TSA: The Amazing SpiderMan vol 2
by Nomad88
Summary: Peter Parker evolves into the role of Protector of New York as The Amazing Spider-Man, volume 2 in the series R/R
1. Kingpin pt 1

**Disclaimer: I Do NOT in ANY FORM or FASHION OWN ANY of these characters. ALL CREDIT goes to MARVEL and STAN LEE, I am in NO WAY making any money off of this story, so I ask please DO NOT SUE, I have no money, I am completely broke so SUING me would be pointless, I ask Again PLEASE DO NOT SUE….thanks.**

**Welcome back everyone if you are returning its good to have you back, if you're just joining thanks for joining and I hope you enjoy my story. This is the second volume of my series The Spectacular adventures of the Amazing Spider-man and this volume dives into Peter Parker taking on the role of Protector of New York as Spider-man, but enough of me talking on with the story.**

**Ps: If you didn't read vol 1 that's okay but you missed alot of set up for future chapters, but it's not mandatory that you read it, but it would help that you do b/c there will be some mention of the 1****st ****volume…..but I'm pretty sure you knew that since this is a series and all series have set ups in the previous chapters or stories…any way enjoy.**

**Rating: T : strong language, Strong violence, but nothing overly explicit **

* * *

**Chapter 1: Kingpin**

**Parker House 7:38 am**

"PETER PARKER WAKE UP! You're gonna be late for school…. again" yelled Aunt May from outside Peter's room.

"ALRIGHT I'M UP...jeez Aunt May" replied Peter rubbing his eyes as he sat up from the desk in his room. After his chat with Daredevil yesterday Peter realized that he was about to step into a world where danger was around every corner and if he was gonna fight crime and defend the city, he needed something better than his wrestling gear that he's been wearing for the past year, so for most of the night and into most of early morning Peter was finishing up his work on his side project; a new costume one that would suit him much better in the crime fighting business.

'_It's been one year since I've started this mission of mine…..damn that passed by quick'_ thought Peter while he was putting on his clothes that he was gonna wear for school. Once he was dressed Peter put the new costume he was working on under his bed and went downstairs to greet his Aunt who had made him breakfast.

"Morning Aunt May"

"Morning Dear, hurry and eat or you'll miss the bus again…..Peter dear you're a sophomore in high school now, a new year means new responsibilities and the first responsibility you need to learn is to wake up on time….I swear lately you've been sleeping late…what do you do that makes you so tired" asked his Aunt

"Ummm…..sory…c'n't t..alk Aun May gonna be l-ate" replied Peter quickly stuffing half his breakfast into his mouth and heading for the door.

"See you later Aunt May" he said leaving his house and heading for the bus stop.

"Have a good day Dear" said Aunt May just as the door to their house closed.

* * *

**Bus Stop**

'_That was a close one, I really hate Lying to Aunt May'_ thought Peter while he was running up to the bus stop and waiting for the bus. Peter didn't have to wait long because when he got to the bus stop he looked up just in time to see the bus pass him by and the bus driver give him the finger and honk the horn.

"YOU FAT BASTARD!" yelled Peter as the bus speed down the street, "Oh yeah I see how this day is gonna go….joy" he said as he started the long the walk to his school: Midtown High.

* * *

**MIDTOWN HIGH: **

**RING!. **Went the late bell when Peter finally arrived at Midtown high. Running through the halls Peter found his first period class. Opening the door peter was greeted by his teacher.

"Ah Mr. Parker late again I see…..Mr. Parker I know you have the highest average in the school but do try to be on time I do hate interruptions….now take your seat please"

"Yes Dr. McCoy" replied Peter going to the back of the class and sitting in his seat, which was luckily next to his girlfriend Gwen Stacy.

"Was it the bus driver again" she whispered to him

"Yeah…he didn't even stop this time" peter whispered back

"That Fat Bastard" she said balling up her fist

"That's what I said" peter replied taking out his book.

"Um... Mr. Parker and Ms. Stacy please see me after class" said Dr. McCoy from in front of the class.

"Yes sir" they both replied glancing at each other

'_Yep it's gonna be one of those days_' thought Peter leaning back in his chair.

* * *

**After Class**

"You um...you wanted to see us Dr. McCoy" said Gwen as she and Peter went to his desk as the other students started to leave the class.

"Yes I did for two reasons…the first reason; please keep the whispering for after class and not during because as I stated earlier I rather dislike interruptions"

"We can do that and the second" said Peter

"If you recall last year I admistered a test in this class to identify you scientific standings….correct"

"Yeah we remember" said Peter

"Well that was a little white lie on my part….that test was actually an IQ test"

"An IQ test" repeated Gwen.

"Yes and the test was given across the country, which was why it took a year for the results to come in and I have some good news….the two of you scored the highest across the bored….I mean no one has seen scores like these for a while" said Dr. McCoy with a smile.

"Cool" said Gwen

"What were our scores" asked Peter

"Ms. Stacy you scored a 197 on the test you tied with Susan Storm the only other female from New York to score that high and you Mr. Parker scored a 199, you tied with Tony Stark, and Victor Von Doom, which is astounding because the only person in history to ever score a 200 was Reed Richards" said Dr. McCoy.

"Look at that I have a genius boyfriend" said Gwen

"And I have a genius for a girlfriend" replied Peter

"You both should be proud of yourselves…to achieve these scores at your age is most impressive"

"Which means that because of our scores and our ages we've raised a few…..eyebrows so to speak" said Peter

"Excellent deductive skills Mr. Parker, yes the two of you have raised several eyebrows in the scientific community and they want to meet with the both of you….the school has already signed off on it and I will be your escort seeing as how I have a bit of history with the government and this program" said Dr. McCoy.

"Wait hold on government program...the school signed us over to the government" exclaimed Gwen.

"No….NO nothing like that Ms. Stacy perhaps I'm getting a bit ahead of myself, The US government, several years ago started a program for intellectually gifted people that's based here in New York….and the people at the program want to meet you, I've been there so they want me to be something like a guide for the both of you….actually this is great because I get to meet some old friends of mine"

"Where is this place at Dr. McCoy?"

"At the Baxter Building Mr. Parker…..about two months from now, we will be going there, but I will need your legal guardian to sign this permission slip saying its okay for you to go" He said handing Gwen and Peter a slip of paper. Peter and Gwen took the permission slips and then left the classroom heading for their next class.

* * *

**After School: Coffee Bean**

"OH My GOD peter the Baxter Building do you know what kind of science stuff is in that building that I'm just dying to get my hands on" said Gwen in excitement

"I know I've heard the rumors about the experiments that they do….and I can't wait to see it" replied peter just as excited.

"I once read that they were experimenting with interdimentional exploration, I mean just the thought of all the…what?...why are you looking at me like that" asked Gwen

"Because I just realized that I'm dating a genius with the IQ of 197 and she's gorgeous" said Peter.

"Why Mr. Parker I think you're looking for some kind of reward"

"Maybe I am" said Peter leaning in to kiss Gwen but before their lips could meet they were interrupted by the other half of their little group.

"Why Mary Jane I think we are spoiling a tender moment here" came Harry's voice as he sat down across from peter and Gwen.

"Indeed we are Harry" replied Mary Jane sitting down next to Harry.

"By all means keep interrupting" said Peter sarcastically

"Who's says they're interrupting" said Gwen kissing peter.

"Ah AHH okay…okay you guys get a room" joked Harry

"Well you two seem to be in high spirits today" said Mary Jane.

"As we should be you guys remember that test the school gave to all the advanced science classes, well guess what the test was an IQ test and according to the test both of us are geniuses to the highest degree" said Gwen

"Up there with Reed Richards" Peter chimed in

"Get out" said Mary Jane

"Really, THE…. Reed Richards…whose Reed Richards" asked Harry looking at MJ sipping on his coffee that he had bought.

"I don't know…but he sounds important" replied Mary Jane

"He's possibly the smartest Man on Earth" replied Peter looking flabbergasted that they didn't know who Reed Richards was.

"Fascinating…..NOT" laughed Harry and Mary Jane.

"These are our friends" said Gwen as she and peter shared a laugh.

* * *

**Parker House 4:30pm**

"Aunt May I'm Home" yelled Peter coming into his house; going to the kitchen he spotted a note his Aunt had left for him:

_Peter working late dinner is in the oven be home later; Love Aunt May_

Going up to his room Peter dropped his books and the note his Aunt had left him. Looking under his bed he grabbed the costume he had been designing the night before and the sowing machine that MJ had bought for him.

'_This is perfect with Aunt May gone I will be able to finish my outfit and sneak out'_ thought peter as he started up the sowing machine.

About 5 hours later Peter had finally finished.

'_It's time'_ he thought holding up the finished product, leaving his room peter went up the steps that lead to the attic. Opening the door he went in and locked it behind himself. Peter took off the clothes that he had on and started to dress himself in his costume, first the pants, then the boots, next was his utility belt, then the top, next he put on his web shooters, double checking to make sure that he had made enough cartridges to last him, when he was satisfied he put on the gloves, leaving only one thing left to complete his look. Picking up the mask he looked at it for a second and then he put it on his head, thus completing the costume.

'_Yes…..this is the look I wanted'_ he thought. The costume was composed of a thin material that did not hinder his ability to cling to walls. The pants were of a navy blue color and the top was red and blue with a black spider web pattern going all over. There was a black spider emblem in the center of his chest and a red spider emblem on his back. The mask also had the black spider web patterns going over it, but it also had a big white reflective eyes that no one could see in but he could see out as clear as day. Turing out the lights in his lab Peter opened the window and looked both ways and used his spider sense to make sure no one was watching him, not sensing anything he climbed out and too the roof. Once on the roof he jumped to the next house and kept jumping until he reached the end of the block, where he shot a web line and swung into the city.

'_I am no longer just Peter Parker, the life of being ordinary no longer applies,….All of my training with Daredevil has led me to this point..….Uncle Ben I swore on your grave that I will always use my power for good and that's exactly what I'm going to do as The AMAZING SPIDER-MAN and KINGPIN I'm coming for You_' thought Spider-man with determination as he swung through the city and towards the meeting point with Daredevil.

* * *

**Meeting Point**

"Daredevil enough of this waiting the Kingpin is waiting for me" came the irritated voice of a man, that was about 6'2 , dressed in all white, with a white hood, cloak, and a moon emblem in the center of his chest.

"Moon Knight relax we are waiting on our last member" replied Daredevil

"You know Daredevil you haven't told us much about this mystery apprentice of yours" said a man in a thick Chinese accent, dressed in a dark blue and black karate outfit with a red headband on his head.

"Is he skilled is all that I care about, The Kingpin is crafty and unpredictable we need skilled warriors" said Moon Knight forcefully

"I'll let his skills speak for themselves….show yourself Spider-Man"

Stepping from the shadows Spider-Man revealed himself to the other occupants on the roof.

"Interesting….a new costume" said Daredevil using his radar to detect a change in the fabric of the clothing spider-man was wearing.

"My old one didn't match my name …..What do you think now" replied Spider-Man

"It suits you"

"I think this is some kind of joke…are you serious Daredevil we're recruiting kids now to fight murders" Moon Knight interjected.

"Moon Knight I vouch for him now we're wasting time arguing" replied Daredevil raising his voice slightly.

"Excuse me Spider-Man….I am Shang-Chi and I am curious to know how did you sneak up on us"

"Easy the three of you were arguing so loud you just didn't notice my presence" he said while sticking to the wall, "So DD I'm here mind explaining everything to me now" said Spider-man

"First things first Spider-Man, this is Shang-Chi, a master of Kung Fu, and this is Moon Knight another Master Martial artist, and we are all gathered here because we each have a vendetta against the Kingpin and tonight he going down for good. Now Spider-Man the reason why I specifically chose a year to attack is because that's how long it took for Moon Knight to infiltrate into the Kingpin's organization"

"And it wasn't easy" replied Moon Knight with his arms crossed

"Noted….but it took Moon Knight a year to work his way up to the Kingpin's upper level, and collect enough evidence on Fisk to put him away forever" said Daredevil

"That's right tonight the Kingpin is expecting a large shipment of Drugs and he's meeting a secret guest….he didn't say much but I do know that he is going to be there personally" said Moon Knight

"Which is something Fisk never does; If we can get proof connecting him and the drugs we can put him away" Daredevil stated.

"Listen up this the lay out…." Started Moon Knight, but Spider-man wasn't paying attention, because at that moment his spider sense started to buzz slightly.

'_Why is my spider sense going off…..there it is again…..it doesn't feel like danger….but it's directed at…..this Moon knight guy'_ he thought

"SPIDER-MAN!" yelled Daredevil "Are you listening it's time to move get your head in the game or get out…..now let's go" said Daredevil jumping off the top of the roof, he was quickly followed by Shang-Chi, and right before Moon Knight jumped off, Spider-Man grabbed his arm.

"What Boy" growled Moon Knight.

"When you were working for Fisk did you hurt innocent people" asked Spider-Man. Moon Knight took a step forward, which made Spider-Man instinctively take a step back mostly because his spider sense was buzzing slightly again.

"Kid don't EVER FUCKING TOUCH ME AGAIN…..Now come on we are falling behind" said Moon Knight jumping over the edge with his cape billowing behind him.

"_Well he didn't say No'_ thought Spider-Man jumping over the edge and firing a web line in the direction of his companions.

* * *

Landing on the roof of the building across from the warehouse and docking bay, the four warriors had a partial view of where the boat with the drugs were supposed to be coming in.

"Alright we're here remember wait for Moon Knight's signal and then we divide and conquer" said Daredevil, "Moon Knight go ahead" he continued. Moon Knight jumped over the edge and made his way over to the warehouse.

"How well do you know this Moon Knight guy" asked Spider-Man

"Well enough to know he hates Fisk with a passion, Fisk had his brother murdered…why" replied Daredevil

"I don't trust him" said Spider-Man.

* * *

**Inside the Warehouse**

"You're Late ya Moon Bastard" came the voice of Bullseye who was sitting on a stack of crates twirling a knife.

"I'm here ain't I" replied Moon Knight walking up to Bullseye; "They're outside waiting….Daredevil and the Kung Fu guy"

"Perfect…..Let's get this show on the road" said Bullseye pulling out a radio "Hey you idiots start bringing em in"

"Gotcha" came a gruff reply over the radio.

"Alright I held up my end now where's my money the Kingpin promised" said Moon Knight

"Don't worry you'll get your reward, but first it's time to give the devil his due" replied Bullseye smiling a sick smile.

* * *

**Outside**

"But you just met him Spider-Man" said Shang-Chi

"I know but….he seems a bit off" replied Spider-Man cryptically

"Look I know he's a bit rough around the edges but….wait over there the water" said Daredevil.

Across the way, in the water a boat started to become visible, and it wasn't a very big boat, but it was a decent carrier size, perfect for smuggling things in and out of places undetected. The boat pulled up at the dock and stopped; five men armed with automatic weapons climbed out and stood by the boat. Moon Knight then walked out of the warehouse and onto the boat. After a few minutes he exited the boat, but in his hands were two crescent shaped daggers he tossed both of them in the air and caught them, before he went back into the warehouse.

"There it is the signal…the drugs are on the boat and Fisk is in the Warehouse…..alright here's how we do this, Spider-Man secure the drugs and take out the muscle while me and Shang-Chi handle Fisk and his bodyguards" said Daredevil

"Alright…good luck" replied Spider-Man stepping towards the edge, but right before he jumped off he heard Shang-Chi say something

"Yes….we shall all need luck" is what he said, but the thing that shocked Spider-man was that his spider sense was buzzing but this time it was surrounding Shang Chi.

'_The hell is going on'_ he thought to himself turning around, but Daredevil and Shang Chi had already disappeared '_This doesn't feel right maybe I…No…No…. DD can take care of himself stick to the plan…secure the boat_' Looking towards his destination he shot a web and swung over towards the docks. Landing on a crane that was hanging over the docks, Spider-man saw the 5 armed men. Hanging upside down on a web he slowly lowered himself down behind one of the men. Silently creeping up behind the first armed man Spider-man kicked his back leg and then wrapped his arms around the guys throat silently choking him into unconsciousness, just like Daredevil taught him. Letting the guy drop Spider-man fired two web lines and pulled the next two armed men towards him; jumping in the air Spider-man spun around and kicked both in the head. The last two turned and attempted to fire but, Spider-man was faster. Dashing towards them Spider-man grabbed the first guys gun and yanked it out of his hands and then swept the mans legs, while throwing his gun and the other man's head distracting him long enough so he could punch him the stomach then deliver a knee to the man's face, knocking him out cold. Walking back over to the down man who was searching for a gun Spider-man leaned down and hit a pressure point in his neck knocking him out. Standing up he started towards the boat but his spider sense alerted him to an attack. Acting on his instincts Spider-man back flipped and avoided two crescent shaped daggers. Landing in a crouch Spider-Man looked to see his attacker, and he was shocked to see who it was.

'_I had a feeling today was gonna be one of those days'_ he thought while staring at Moon Knight who pulled out two more crescent shaped daggers and got into a fighting stance.

"Kid I'll say this you're good, but I'm better, now I promise since you're a kid I'll make this quick, but for Daredevil…... well that's another story" said Moon Knight in a low threatening tone.

"You do know that the deepest pits in hell are reserved for traitors" replied Spider-man readying himself for an intense fight.

"Kid if you have lived the life I have lived…you'd know that Hell is here on earth" said Moon Knight charging at Spider-Man with the intent to Kill.

* * *

**End Chapter 1: ****Read and Review **

Ps: starting with this chapter I'm starting a character bio, so you readers out there can get an idea of the characters I'm creating.

**Character Bio: Daredevil **

**Name: Matt Murdock**

**Age: 29-30**

**Skills: Expert Martial artists to the highest degree; trained by stick at age 12 to be a Ninja.**

**Personality: at a young age Matt's father was brutally murdered and as a result Matt grew up with a deep rage that only got worse as each day passed, it wasn't until he met stick that he learned how to channel that anger into something positive, he became a lawyer to punish the wicked and help the innocent. At Night Matt continues to protect the innocent as the scarlet Vigilante Daredevil. Through various circumstances Matt found out that Wilson Fisk was the Kingpin and that Fisk was the one that murdered his father, and from that moment on Daredevil has waged a personal war against his nemesis. During one night he comes across Peter and he sees a bit of himself in Peter, which is why he chose to train him in the arts of being a ninja. **

**Next Chapter: Kingpin pt 2: until next time…**


	2. Kingpin pt 2

**Disclaimer: I DO NOT in any FORM OR FASHION OWN these CHARACTERS…ALL CREDIT GOES TO MARVEL and STAN LEE. I am Not making any Money off this story no money is being exchanged…so I ask please find it in your heart not to sue me okay because I HAVE NO….NO money, I am completely broke so I ask again please DO NOT SUE….thanks **

**New chapter: Read. Review. And most importantly enjoy**

* * *

**Chapter 2: Kingpin pt 2**

**Few minutes earlier**

Daredevil and Shang-Chi landed on the roof of the warehouse and entered through the opened skylight.

'_Too easy'_ thought Daredevil before he felt a powerful kick to his back.

"Augh!" he yelled as he fell and hit the ground hard. Pain exploded in Daredevil's shoulder, but he had no time to dwell on it because he heard the whizzing of 6 blades coming his way. Rolling to the right he avoided the blades, but not the punch to the face from Moon Knight who was waiting for him. Pulling out his club Daredevil swept Moon Knight's feet knocking him down and back flipped out of the way just as Shang-Chi tried to kick him from behind again. Creating space between him and his two attackers Daredevil brought his club up to a ready position awaiting the next attack from Shang-Chi and Moon Knight when he heard clapping.

CLAP! CLAP! CLAP! Was the sound that echoed throughout the warehouse

"Good job boys well done" laughed Bullseye stepping out of the shadows with a briefcase in his hands.

"Bullseye" Daredevil growled

"Now, Now don't be mad at me, your so called friends set this whole deal Red…I'm here to enjoy the show and maybe join in"

"Et Tu Shang-Chi…you've betrayed us as well"

"Daredevil…..My oldest friend…..It's complicated" replied Shang-Chi charging at Daredevil. While Daredevil and Shang-Chi were fighting, Bullseye approached Moon Knight with a slight scowl

"Hey!….he said us….who is he talking about" asked Bullseye visibly upset

"Oh the other guy Spider something, don't worry about it he's just a kid…I think" said Moon Knight still looking at the fight.

"Ah…isn't that cute the costumed Moron is trying to think, Fisk doesn't pay you to think…now go out there and handle the kid" replied Bullseye menacingly. Moon Knight quickly turned to Bullseye, while pulling out a crescent blade, but Bullseye had already pulled out two knives and had them at his throat.

"Careful ya Moon Bastard…I might loose my cool…NOW GET YOUR ASS OUT THERE!" yelled Bullseye pushing Moon Knight towards the door. Having little choice he walked out of the warehouse just in time to see Spider-Man sweep one of the guys off his feet and throw the gun and hit another guy. Getting closer Moon Knight took out another crescent blade and then threw both of them at Spider-Man's back hoping to end the fight quickly, but to his surprise Spider-Man dodged both blades.

"Kid I'll say this you're good…But I'm Better"

* * *

**Inside the Warehouse**

"Looking a little tired aren't ya Red" Bullseye taunted while watching him and Shang-Chi fight.

"Complicated" growled Daredevil sending a powerful kick to Shang-Chi's stomach, not stopping there Daredevil used his club and threw it at Shang-Chi nailing him in the mouth. Spitting out some blood Shang-Chi jumped in the air and sailed towards Daredevil with a kick that hit Daredevil in his injured shoulder.

"Y-yes Daredevil….it's complicated….it's either you or someone that I care about….The Kingpin...he…he is crafty" replied Shang-Chi wiping the fresh blood from his mouth and getting ready to attack again.

"I can help you"

"Yes you can…..by surrendering to the Kingpin…..I truly am sorry that it had to end up this way…my friend" said Shang-Chi.

"Awww…..A betrayer with a conscious…..but you know not that this heart to heart isn't fun I have places to be and people to kill…..hey red the tech boys cooked this up especially for you" said Bullseye opening the case to revealing a device with a big red button. Taking out the device he pushed the button, which at first didn't do anything, but then Daredevil let out a loud cry of pain.

"Sweet music to my ears" laughed Bullseye "You see Red the device lets out a high frequency pitch, that only dogs can hear….and people with your unique talents" he continued. While Daredevil was in agony Shang-Chi took advantage and charged in with a kick that connected to his face, followed by a two powerful punches to his stomach and then a spin kick to his face, which knocked Daredevil down to the ground. Trying his best to fight through the pain Daredevil rose to his feet just in time to block a strike from Shang-Chi, but his senses were out of focus so his reaction time was off. While he blocked the first strike he missed the back fist from Shang-Chi.

"Augh!" Daredevil groaned.

"Hey...Hurry up and Knock him out the Kingpin's waiting" Said Bullseye. Shang-Chi walking towards Daredevil, who was on the ground holding his ears in agony, looked at his friend one last time.

"I'm sorry" he said before he quickly hit 3 pressure points on Daredevil's body which rendered him unconscious.

"Grab him" came Bullseye's voice while he turned off the device and led Shang-Chi from out of the warehouse.

Stepping outside Bullseye saw Moon Knight and Spider-Man fighting.

"Hmph…I knew he was all talk" muttered Bullseye pulling out his cell phone, "Hey pull around I have the package". From around the corner a limo came to a screeching halt in front of Bullseye. Bullseye went to the trunk and opened it.

"Throw em in" stated Bullseye. Shang-Chi put Daredevil in the trunk and then closed it and got in the limo with Bullseye.

"Let's go" said Bullseye to the driver, who nodded his head and stepped on the gas and zoomed off around the corner that he had driven from.

"We're not going to wait for Moon Knight" asked Shang-Chi

"Thanks for reminding me about that Bastard" said Bullseye pulling out his cell phone and dialing some numbers before pressing send.

"What was tha…" started Shang-Chi before he heard the loud Boom of an explosion. Turning around in his seat he saw the dock and the warehouse erupt in flames in one of the largest explosions he had ever seen in his life.

* * *

**2 minutes earlier**

"Stand still you spider prick" growled Moon Knight taking swipes at Spider-Man with his crescent blades. Using his training, agility and his spider sense Spider-Man expertly dodged all of Moon Knights attacks while waiting for an opening to strike.

'_There_' he thought to himself, as Moon Knight came in with a an overhead strike, Spider-Man jumped to the side and then spun on his hands and kicked Moon Knight hard in the ribs with both feet, sending him crashing into some crates.

SCREEEEEEECH! Was the sound of tires skidding, turning to the sound Spider-Man saw Shang-Chi put Daredevil into the trunk and get into the black limo with another man who was wearing a blue and white outfit with a Bullseye on his forehead.

'_Spider sense'_, back flipping Spider-Man avoided the three crescent blades meant for his head, _'stay focused on the battle'_ Spider-man chastised himself. Moon Knight stood up and pulled out more blades, and threw them all at Spider-Man, who avoided all but one of the blades that scratched his arm.

"Augh" he yelled

"Ha" said Moon Knight _'finally'_ he thought to himself. Getting angry Spider-Man fired a web line, which snagged Moon Knight in the face, using his strength he pulled Moon Knight in for a punch, which sent Moon Knight flying into the boat and denting a window. Spider-Man charging in for another attack was bombarded with an intense and painful warning from his spider sense, but it was too quick for him to react. The whole area went up in an explosion. One moment Spider-Man was fighting Moon Knight and the next thing he knew he was flying through the air and hitting the cold water with large and small pieces of the warehouse, boats, and dock following behind him.

* * *

Gasping for air Spider-Man emerged from the cold murky water. The first thing he saw was the warehouse stilling burning from the explosion and debris still flying into the water. Looking around he saw no trace of Moon Knight who was near the boat when it exploded. Knowing he had to get out of the water Spider-man started to swim towards the river bank, reaching the bank he stumbled out of the water and onto the ground where he collapsed trying to catch his breath.

'_Damn it…my ears are still ringing'_ he thought while laying on the ground looking up at the sky, '_wait…there was something….urgent…_' he continued to think trying to fight through his disorientation until a thought struck him like a bolt of lighting '_DAREDEVIL!...I'VE GOT TO SAVE HIM_' he shouted in his mind. Climbing to his feet Spider-man turned around in time to be faced with two police officers who had their weapons out and aimed at him.

"FREEZE...Put your hands on your head NOW!" yelled the first cop.

"Wait this is a mistake guys" Spider-man started, while taking a step forward.

POW! the officer shot a round into the ground

"Take another step and I'll shoot you where you stand"

'_DAMN IT'_ thought Spider-man raising his hands in the air.

* * *

"Precinct this is Officer Conrad requesting back up at dock 47 on the west side, my partner and I have a suspect" he said into his radio.

"Back up is on the way who is the suspect"

"It's the spider guy we've been hearing about"

"Hold him there back up is about 1 minute away".

While the officers were talking on the radio, Spider-Man was trying to think of a way out of his current predicament.

'_DAMN IT... this is bad how am I….spider sense…..but not danger….it's…..coming from….over there'_ looking to his right Spider-man saw the white cape of Moon Knight's blowing in the wind as he limped away, but the officers couldn't see him because they were too busy trying to arrest him.

"Officers listen to me look behind you there is a murder"

"SHUT UP! Lay down on the ground and put your hands behind your back" yelled Officer Conrad.

'_Every second I waste with these clowns the further away Moon Knight gets'_ thought Spider-man.

"I won't ask twice"

"You guys I'm really sorry about this but…" started Spider-man before he quickly shot two web lines at their guns and yanked them out of their hands. Jumping Spider-Man kicked the first officer in the chest and grabbed and flipped the other one on the ground.

"Sorry" he said, before he hopped onto their car and jumped again firing a web and swinging away. Rubbing his chest Officer Conrad grabbed his radio and radioed the Precinct.

"Precinct he got away"

"Roger that in which direction was he headed"

"North into the city" he said.

* * *

'_I have to catch up to Moon Knight only he knows where they took Daredevil_' thought Spider-man, while swinging through the city, '_He couldn't have gotten far he looked hurt badly…..there he is'_. Spider-man had spotted the white clad betrayer running across the rooftops of New York. Swinging after him Spider-man swung low enough to were he was able to let go of the web and tackle Moon Knight from behind and to the ground. Rolling him over Spider-Man grabbed him by the throat, but even though he was hurt Moon Knight fought back, by head butting Spider-man and kicking him the chest sending him sliding across the rooftop. Moon Knight didn't' stop there he flipped up and pulled out two blades and threw them. Spider-man saw the blades coming and fired two web lines one at each blade and then swung them around and tossed them back at Moon Knight, and due to his injures he was not able to dodge and both blades were embedded into his body.

"AUGH!" he yelled stumbling back and falling to a knee

"Where did they take him"

"To his grave I hope" replied Moon Knight

"Why would you do this….betray your friend and….FOR WHAT!...SOME MONEY!" yelled Spider-man

"No not for some money…..but a lot of money"

"He trusted you" growled Spider-man

"Well he and you learned a valuable lesson…never trust anyone….especially your friends because eventually they'll turn on you" said Moon Knight struggling to stand.

"You're Pathetic"

"DON'T YOU DARE CALL ME PATHETIC BOY!...you don't know me….you know nothing of my life or how the world works….so SHUT THE HELL UP!" yelled Moon Knight ripping the blades from his body and chagrining at Spider-man. Spider-man saw him charge and he waited, Moon Knight in his anger could only think about hurting the opponent in front of him, lunging at Spider-man with both blades in front of him, Spider-man waited until the last minute and he flipped over him. Moon Knight flew over the edge of the roof and to the ground below and landed with a sickening thud.

"AAAAAH!" yelled Moon Knight as he felt the full extent of his injuries, which was broken ribs, broken wrist, and both legs were broken with a bone sticking out of his left leg. Spider-man landed on the ground a few feet away, and saw Moon Knight's injuries.

"Tell me where they took Daredevil you Bastard and I might consider taking you to a hospital"

"Aughhhh….hahahahahahha….s-screw…y…ou" Moon Knight slurred out. Spider-man grabbed him and shook him

"Where"

"…..." Moon knight was unable to answer because he had passed out.

"Damn IT" said Spider-man dropping Moon Knight

"Oh GOD WHAT DID YOU DO TO THAT MAN!" shouted a woman who had come out of a grocery store across the street. Her shouts caught the attention of others in the area and they all started to make their way towards the commotion.

"It's not what you think" Spider-man tried to reason

'SOMEONE CALL THE POLICE!"

"NO SOMEONE CALL AN AMBULANCE"

'_I don't have time for this'_ thought Spider-man jumping in the air and firing a web swinging away.

* * *

Swinging through the city Spider-man only had one thought to find Daredevil.

"Augh….he could be anywhere" said Spider-man landing on the side of a building and sticking to it.

"Where…..okay...okay…calm…down remember your training think this through…Okay The Kingpin is really Wilson Fisk….and he operates out of Fisk Towers…but would he really…..it's the only lead I got I have to check it out" he said while firing a web and swinging towards Fisk Towers.

* * *

"Fisk Towers, the third tallest building in the city and it's a Tower fit for a King" said Spider-man climbing up the tower, '_I don't know if he's at the top but the guy calls himself the Kingpin and where does the King sit at the top'_ he thought while he was climbing. Reaching the top he peered in through the large window, not picking up anything on his spider sense, nor did he see anyone in the room his pushed the opened widow further open and he crawled into the office. Dropping to the ground Spider-man gave the large office a once over. The office was not a typical office, first of all the office was quite Massive in size, he could fit his whole house into the office. There was a large bed, with blood red covers on it, there was a painting of Wilson Fisk hanging on the wall. There was a Expensive Flat screen television, a bookcase with all type of books on its shelves, there was a Jacuzzi on the far end of the office, and there was an abnormal large desk with a computer on it by the window he just came through.

'_This was a waste of time no one is here'_ he thought while walking around the room. Heading for the window Spider-Man's spider sense went off but it wasn't danger it was like a subtle pull or nudge that was telling him he missed something. Following the feeling It lead him to the large desk right next to the window, still following the sense it led him to the left side of desk, where he looked around and he found a small button hidden under the desk. Pressing the button the bookcase slid backwards and lifted up revealing a hidden room.

'_Wow a hidden room…..can't say I didn't see that one_ _coming'_ he thought going into the hidden room. Stepping into the room the lights turned on and a Massive computer with about 30 different camera views around certain parts of New York, but the majority of the cameras were spread out around Hell's Kitchen

'_Now this screams Kingpin…..what's this'_ thought Spider-man looking up at one of the screens on the computer, Spider-man saw that it was the office he was just in, pressing a few buttons on the computer the screen he was looking at started to rewind and that's when Spider-man saw Shang-Chi and the guy with the Bullseye on his forehead enter the office with Daredevil. He saw Fisk come into view and kick the unconscious Daredevil, before going towards the painting of himself and pushing a hidden button in the wall. The Painting swung opened and it looked like an elevator was behind the portrait. Shang-Chi and the other guy dragged Daredevil towards the elevator and they all stepped in and the portrait swung close.

'_So he is here….good…..but before I save him I need all of these security tapes and I need to destroy this computer' _Spider-man used his webbing to create a big sack and grabbed all of the security tapes he could get his hands on and stuffed them into the sack, and once the web sack was filled to the brim with tapes he sprayed some more webbing to cover it up and then he bent down to the computer wires and started yanking out the wires. The screens flicked and then went black. Standing up spider-man picked up the sack and backed out of the hidden room only to feel his spider-sense alert him to danger. Ducking he avoided a swipe from an axe and without thinking he thrusted out his left leg kicking his attacker in the stomach, but his attacker was relentless, he took the kick and spun around with the axe. Spider-Man back flipped to avoid the second strike but, the sharp blade of the axe cut the web sack spilling the DVD tapes on the ground. His attacker charged with the axe and took another swipe, Spider-man bent backwards and avoided the swipe. Spinning on his hands Spider-Man swept his attackers feet, causing him to fall. Back flipping Spider-man created some space between him and his attacker. His attacker was about 6'0, lean and not overly muscular; he was wearing a blue and white outfit and had a bullseye on his forehead.

'_Shit…who is this guy'_ Spider-man thought readying himself for the next attack.

"Your quick on your feet…guess that means I'll have to cut em off"

"Who are you?"

"The name's Bullseye…and no one and I mean no one makes me miss" he snarled before throwing the axe, with blinding speed. Spider-Man rolled to the side narrowly avoiding the flying axe.

"You just did" Spider-Man taunted.

"…" Bullseye didn't respond he just took out some sharp disks from his belt and threw them at Spider-Man. Using his agility and sense Spider-man avoided each disk, but as soon as he landed Bullseye was upon him again, with fast powerful punches, and swift and deadly kicks, but since Spider-man had trained with Daredevil and because of his spider sense, he was holding his ground with this Bullseye character. Each punch and kick was gracefully blocked or dodged, Bullseye came in with a low punch, and Spider-man side stepped and delivered a back fist to Bullseye's nose which drew blood.

"First blood….Kid I really like you so I guess it's time to turn up the heat" no sooner had the words left his mouth he flung a knife in Spider-man's direction, but again Spider-Man's agility saved him.

'_I have to end this….. God knows what they're doing to DD…but this guy….he's good….better than Moon Knight by far'_ thought spider-man as Bullseye charged at him again.

* * *

**Down Below Fisk Tower**

Shang- Chi and several armed men stood around and watched as The Kingpin pummeled the man that has been sabotaging his operations for the past several years, and each of the armed men were getting some satisfaction out of Daredevil's beating because he had beat them the same way at some point in their career while working for the Kingpin.

SMACK!

"Augh….i-is that all ya got Fisk" said Daredevil while spitting out some blood. He was strapped to a chair with metal restraints, and they had him in some type of armory room. The room was filled with weapons that no one other than the military should have.

"Not quite" said Fisk as he raised his Massive Fist and punched Daredevil with all his might. The force of the blow, made the chair he was in tilt and fall over.

'_Peter you sure are taking your sweet time_' thought Daredevil as he felt the chair being picked up.

"H-H-Having Fun" he said while spitting out some more blood

"Tons" was Fisk's simple reply as he raised his fist again

* * *

"OMP!" went Spider-man as a strong kick from Bullseye sent him flying back and into the Jacuzzi water, '_that kinda hurt….this guy is strong…he's kinda like Daredevil…only if Daredevil was psychotic…so attacking him head on isn't gonna work….so how the hell am I gonna beat him'_ thought Spider-man. Bullseyse started to stalk towards Spider-man was a sick predatory grin on his face. Walking forward Bullseye was so hell bent on killing Spider-man that he wasn't aware of his surroundings, and he stepped into the water where Spider-man was and stopped to stare at him. Spider-Man looking behind Bullseye saw the flat screen television hanging on the wall and a crazy Idea formed in his mind.

"Ready to Die" asked Bullseye pulling out a knife, still grinning.

"Not today" replied Spider-man shooting a web at the TV and yanking it off the wall and into the Jacuzzi, but right before it hit the water he jumped out, but Bullseye wasn't as quick. The TV hit the water and let out a surge of electricity shocking Bullseye.

"AHHHHHHHHHHHHHHHHHH" yelled Bullseye as the electricity surged through his body. After a few seconds the electricity died down and Bullseye fell backwards not moving. Spider-man shot a web and pulled him from out of the water, carefully walking over towards him Spider-man bent down to check his pulse, it was faint but he was still alive and unconscious. Letting out a sigh of relief, Spider-man grabbed Bullseye and dragged him towards the portrait of Fisk. Searching for the hidden button, he found it and pushed it; the portrait swung open to reveal the elevator. Stepping into the elevator and dragging Bullseye behind him Spider-man pressed the single button on the left side of the elevator and watched as the doors closed and the elevator started to descend.

* * *

**End Chapter 2 **: another chapter down, but don't worry another chapter will soon be up so until then….

* * *

**Time for another Character...**

**Character Bio: Bullseye**

**Name****: Lester?**

**Age****: 30-?**

**Skills****- Expert Marksman has an ability take any object and turn it into a lethal projectile. Unknown if this ability natural or supernatural. Expert fighter, Bullseye is able to fight Daredevil toe to toe, and has on a few occasions fought him to a draw. **

**History/Personality****- Bullseye only loves one person and that's himself, he has a total disregard for human life, even from an early age, He enjoys, murdering people, and he enjoys doing it for money, which is how he became a hitman. Doing a few hits for small time crooks he became bored very fast and started killing his benefactors, that is until he met with the Kingpin who has supplied him with steady jobs that he has described as being…. Fun. **

**Next up: Kingpin part 3**


	3. Kingpin pt 3

**Disclaimer: I DO NOT in any FORM OR FASHION OWN any of these Characters, ALL CREDIT GOES TO MARVEL and STAN LEE, I am NOT making ANY money off of this story, NO MONEY is being exchanged whatsoever, so please DO NOT SUE, I ask again PLEASE I DO NOT SUE, I have NO MONEY, NONE…nada….now on with the story.**

**New chapter up, and this is the end of the first story arc in volume 2, remember to Read. Review. But Most importantly ENJOY…**

* * *

**Chapter 3: Kingpin pt 3**

**Basement: Fisk Tower 1:00 am**

Fisk raised his massive fist and then brought it down with full force onto Daredevil's face. Daredevil took the blow and didn't even grunt out in pain, he simple spit out the blood that had pooled in his mouth onto Fisk's expensive shoes.

"Whoops" said Daredevil cracking a smile. Fisk looked down at the blood and he started to laugh, a cruel and sick laugh.

"That's why I like you….you know that….that's why I enjoy these little battle of wills we have been having for a while now" said Fisk as he leaned in closer to Daredevil, "Even now in the face of death…you still show no fear"

"They do call me the man without fear for a reason Fisk" replied Daredevil

"And to think you're just a blind lawyer from the neighborhood" Fisk said low enough that the others in the room couldn't hear, but he knew that Daredevil had heard him loud and clear.

"…..."

"Hahahahaha…..did you really think that I wouldn't find out who was behind that Mask…I didn't become the Kingpin because I was stupid…and it wasn't very hard to deduce your identity either…but I have to say your reasons for doing what you do are….admirable but misguided…..What I did to your father it was just business nothing personal, if he would've just did as he was supposed to and take the damn dive….well then he would be alive….but he decided to be noble at the wrong time" said Fisk

"It was all personal to me" Daredevil said in a low voice

"Boys…when I give the word open fire" said Fisk Stepping away from Daredevil "Well Daredevil it has been fun but….I grow tired of seeing you breathe…I just wanted to tell you that small bit of information before your…..inevitable end….Fi…" started Fisk before he heard a Ding coming from the elevator. Turning towards the elevator he saw it open and then he saw the body of Bullseye come flying out and headed straight for him. Bullseye's body hit Fisk full force and knocked him over and into his group of armed men. Shang-chi seeing Bullseye's body heading for them dodged at the last minute but he didn't see Spider-man when he jumped out of the elevator and brought both feet to his face sending him flying back into a metal box. Spider-man back flipped towards Daredevil and grabbed the metal arm restraints and easily ripped them off.

"What kept you?"

"I ran into a psychotic version of you" replied Spider-man ripping the rest of the restraints off, "Can you move"

"A little but I won't have full motion for at least another hour Shang-Chi hit a pressure point in my back" he said.

"Great" Spider-man replied, just as the guards recovered and started shooting at him. Grabbing Daredevil Spider-man made a dash for the elevator, but he didn't make it because of the heavy gunfire, diving to the side he and Daredevil hid behind some of the metal boxes not far from the elevator.

"Remember what I taught you" said Daredevil. Nodding his head Spider-man, crouched low and peeked around the corner of the box. Surveying the situation, Spider-man waited a second and then he sprung into action. Jumping high in the air he aimed his web shooters at the closest shooters and fired. The webs stuck to their guns and with a firm yank, the guns flew from their hands. Landing on the ground Spider-man grabbed the gun from another shooter and kicked him. Dropping down Spider-man swept the last two armed men off their feet, making them drop their guns in the process. The remaining guards charged, but they were not match for Spider-man's lighting fast moves, and his superior strength. The first guard threw a punch, Spider-man deflected the punch and then elbowed him in the stomach, the second guard tried to pick up a gun, but Spider-man shot a web at his face and pulled him in for a kick. Turning around he kicked another guard in the face and then twisted and punched the last one.

'_Spider sense'_ he thought, without giving a second thought he jumped to the side, just in time to avoid a flying kick from Shang-Chi, but, he dodged right into the path of Fisk, who grabbed him and pulled him into a bear hug and started to squeeze.

'_Stupid' _Spider-man chastised himself '_Jeez…I thought this was all fat…..g-guess I was w-wrong'_ he struggled to think because of the grip that Fisk had on him.

"I don't know who you are but you won't be leaving here alive" said Fisk squeezing harder.

'_I'm starting to see spots….gotta…b-break his grip'_ thought Spider-man, using his head Spider-man started to headbutt Fisk as hard as he could. Over and over he hit him trying his best to make him let go. Spider-Man head-butted Fisk a total of four times before he let go of him and started bleeding from his nose, but Spider-man had no time to celebrate because as Fisk let him go Shang-Chi was there with his expert kicks and punches. Spider-man dodged a kick but missed a powerful punch, ducking he avoid the next punch, but he missed the kick that was aimed for his mouth. Spider-man took the blow and spun around with a kick of his own, but Shang-Chi saw it coming and sidestepped and landed an uppercut to Spider-man's chin that sent him skidding back across the floor. Shang-Chi jumped in the air and tried to bring his knee down onto Spider-man's chest, but Spider-man rolled away at the last minute and spun on his hands and kicked Shang-Chi in the face hard. Shang-Chi fell backwards, wiped the blood from his mouth and stood and faced Spider-man. Both of fighters charged at each other and jumped hoping to kick the other, but as they were in the air, Spider-man's spider sense buzzed loudly, twisting his body in mid air, Spider-man avoided a knife that was about to stab him in the back, and because he dodged the attack in mid air, the knife missed him but caught Shang-Chi in the stomach.

"I-I missed" was the only thing Bullseye said as he began to rise to his feet. Shang-chi landed in a heap on the ground, and pulled the knife out of his stomach; he grabbed the wound and tried his best to stop the bleeding. Spider-man landed in a crouch and faced the last two opponents: The Kingpin who was bleeding from the nose while growling at him, and Bullseye, who was trying to stand up but his leg kept collapsing. Rather than trying to fight them, Spider-man started to shoot webs at his opponents covering them. Fisk was trying to rip the webbing off but it proved to be more difficult than he thought. Bullseye tried ripping as well, but found little success. Flipping back towards where Daredevil was Spider-man grabbed him and started to carry him towards the elevator.

"Time to go" said Spider-man as he dove into the elevator with Daredevil over his shoulder and pressed the button. The doors closed and the elevator started to go up.

* * *

Fisk ripped the webbing off his body enough to where he was able to move. Growling, Fisk rushed over to the elevator door and tried to pry it open, but he couldn't. Banging his fist on the door in anger, he pulled out his cell phone and dialed the number to the security desk in the building.

"Security"

"Denny, release the cable on the elevator for sector 2.35 and do it now"

"Sir….are you sure"

"DO IT NOW!"

"Yes sir" said the guard typing on a computer and then pressing a green button.

* * *

**Inside the Elevator**

"I'm still a little woozy from the fight with Shang-Chi….but I'm pretty sure Fisk just said to release the cable on the elevator" said Daredevil. POP! Went the elevator as the cable released and the elevator began to plummet.

"WHOA!...this isn't good" replied Spider-man as he felt himself being lifting off his feet because of how fast they were dropping. Thinking quickly he grabbed Daredevil and opened the top hatch to the elevator and fired a web line. The line connected to the top of the elevator shaft, and he pulled himself out of the falling elevator.

"Good thing we were halfway up" said Spider-man as he began to climb up the web to the top floor, with Daredevil over his shoulder.

* * *

**Down Below**

**BOOOOOOOOOOM!, **went the elevator, as it crashed. Fisk ran up to the elevator door to see that it was partial open but he didn't see anyone inside

"Damn IT they got away….BULLSEYE COME ON WE CAN"T LET THEM ESCAPE!" yelled Fisk as he ran towards the stairs, with Bullseye not far behind him.

* * *

Reaching the top Spider-man kicked the portrait open and stepped into Fisk's office. Dragging Daredevil through the office Spider-man started heading towards the window when he remembered something.

'_The Security tapes…shit I almost forgot'_ he thought while setting Daredevil against the window.

"What are you doing…we have to go…I hear them coming" said Daredevil.

"I know….but look before I came to rescue you…I found this secret room in this office that's full of recordings of people that come in and out of this office" said Spider-man rushing over to where his web sack was laying. He grabbed it and stuffed the DVDs that had fallen out back in and then put some more webbing on the sack to seal the cut that Bullseye had put in it. Slinging the sack over his shoulder he rushed back over to Daredevil and slung his arm over his Shoulder. Just then the door to the office/penthouse burst open and off it's hinges and it was Fisk leading the charge. Spider-man jumped out the open window with Daredevil, but just as they jumped Bullseye threw his last knife and it nailed Daredevil in the back.

"AUGHHH" he growled. Spider-man and Daredevil sailed through the air and Spider-man shot a web and swung away. Fisk rushed to the window to see Spider-man swing away, he balled up his fist anger and turned away from the window, only to see that his security vault was open.

"No" he growled running to the room to see his computer destroyed and some DVD's missing, "NOOOO!" he yelled, slamming his fist into a computer screen.

* * *

Swinging high in the sky Spider-man heard Daredevil mutter something.

"What" asked Spider-man

"14th Street Hell's Kitchen…North alley….t-the Night Nurse" said Daredevil before passed out.

* * *

Landing in an alley, Spider-man looked around, but didn't see anything.

"O-Over the-re" Daredevil groaned out. Looking to where Daredevil indicated Spider-man started walking towards a red run down looking door with a sign on it that said: DO NOT ENTER. Not knowing what else to do Spider-man banged on the door. After a few seconds, the door swung open and a brown haired woman, in her mid to late thirties wearing a nurse's outfit stood in the doorway.

"Jesus….Matt what have you done to yourself…..well don't just stand there kid bring him in" she said turning around and walking further into the building. She led Spider-man into a waiting room area, where there were a few chairs and a desk with a lamp on it. Also Spider-man saw that there was a security camera in corner of the room.

'_Whoa_' he thought

"Kid over here" said the woman as she walked towards a room. Stepping into the room she turned on a light to reveal a room full of medical equipment and a bed.

"Lay him down on the bed" she said while going around the room and gathering items. Spider-man doing as he was told, place Daredevil on the bed and backed away. The nurse going over towards Daredevil placed her items down and then took off his mask to reveal the face of Matt Murdock. Turning around she went up to spider-man and pushed him out of the room.

"Wait out here" was all she said before slamming the door in his face.

* * *

**10minutes later**

The woman emerged from the room, and let out a light sigh. Spider-man, who was sitting in one of the chairs, stood up when she walked towards him. She looked Spider-man over and noticed he had a cut on his arm.

"You want me to look at that" she asked him

"Uhhh…no I'm a fast healer" he replied

"Good because I don't work for free…except for Matt, he's one of the few exceptions" she said "Now who are you?"

"Who are you" Spider-man countered

"I'm the Night Nurse"

"Night Nurse" Spider-man repeated

"That's right...now it's your turn"

"I'm Daredevil's friend" he said. The night nurse smiled slightly at his answers, she then turned and went to her desk and sat down. Spider-man walking over to her watched as she opened a drawer on her desk and pulled a small tube.

"Here….this should stop any infection on that cut" she said tossing the tube at him.

"Thanks" he replied catching it, "Now is he gonna be alright"

"He'll be fine…a little worse for wear…but fine….I have him sedated…so you can't talk to him…..plus I don't think he would be in the talking mood, his jaw was slightly dislocated"

"Ouch"

"Yeah….but he can stay here…..I promise he'll be safe here" said the Night Nurse.

"…..When he wakes up tell him I had to go….but also tell him that I'm going to finish what we started" said Spider-Man, grabbing his web sack, and turning to leave the office.

"You still didn't tell who you are"

"Spider-Man" he said over his shoulder, leaving the building

* * *

**Parker House 7:50 am**

"PETER! WAKE UP!" yelled Aunt May banging on his door. Peter grabbed the cover on his bed and wrapped it around himself and then opened his door.

"Aunt May I don't feel so well can I stay home" said Peter putting on his best sick face.

"Oh dear do I need to take you to the doctor" she asked feeling his forehead.

"NO I don't' think so it just might be one of those 24 hour bugs, I mean it is that time of the year" replied peter faking a cough.

"Oh alright….I guess, but if you feel worse call me at my job….I have to go in early today" she said kissing Peter on the forehead.

"Okay Aunt May" said Peter closing his door. Peter went to the window and waited for his Aunt to leave and when she did, he tossed the sheets off himself to reveal his spider-man costume still on. Going to the attic Peter went to his computer and put in another disc that he stole from the Kingpin's office. Peter had been up all night looking at each disc to find evidence against the Kingpin, but the Kingpin was smart, in all of the video recordings he was either out of frame or partially in the frame, and Peter had seen enough cop shows to know that he still didn't have what they call quote: A Smoking gun or Fisk with his hands in the cookie jar.

"Damn it" yelled Peter rubbing his eyes "Come on he has to have slipped up" he said while putting in another disc.

**RING! **Went Peter's cell phone. Grabbing the phone Peter saw that it was Gwen calling him.

"Hello"

"Hey, where are you"

"I'm not coming to school today I'm not feeling well"

"Do you want me to come over?"

"No…No I'll be fine…..but thanks though"

"You know Peter you were supposed to be taking me to the movies later today"

"…."

"Peter"

"Huh….oh yeah Gwen I'm sorry I'll make it up to you later…I have to go Bye" said Peter as he quickly hung up the phone, while he was talking to Gwen he was also watching one of the security disc, and something interesting caught his eye. Peter watched as that Bullseye character walked into Fisk's office but he was followed by two guys who were dragging a man that had been beaten pretty badly. Peter leaned forward in his seat when he saw Fisk Get up from his seat a walk into the sight of the camera. Fisk leaned in low and whispered something to the man, before he reached into his coat pocket and pulled out an envelope and handed it to Bullseye. Bullseye took the envelope and opened it to reveal some cash, closing the envelope, Bullseye stuffed it into his coat and pulled out a knife and then slit the man's throat.

"My God" said Peter as he watched the scene. Fisk turned and his face could be seen clearly by the camera. Peter paused the video and looked at the smile on Fisk face.

"I gotcha….Kingpin" said Peter, "Now all I have to do is make a copy and then get this to the police" he continued, clicking the copy button on his computer.

* * *

**Later that Night**

Landing in the shadows on the side of the police precinct, Spider-man crawled to the top of the building to where he knew Captain Stacy would be. Looking through the window Spider-Man saw Captain Stacy in his office alone at his computer.

'_Okay here we go'_ he thought to himself knocking on the window.

* * *

Captain Stacy looked up from his computer when he heard knocking. Turning around he saw a red fist knocking on the window. Drawing his weapon Captain Stacy went to the window and opened it only to be greeted by Spider-Man who was sticking to the wall.

'_How does he do that'_ he thought

"Hi" said Spider-Man waving his hand

"Don't Hi me get in here" replied the Captain. Spider-man crawled through the window and dropped down to the floor.

"So, should I put my hands up"

"Well you did attack two of my men…..and blew up a warehouse"

"I thought you were smarter that that I didn't blow that place up"

"But you did attack my men"

"Yes I did but I had a good reason"

"What's in the bag" said Captain Stacy looking at the bag Spider-man had on his shoulder.

"My good reason for attacking your men"

"Is it a good reason" asked the Captain putting his weapon back in its holster.

"Depends on how much you know about the Kingpin"

"Who doesn't know about him….the supposed ruler of the New York's underworld…..first time I heard about him I shook it off as a myth….but now I know he exist…..We just don't know his identity…..or his place of operations…For a while it was speculated that it was Wilson Fisk but he proved that it wasn't him" he said

"Well I beg to differ" said Spider-Man tossing the bag to Captain Stacy "Everything in the bag is all you'll need to put the Kingpin behind bars forever"

"Kid….what you're doing this costume thing it's …."

"What I'm doing is trying to be something more than just a victim…..or just a person that ignores all the injustice that happens in this city….this is my home….and I'm going to fight for it and nothing you say will change my mind Captain" said Spider-Man

"…..Can I trust you?"

"You can trust that I will always do the right thing….and that I'm here to help" said Spider-man before he flipped over the Captain and out of the window disappearing into the night.

* * *

"WILSON FISK IS THE KINGPIN OF CRIME!...I KNEW THAT FAT BASTARD WAS LYING WHEN HE SAID HE WASN'T" shouted Lieutenant Lee, looking at the disc Spider-Man had dropped off.

"Yeah I had a feeling that he was lying as well…..but keep looking, look at the person he's supplying money to…Bullseye...an assassin that the FBI's been after for years" said the Captain, taking out the disc and putting in another one "Look at this one can you tell me who that is"

"Is that the mayor?"

"Yeah it is"

"No wonder the city didn't want to send any money to our department…keeping us under funned so we don't go after the Kingpin" she said

"Keep watching Terry…it's not just the mayor, but Senator's…and police Captains"

"Is that the late Captain Calhoon?"

"Yep"

"Damn…this thing is deep….how the hell did you get this"

"The Kid"

"Wha….Spider-Man"

"Yeah….he comes in here and hands me a giant bag of evidence on the Kingpin and say's he's trying to help"

"Well with this kinda help I'm glad he's on our side….what's the problem"

"The problem is that we are going after the biggest crime lord on the eastern coast….this is gonna get ugly real quick…no telling who else is under Fisk's thumb"

"I hope this is not a whose side are you on Terry speech, because if it is I'm going to pull out my gun"

"Hell no Terry…I know I can trust you….but who can we trust out there….we log this into evidence and the next day it's suddenly gone…or we are getting into our cars and they suddenly go up in flames"

"I hope you're not thinking of burying this"

"Hell No Fisk is a low life….but his money speaks volumes….we are gonna be targets"

"Afraid George"

"Just informing you of the danger"

"You watch my back and I'll watch yours…so are we gonna arrest Fisk or what"

"First I have to make a call…..and then we are gonna arrest him" replied Captain Stacy.

* * *

**Even Later that night Fisk Towers**

"Uh Mr. Fisk the police are here to see you"

"Send them in Michelle" replied Fisk as he sat comfortably in his chair. Captain Stacy, Lieutenant Lee and 3 other officers walked into Fisk Office looking confident.

"Ah Captain Stacy what brings you here to my office"

Walking up to the Fisk's desk Captain Stacy reached into his coat and pulled out a large set of handcuffs.

"I had these especially made for you Mr. Fisk or should I call you the Kingpin of Crime"

"I want my Lawyer"

"That is you right…but in the Meantime Fisk you're gonna take a little ride with us down to the station…boys read him his rights" said Lieutenant Lee with a smirk.

* * *

**Police Station: Interrogation Room**

"Are you the Kingpin"

"…"

"Doesn't matter if you don't say anything we have evidence that you are indeed the Kingpin of Crime"

"…"

Captain Stacy was interrupted from his questioning of Fisk when the doors to the interrogation room opened and a man in a black business suit walked in.

"Captain Release my client right now" said the lawyer

"Your client is under arrest for facilitating a murder and for being the Kingpin of Crime, we have evidence to suppor…."

"Not anymore, this so called evidence how did you receive it"

"An anonymous source"

"Well until you reveal this anonymous source all evidence that you have against my client is unusable in a courtroom….now come on Mr. Fisk I already posted your bail" said Lawyer, "Oh and before we take our leave this is a gag order for your whole department anyone utters a word of this to the public I…. we can and will sue your whole department" he continued handing Captain Stacy a slip of paper. Fisk got up from the table and walked out of the room with a slight grin on his face.

"You do know you're going to jail for life Fisk….I will personally see to it, I saw the tapes"

"I highly doubt that Captain Stacy…And I'd be careful if I were you throwing around threats like that"

"You can't intimidate someone who isn't afraid of you Fisk" replied the Captain, staring into his eyes. The lawyer and Fisk started towards the exit, when Lieutenant Lee stepped in front of them.

"You can't do this….He is a murder!" she yelled

"I just did Lieutenant, Now move before I slap you with a slander lawsuit" he replied brushing past her.

"Captain….how can you be so calm…he's getting away"

"No he's not Terry…remember that call I had to make" asked Captain Stacy.

* * *

**Flashback: Earlier in the night**

"Jonah, It's me…..what do you mean me who….it's George…George Stacy the man who introduced you to your wife….Listen I have a story for you and the Bugle, but you're gonna have to get your best reporter over to the station quick, because you're not the only paper or news station I'm calling…..Damn It Jonah I don't have time to argue…..Just Listen what do you know about the Kingpin…."

* * *

Walking outside the police station, both the Lawyer and Fisk were bombarded with the media from all over the city. From the major networks, newspapers, and local inquisitors, every reporter and news camera was pointed at Fisk and they all wanted to know about the Kingpin of Crime.

"MR. FISK...MR. FISK! OVER HERE...MR. FISK DAILY BUGLE IS IT TRUE YOU ARE THE KINGPIN OF CRIME! MR. FISK"

Fisk saw all of the media, and the flashing cameras and he immediately frowned. Rushing towards his limo he got in and told the driver to take him home quickly.

"You see Terry while he may have momentarily slipped away, his reputation is damaged and it's gonna stay damaged after one of those security tapes 'accidentally' finds it's way to a news station.….once this gets out his competition will eat him alive and then he'll be back, either by choice or by morgue…..but the point of the matter is the Kingpin is finished" said Captain Stacy going back into the police station.

* * *

**Fisk's Office 2:45 am **

Bursting into his office Fisk slammed the door with all his might. Grabbing the fist thing in his sight which was a medium size statue, he picked it up and threw it across the room, destroying it on impact. For the next five minutes Fisk proceeded to destroy everything in his office, his bed, desk, anything he could get his large hands on it was turn to pieces. Finally settling his anger Fisk stood in the middle of the office in deep thought, because his identity had been blown, he would now be under constant surveillance meaning that it would be easy for his competitors to slip in and take shots and him and his empire, also everyone that he's strong armed into serving him will try to back out. Fisk was beyond pissed, years and years of careful and constant planning shot to hell in one night, all because he didn't kill Daredevil when he had the chance. His enemies would be coming out of the shadows now that he's in a vulnerable state, they would try to take what he believed to rightfully be his, but he would rather die than to let them take control of his criminal Kingdom. So deep in thought Fisk almost missed the sound of chuckling. Looking around he heard the chuckling getting louder until it turned into an outright laugh. Stopping his search he slowly looked up to see Spider-Man sticking to the ceiling laughing at him.

"Looks like you've had a bad day" laughed Spider-Man

"You have a lot of balls to do this to me boy…..I didn't earn the title of Kingpin for nothing" growled Fisk.

"I'm sure….but what you need to understand is that your time of rule is over, no one else will suffer because of you"

"Admirable boy but naïve…just like Daredevil…you'll never win this war, you costumed freak…..Never" Fisk replied.

"Are you sure about that….Hot off the presses" said Spider-man throwing a paper on the ground at Fisk's feet that read in big bold letters: **WILSON FISK IS THE KINGPIN OF CRIME.**

"Be seeing you Kingpin" said Spider-man crawling towards the window then jumping out and swinging away into the night proud of his first success as the Amazing Spider-Man.

* * *

**End of Chapter 3: Read and Review, I thank everyone that has reviewed this story so far and I hope that the reviews continue and I hope that everyone is enjoying each chapter as they come, ****That ends the first story arc of volume 2 like I said it's all action from here, chapter 4 should be up soon so until then….**

* * *

**Character Bio: Kingpin**

**Name: ****Wilson Fisk**

**Age: ****Late 30s early 40s**

**Abilities: ****Highly intelligent, 400pounds of pure muscle, extremely resourceful. **

**History/Personality: ****Wilson Fisk grew up extremely poor, and extremely overweight. As a result of this he was ridiculed mercilessly at school and around his neighborhood. His parents were honest workers, but being honest didn't bring money into the house. One day Wilson got sick of being bullied so he brought a knife to school and stabbed one of the bullies a total of 6 times. The boy lived but was forever scarred. Wilson on the other had got sent to juvenile, where he quickly learned how to fight. Being released from juvenile at the age 17, Fisk began his life of crime, doing small jobs for the local gangsters it was at this time he began to do a lot of reading and a lot of lifting weights. At age 18 he was arrested again and sent to prison upstate. After being released at age 22 he vowed to himself that he would never again go to prison. It was at this time he join Don Regoletto's gang, a major player in the crime racket, and it was at this time he did an initiation job for Don Regoletto; kill a boxer named Jack Murdock for not throwing a fight. Fisk Killed Jack Murdock with out a second thought, thus become a trusted member of Don Regoletto's inner circle. 5 yrs later He killed Don Regoletto and took over his gang and cemented himself as the Kingpin of Crime. **

**Next Up: Interlude: Blood in the Water**


	4. Interlude: Blood In the Water

**Disclaimer: I DO NOT in Any form or fashion OWN ANY of these Characters, ALL CREDIT GOES TO MARVEL AND STAN LEE, I'm making NO MONEY off this story NO MONEY is being exchanged so please Do NOT SUE…I ask again Please DO NOT SUE…because I have no money….really I don't **

**Hey New chapter up; Read. Enjoy. And Don't forget to Review**

* * *

**Interlude: Blood in the Water**

"BOSS...BOSS!...Here have you read today's paper" said a man in a mobster type outfit complete with: blue and black pin strips on his suit, and he also happened to have an abnormally large and flat head.

"Of course I read it you imbecile and this is the opening I was waiting for, Fisk has finally slipped up and now it my time to rule this city" came the deep voice of L. Thompson Lincoln, sitting in his chair with his hands together.

"I don't understand Boss how are you gonna do that when the Kingpin owns half of New York" said Hammerhead.

"Think Hammerhead with Fisk's Identity as the Kingpin exposed people are going to be looking at his operations more closely, which means all we have to do is sweep in and collect when he isn't looking and I know exactly where to strike first" replied Lincoln with a smile on his face.

"Where Boss"

"His wallet Hammerhead…..think about it Fisk prides himself on calling his company a military supply company, but whose company recently gets the majority of the military contracts that Fisk has had his eye on acquiring" Lincoln asked.

"Stark Industries" replied Hammerhead

"No…...the answer Hammerhead is Oscorp Industries, Recently Norman has been getting all of the major government contracts and as a result the stock in his company has risen and Fisk has been after Oscorp for years and Osborn has barley fended him off…..but now that he's exposed we can sweep in take control of Oscorp and by combining his company with my company, it increases my money and my reach" said Lincoln still smiling.

"Wow Boss you've been thinking about this for a while Huh"

"Of course I have Hammerhead…..now leave me I have much to do in a short amount of time"

"Sure Boss…but one more question How are you gonna deal with Osborn, If he can fend off someone like Fisk for so long how are you gonna swoop in and take his company from him" asked Hammerhead.

"Easy Hammerhead….I'm going to use my powers of persuasion to convince a few of Osborn's stock holders to sell me their stock's and as for Osborn…..well…..do me a favor Hammerhead…Call Flint Marko and tell him to stay in town for a while I may have a job for him to do….real soon" said Lincoln

"Sure thing Boss" replied Hammerhead leaving Lincoln's office.

* * *

**Across Town**

"Well Daddy, It looks like you were right…..Fisk was bound to slip up one day"

"You see Sable…..patience is the key to success, plus it did help that Fisk was an arrogant bastard" came the voice of Silvio 'Silvermane' Manfreddi.

"So what shall we do now Daddy…can we kill him, because I'm just itching for a fight…I think my Katana is starting to rust" said Sable sitting on her father's desk.

"Sable you grow more and more like your mother everyday…beautiful and deadly….but no we don't kill him yet"

"Why"

"Because even though his identity is exposed he's still just as dangerous…..he's gonna be expecting attacks from all sides…..and I'm kinda curious to see who the major players are going to be in this little coup of Fisk's crumbling empire…..If I had to guess for sure one person that's gonna go for a grab is that pale face ex-goon of mine Lincoln" he replied.

"So….what we are just gonna sit on our hands while Lincoln makes a play" asked Sable

"No my daughter you misunderstand….we are not gonna not kill Fisk yet….but we are gonna test the waters a little bit" said Silvermane " Contact Schultz and tell him I need to meet with him now and tell him to bring those new firearms of his that he's been bragging about lately" he continued.

"Awww Daddy….Not Schultz….I hate that guy"

"I thought the two of you…." Started Silvermane before being interrupted by Sable

"We had one date….and it ended up with me knocking out three of his teeth" she said.

"Regardless though Sable….I need him for this job…can you do it for me" asked her father.

"Of course I can Daddy…..but that doesn't mean I have to like it" she replied getting off of the desk and leaving her Father's study.

* * *

**Oscorp: Norman's Office**

"**Well Osborn if you ever needed a sign….This is it"**

"Yes this would be the perfect time…but that is something he would expect….we have to hit him wh…" Started Norman before he was interrupted.

"**Oh MAN UP OSBORN….that's why people walk all over you….your too busy sitting in your Ivory tower plotting instead of taking action….Fisk will be expecting Norman Osborn, he will never expect me" **

"I don't think this is the right time" Norman started again before he was interrupted again.

"**YES IT IS! …It's the right time to strike at one of your greatest enemies…..and you need to strike at his throat while he's vulnerable….With his Identity exposed he'll be a sitting duck….it's time to exert your dominance Osborn and If your too Scared LET ME…" **

KNOCK! KNOCK! Went the door to Norman's office.

"Who is it"

"It's me Sarah" said Dr. Stevens through the door

"Enter" he responded.

Dr. Stevens opened the double doors and walked into the large and lavish office. While she was walking she was looking around the room in curiosity and then her eyes met Norman's who was giving her a hard stare that border lined on a glare.

"Sorry to interrupt you Norman but…..who were you talking to just now" she asked while approaching his desk.

"Is there a reason for this visit Stevens" said Norman curtly

"Um….y-yes Dr. Warren is requesting you presence in the lab I believe we have successfully synthesized more Oz"

"Excellent….Thank-You Stevens I'll be there shortly" he replied. Dr. Stevens gave him a slight nod while still looking at him in a curious way, turning around she exited the office and went back to the underground lab, leaving Norman alone in his office once again.

"**That woman is going to be trouble…she is far too curious for her own good" **

"Stevens is of no concern she'll do what I say….I'm more concerned about Warren and his little side projects that he thinks I'm oblivious to" said Norman

"**Kill him plain and simple…If he doesn't follow you rules KILL HIM!" **

"No at least not yet he still has some usefulness, he just recreated the formula"

"**Why" **

"Well you said we need to strike and your right we do but first I want a little insurance….plus no doubt others will step up and try to take over Fisk's empire" said Norman.

"**So…they'll be no match for me….I don't agree with this thought process it's so beneath you….your gonna inject more people with the OZ …..bad move Osborn….bad Move" **

"That's what you think….but guess what I don't care what you think this is MY BODY, MY MIND, MY PLAN and we are going to do things MY WAY….GOT IT"

"**For Now Osborn…..Your Body, Your Mind, Your Plan…..For Now" **

"I grow tired of talking to you…..I must go and check on my legacy" said Norman rising from his chair, straightening his suit and making his way out of his office and towards the underground lab.

* * *

**Matt Murdock's Apartment**

KNOCK! KNOCK! Went the sound of Matt's front door. Matt Murdock was sitting in the middle of his floor meditating and recovering from his injuries, when he heard the door, but him having the super senses that he had, he already knew who was at the door before they even stepped foot into the building, and he had already unlocked the door.

"It's Open" said Matt not opening his eyes from his meditation. Opening the door the man walked into Matt's apartment. The man was about 5'8 had matted down brown hair, a 5 o'clock shadow, baggy eyes that suggested he hadn't slept in a few days, and a cigarette in his mouth, the man's name was: Ben Urich a reporter for the Daily Bugle.

"Ben you smell terrible and how many times have I asked you not to smoke around me" said Matt from his position on the floor.

"Sorry….. Habit" replied Ben taking the cigarette out of his mouth, " And yes I do know that I stink Matt, but Jameson has every available reporter covering Fisk day in and day out trying to catch him doing something illegal" said Ben

"Fisk is smart your not gonna catch him like that" replied Matt

"Tell me something I don't know…but you know Jameson there's just no talking to him"

"So why are you here Ben" asked Matt

"To get the story on how Daredevil took down the Kingpin of course…..Jameson told me how he got a call saying that someone dropped off all the evidence anyone would need to put the Kingpin away for good….and I only know one guy capable of doing something like that" said Ben

"Well then this should be quick because I didn't do it" replied Matt opening his eyes

"What do you mean….If it wasn't you who was it"

"My apprentice of sorts…his name is Spider-Man"

"Wait….you have an apprentice"

"Yes...suprised"

"Very...So he's responsible for the Kingpin's expose…I sense a story coming tell me everything Matt" said Ben taking out his notepad.

"I'll tell you some but not all...and no I'm not gonna tell you his Identity….but it began about a year ago" he started. While he was talking Ben Urich wrote down every word intrigued about the story of Spider-man.

* * *

**Police Precinct**

"Ben Urich to what do I owe the pleasure of your visit" asked Captain Stacy leaning back in his chair.

"Off the record information George" replied Ben sitting down in the chair in front of Captain's Stacy's desk.

"Is this about the Kingpin"

"yes and no"

"Please Urich….enough….what do you want…I'm busy"

"Okay….who is Spider-Man" he asked

"….No Comment" replied Captain Stacy quickly

"NO Damn it George don't do this….you owe me after that story I sat on for you two years ago"

"I can't talk aobut that with you….but I can get you someone who can but you have to promise me…." he started

"Yes Yes I know the drill George you can trust me" said Ben

Captain Stacy pulled out his cell phone and dialed a few numbers and waited for the person on the other line to answer.

"Yeah Terry where are you now…..Central Park…no stay there you have a visitor coming who wants to know about our mutual friend …alright bye" he said closing his phone.

"Well" asked Ben

"Central Park….by the fountain"

"Thanks"

"This makes us even Urich" replied Captain Stacy as Ben left the office.

* * *

**Central Park**

"Ben Urich….If George would've told me it was you I would've cursed him out over the phone Captain or not" said Lieutenant Lee as Ben made his way off to her.

"Nice to see you too Terry" replied Ben sitting next to her

"Can't say it's nice to see you... I'm still pissed by the fact that my sister's death barely got any mention in that shit you call a paper" said Terry

"And I told you…just like you I have a Boss and Jonah was more concerned about Kassidy"

"Whatever…..so you want to know about the Kid"

"Spider-Man's a kid" said Ben Shocked '_Dammit Matt you left out a few things'_ he thought

"At least me and George think so, I mean for his size and the way he sounds I'd say somewhere between 15-17….but to be honest he's an adult in a kid's body" said Terry

"Really….what's with all this cloak and dagger stuff why couldn't George tell me this at the precinct" asked Ben.

"Easy….the walls have ears….all that evidence the kid dropped us implicated several known cops in our department working under the Kingpin…plus the whole damn department is split down the middle on Spider-Man situation he beat up a couple of cops….now most of the department wants payback….but on the flip side he's save quite a few lives….so nobody really knows what to think of him"

"What do you think?"

"I think he's a blessing because without him Kassidy would still be free and Me and George would probably be dead" said Terry.

"So Spider-Man took out Kassidy and he's exposed the Kingpin two of the biggest threats New York has ever known…wow" replied Ben shaking his head

"Yeah"

"And Nobody save for a few people has ever gotten a glimpse of him"

"Yeah….but I have a feeling that as time rolls on you'll get your chance" she said just as her cell phone started to ring "This is Lee….alright I'm on my way" she replied into the phone.

"Urich, we gotta cut this little chat short…but I hope it was informative"

"Very"

"Good be seeing you" she replied getting up and walking towards her car, leaving Ben sitting by himself.

"Spider-man….huh….Jameson is gonna love this" said Ben laughing to himself while getting up and going to his car and back to his job at the Daily Bugle.

* * *

**Unknown Location**

Stepping off the rickety elevator Sable Manfreddi walked further into the make shift low budget lab.

"God it stinks in here" she said to herself looking around and seeing trash everywhere, a bed that wasn't made, and mechanical parts thrown everywhere.

"SCHULTZ!" she yelled "You in here" , looking around she saw a light at the end of a dark hallway. Walking down the hallway she entered into a medium size work station with more mechanical equipment and even more trash.

"He lives like a complete slob….I can't believe I thought he was cute"

"Ya know it ain't nice to talk about someone behin their back" came the southern accented voice of Herman Schultz, who was standing behind Sable. Spinning around quickly Sable thrusted out a left handed back fist, that struck her opponent in the nose, not stopping there Sable grabbed him and kneed him in the stomach and then flipped him over and held a knife to his throat.

"DON'T….EVER…SNEAK UP ON ME AGAIN" said Sable through clenched teeth, while debating whether she should slit his throat.

"Got..cha" he replied in a raspy voice. Letting him go Sable put her knife back into it's concealed holder. Herman stood up and rubbed his neck then his stomach.

"Whoa little lady I think you have an anger problem" said Herman

"No I don't…..It's just that ever time my father needs your explosive expertise I'm always on the one that has to fetch you"

"Well we do have a bit of history…You and I" he replied

"It was one date…..and I see you had your three front teeth put back in" she said with a small smile.

"Painfully put back in….but baby was it worth it" he replied while brushing some hair out of her face.

"Don't touch me" said Sable while grabbing his hand and twisting it "I see you still haven't learned you lesson" she continued still twisting the hand

"W-what c-can I say I'm a sucker for a beautiful face…..remember what I said about anger" he struggled to get out. Sable let his hand go and he immediately cradled it.

"God I despise you"

"I Love you too Sable…..So what does the old man want blown to hell anyway" he said, rubbing his wrist.

"He didn't say but I do know that it's got something to do with the Kingpin"

"Sounds fun"

"He also told me to tell you he needs to meet with you now and for you to bring your new weapons or something" said Sable walking towards the exit.

"Oh My gauntlets…..how did your father find out about those" asked Herman

"My father is very resourceful….now come we're wasting daylight" she said over her shoulder.

"Yes ma'am" replied Herman as went over to the junkie table and looked under it and pulled out a large metal briefcase.

"What's in the briefcase" asked Sable as Herman came into view and stood on the rickety elevator, next to her.

"My newest and greatest invention" he said as the elevator rose to the top. Exiting the dilapidated building and into the morning sun, the two started walking towards the black limo that was wait across from the building, that was waiting for them. Stopping at the car Herman put the briefcase down and opened it revealing two sleek, silver hand gauntlets. Picking them up Herman put them on; they fitted snuggly against his hands and his forearms.

"What are you doing Schultz" Sable asked

"What I always do beautiful…before every job I always test out my inventions to make sure they are in working order….and I always destroy the places that I squat at to prevent anyone from finding me that I don't want finding me" he said as he powered up the gauntlets. With a minor flick of his thumbs the gauntlets unleashed a large and powerful sonic blast that hit the building with the force of a tidal wave. The sonic blast completely obliterated the building, leaving nothing but dust, and rubble.

"Ha"

"Impressive Herman…very impressive" replied Sable looking in slight awe at the power in the gauntlets.

"I know it's impressive….I did make them" He said looking over at her, "Oh and one more thing Sable"

"What"

"Don't call me Herman anymore I hate that name"

"What should I call you then" she asked While opening the door of the limo and getting in, with Herman doing the same.

"Call Me SHOCKER" he said with a smile, as he felt the car start up and speed off leaving nothing but destruction behind them.

* * *

**End Interlude: ****Read and Review; that's all for this chapter, things are starting to heat up for our hero as we come to the second villain in his rogue Gallery: The shocker**

**ps: Just so everyone can rest easy, Everyone will make an appearance in this story: Venom, Anti-venom, Carnage, Green Goblin, Sandman, Lizard, X-men, Avengers, New Avengers, SHIELD, Hydra, Fantastic Four etc... Volume 2 primarly deals with all of Spider-man's Villians with some cameos from the people I mentioned above, but the majority of Spider-man's Villans will appear in volume 2 in some form or fashion.**

**Next Up: Public Menace #1 **


	5. Public Menace 1

**Disclaimer: I DO NOT in any form or fashion OWN ANY OF THESE CHARACTERS, all CREDIT GOES TO MARVEL AND STAN Lee, I am in no way making any money off of this story, no money is being exchanged so please DO NOT SUE, I absolutely…absolutely have no money, none….so I ask one more time PLEASE DO NOT SUE….now onto the story. **

**New chapter Up: ****Read. Review. And Most Importantly ENJOY.**

* * *

**Chapter 4: Public Menace #1**

**Daily Bugle**

"URICH!...What the hell is this Garbage" came the irritated voice of one J. Jonah Jameson editor and chief of the Daily Bugle. Jameson was a fairly tall man with a close cut hair cut, a haggard looking face due to years of smoking, a mustache and an average body build. Jameson was widely known as the man with the short fuse due to his nature to always flying off the handle at things not matter how big or small.

"Its news Jonah" replied Ben, the bugles top investigative journalist.

"It's CRAP!...a half man half spider…a Spider-man, swinging around the city…GOD URICH this is almost as bad as that damn Daredevil piece…..ARE YOU TRYING TO SABATOGE THIS PAPER!" yelled Jameson

"I'm trying to report Important news"

"Ha….If you're trying to do that you would still be outside Fisk's office like every other reporter in this city" said Jameson lighting a cigar.

"Whatever….so are you gonna run the story or not"

"Not unless you reveal your sources or have proof until then all I want you to report on is FISK! FISK! FISK! AND MORE FISK!...NOW GET OUT OF HERE" yelled Jameson with a wave of his hand.

'_Asshole_' thought Ben as he left Jameson's office and went to his desk.

* * *

**Silvermane's Place**

Barging through the double doors to her Father's study Sable strode up to her Father Silvermane, who was sitting behind his desk writing in a notebook.

"Something the matter sweetheart" asked Silvermane without looking up from his notebook.

"Next time Daddy send someone else to pick up that egotistical bastard" said Sable angrily.

"Awww... little lady don't be like that you know you can't get rid of me by storming off' said Herman Schultz aka '_The Shocker'_ walking into Silvermane's study.

"Oh I could get rid of you all it would take is a bullet through the skull, but you're lucky my Father is in need of your services" she said while folding her arms.

"Well he did dangle the right bait to get me here" he said

"WHY YOU SLEAZY…." But she was interrupted from her tirade by her father.

"ENOUGH!...the both of you, Schultz I have need your explosive expertise"

"So I dun heard….what's the job" asked Schultz

"By now I'm sure you heard that Fisk has been outed as the Kingpin"

"Who hasn't…bout time that Fat Bastard got what was coming to him"

"Says the man that used to work for him" Sable chimed in.

"Hey sweet cheeks money is money doesn't mean I gotta like the guy"

"Getting back to my point I want you to attack one of his strongholds…The Ritz Bank in Manhattan, and I want you to destroy it completely burn everything, don't leave a single brick or stone standing, reduce the place to ashes" said Silvermane sternly.

"When"

"Saturday a week from today, a large money shipment is coming in around 11:00 am that day according to my sources"

"You want me to blow it up in broad Daylight" asked Schultz with a little hesitation

"That's right….can you do it"

"Of course, but since it's in the daytime the risk factor goes up and so does my pay" replied Schultz.

"Of course you'll be handsomely rewarded"

"Then consider the bank Destroyed courtesy of the SHOCKER" said Schultz

"Shocker" Silvermane repeated while raising an eyebrow.

"Goes along with my gauntlets"

"Yes I've been hearing that you've got some new type of explosives"

"Ha these are so much more than just explosives, you see the problem with explosives is that there's always some residue left over which could possible lead a trail back to the person who created the bomb, namely Me…..but with my newest creation my gauntlets there's no chance of that happening"

"Why is that?"

"Because these gauntlets use the sound vibrations in the air and compress them into sonic concussion blast and also with these gauntlets I can control the size of the blast as well"

"Are they effective?"

"Ask your daughter"

"Sable"

"They'll get the job done Daddy" she replied

"Good…Schultz" Started silevermane before he was interrupted

"Shocker" he corrected

"Okay Shocker….here's half the money the other half will be given upon completion" said silvermane reaching under his desk and placing a briefcase on the table.

"Always a pleasure Silvermane….Sable…..Call Me" said Shocker grabbing the case.

"SCREW YOU!" Sable yelled at him.

"Anytime babe" Shocker laughed as he walked out of the study with half of his money in his hands.

"God Daddy, I really hate him" said Sable sitting on the desk.

"I know dear but he is a necessary evil if I want this little plan of mine to work" he replied.

"Which I've been meaning to ask you about why are you attacking the Ritz Bank, when the Foundation bank in the true stronghold"

"Simple misdirection my dear….Fisk wants everyone to think that's his stronghold but it's the Ritz because it has all of the Mob's Money…..one big pile"

"Really" she replied interested

"Yes, the Maggia, Champoti, and the Buotoni's have been using The Ritz bank to wash their dirty money for years, It's was established years ago that the Ritz would be a neutral zone between the three family's as a sort of truce to end that war 10yrs ago, but no one saw Fisk rising to power the way he did and taking over the damn bank…They tried to reclaim it but Fisk proved to be too powerful" said Silvermane

"So what they just let Fisk roll over them"

"Yep…..they can still use the bank as a place to wash their money But Fisk of course gets the biggest bite of the pie, He says the reason is because Protection fees…that Fat Bastard" said Silvermane

"But now that he's been outed its he whose gonna need the protection, since everything he does will be under extreme scrutiny" she replied catching on to the logic

"Exactly using Schultz to destroy that bank leaves the three families without a place to wash their money"

"Which is where we come in with the olive branch waving protection and a place to wash the money" continued Sable

"There by increasing our ranks with the Maggia, Champoti's and Buotoni's who each own a portion of little Italy" said Silvermane with a smile

"Clever Dad, Damn Clever" replied Sable with her own smile "But Daddy why did you hire out Schultz we have our own guys who could've set some bombs up"

"Like I said earlier I want to test the waters, using our guys Fisk could track them back to us, even though he's under a microscope I'm not naïve enough to think that he isn't still as deadly….Fisk is the sneakiest man I've ever met Sable…and I've met some very unsavory people in my life"

"So by using Schultz, he takes the potential backlash of Fisk instead of us" said Sable

"Yes, give Schultz two days after he's completed this task and if he's still alive we can proceed with our plans….and if he's dead well then I'll just have to think of a better plan" Silvermane replied.

"It's a brilliant plan Daddy"

"I know sweetheart now I have a lot of reading to do" he said putting on his reading glasses.

"What are you reading"

"Sable dear…What do you know about the Tablet of Time" asked Silvermane not looking up from his book.

"The What"

"Never mind…see you later pumpkin"

"Bye Daddy" she said getting up off the desk a making her way out of the office leaving her father to his reading.

* * *

**T.V.**

"_Welcome to the 9:00 news I'm Michelle Burns bringing you up to the minute news. Tonight's story A half Man Half Spider in New York is it a myth or is it real. Over the past year we've hand increasing reports of a man who moves and dresses like a spider; we have some eye witnesses who have seen this urban legend in action:_

"_YO man check it out he came out of the sky like boom and beat up these guys like they were nuthin….."_

"_My husband and I were attacked and he came and he was swinging on a web….._

"_He had this web stuff come out of his hands and he can climb walls, it was creepy and cool at the same time"_

"_This is just a few of the dozens of reports of this mysterious vigilante…..we will bring more news as it comes….this Michelle Burns reporting….._

* * *

**1 week Later Friday: Midtown High**

It was lunch time at Midtown High and most of the student populace was in the lunchroom and as with any High school gossip about different topics were all about, but today everyone seemed to be on the same topic, and the topic of the day was: Spider-Man.

"I heard he has six arms"

"Oh yeah well I heard he can spit acid from his mouth". The chatter began to rise in the lunchroom as each minute passed.

"ARGHHHHH…..every damn table it's the same…SPIDER-MAN, SPIDER-MAN, that's all I've been hearing all day" said Gwen as she sat down in the seat next to Peter, at their usually spot in the lunchroom.

"I take it you don't like him" replied Peter reaching over to her tray and grabbing a couple of French fries.

"It's not that I don't like him, its just that….no one's ever gotten a glimpse of him and….he's stealing the thunder away from my dad" said Gwen

"Ah now we get to the heart of the problem"

"Its just that my Dad became the Captain of one of the largest precincts in the city and he barley gets any mention….He puts in 110% every day of the week, I mean he comes home sometimes at like 2 in the morning totally exhausted, my Dad risks his life everyday and does he get a single mention NO, and this Spider-guy is on the scene for 5 min and he already has fan sites its….its…..ridiculous" said Gwen a bit forcefully.

'_Tread carefully parker'_ Peter thought to himself before speaking "Listen Gwen…he's only popular because he's a novelty okay….I mean come on a guy who can stick to walls people are drawn to the unusual, especially in this city where anything is possible…it'll pass" said Peter hoping that was enough to calm her down and grabbing another French fry.

"I guess" she said "Hey stop eating my fries….I want those" she replied playfully.

"Can't help it love fries" said Peter sharing a laugh with his girlfriend. While Gwen and Peter ate their lunch, Gwen looked around and didn't spot the other half of their little group.

"Hey where's MJ and Harry" asked Gwen.

"MJ is six degrees to the left and up two tables, and Harry is 4 degrees to the right down 1 table" replied peter while eating his lunch. Gwen looked up and saw Mary Jane sitting at the table full of cheerleaders, and then she turned around and looked to see Harry sitting at a table full of the football and basketball team.

"I noticed that last year, they didn't always sit with us after we became friends that day we all ditched…I didn't say anything last year about it …because hey I was the new girl, but now that I'm not new anymore I'm beginning to get a little pissed"

"Don't get upset Gwen it's….it's a complicated chapter in the lives of Mary Jane Watson and Harry Osborn" replied Peter.

"Yeah I bet it's complicated, but doesn't it bother you that they don't sit with us and they are supposed to be our best friends"

"Not anymore….Now that I have you"

"Smooth" she said

"Thanks"  
"Why would they sit and pretend to be friends with people they hate" asked Gwen looking back and forth between Harry and MJ.

"The Dynamics of High School Gwen…no one said it would make sense" said Peter grabbing some more fries off Gwen's tray.

'_Oh yeah well I think it's time I had a little heart to heart with MJ and Harry'_ thought Gwen as she watched Harry and MJ laughing.

* * *

**11:00pm New York City **

'_Shit_' thought a guy as he ran through the streets of New York City. Gasping for air the guy continued to run, despite the fact that his lungs were on fire due to years of not exercising. Running around a corner and into an alley they guy came to a sudden stop due to the fact that there was a 10 foot brick wall blocking his path.

"NOOOOO!" he yelled as he heard the police sirens from the police cars near his position.

Two police issued cars pulled up to the entrance of the alley and turned off their lights. Four police officers got out of their cars and walked into the alley after the guy they were chasing.

"Oh Richie don't you know you don't run from the police because we will catch you" said one officer with the name tag that said Officer Williams.

"Come on Richie I thought you were smarter than that" said the second officer with a tag that said Officer Hodgins. Both Williams and Hodgins started walking closer to Richie until they were about a foot away from him. The other two cops Officer Matthews, and Officer Duncans followed behind their superiors.

"Williams I'm not comfortable with this" said Officer Matthews

"Dammit Hodgins I told ya the kid was weak….but kid you're already in too deep to back out now so I suggest you shut your mouth" said Williams from over his shoulder.

"Yeah Matthews you've already taken the Kingpin's money so you work for him and even though his Identity is exposed, that doesn't mean you skip out on his payments isn't that right Richie" said Hodgins slapping Richie on the back of his head.

"Hey we were getting tired of the Kingpin taking all of our money…..so No I'm not paying him anymore money" said Richie scared out of his mind but holding his ground.

"OOOOOO Richie that was the wrong answer…yet the one I was hoping for" replied Williams as he punched Richie in the stomach, which caused him to collapse to the ground, where Williams, Hodgins, and Duncan began to kick and stomp on Richie.

"MATTHEWS….GET OVER HERE!" yelled Duncan

"NO" replied Matthews as he stood his ground.

"Whoa…Whoa…stop boys….Matthews get your ass over here NOW!" yelled Williams

"N-N-O I- can't be part of this anymore, I know I took the money but this is too much" said Officer Matthews. The other three corrupt cops stood in shock because of this revelation their friend just had.

"Well Matthews I hate to hear you say that but rest assured…. I will personally take care of that hot little wife of yours" said Williams

"Wha…" BANG! BANG! BANG! Went the sound of the gun. Matthews recoiled and fell to the ground in shock as he felt his chest explode in pain from the three gun shot wounds.

"OH GOD RICHIE WHAT DID YOU DO!" yelled Williams "YOU SHOT A COP RICHIE WHY DID YOU DO THAT" he continued

"I-I-I didn't y-you did" said a bloody and scared Richie

"NO you did Richie" said Hodgins pulling out his gun and shooting Richie in the head. Williams walked up to the dead Richie and placed the gun that he used to shoot Matthews with in his hand.

"Oh Shit look" said Duncan pointing at Matthews body that was still moving.

"Jesus this kid is tough luckily I keep a spare on me…move" said Williams walking up to the gasping Matthews.

"Nothing Personal Kid….You picked the wrong time to be noble" said Williams, but before he pulled the trigger, his hand was suddenly covered by a web strand.

"Corrupt Cop" was all the warning Williams had before his jaw exploded in pain from a powerful kick to his face.

"Argh" went Williams as he hit the ground hard.

"Shit the spider guy is real" said Hodgins fumbling to pull out his gun. Spider-Man turned and fired two web lines at their weapons and yanked them away. Jumping and flipping in the air Spider-Man double kicked Hodgins in the chest which sent him flying back into the brick wall. Landing on his feet Spider-Man turned to face the last cop, who quickly got over his stupor and tried to punch at Spider-Man. Seeing the punch coming Spider-man casually stepped to the side and used Duncan's momentum to flip him over to the ground.

"P-Please don't kill me" stuttered Duncans

"Who do you work for" growled Spider-Man grabbing him by the scruff of his neck.

"T-The Kingpin" he replied while trying to back away. Spider-Man balled up his fist and crouched low to the officer's face, So Duncans eyes were staring into his Big White Reflective Eyes.

"You don't deserve this" growled Spider-Man yanking Duncan's badge off his uniform and then he punched Duncan in the face hard knocking him out. Standing up and looking around Spider-Man noticed that the cop they had shot was still moving or at least trying to. Quickly running over he kneeled down

"It's okay I'm here to help you" he said

"I-I-I…n-nee-d h-hos-p-ital…..p-pressure…s-top…b-bleeding" Officer Matthews gasped out.

'_Pressure' _thought Spider-Man_ 'How am I gonna get him to the hospital and stop the bleeding…wait a minute my webbing it may stop the blood flow'_ he thought.

"Listen this might sting but it may stop the bleeding" he said as he fired three thick globs of webbing at the three bullet holes in Officer Matthew's chest.

"AUGH!" he yelled in pain, but the webbing did stop some of the bleeding.

"Alright...uh…..Officer Matthews this might be a bumpy ride" said Spider-Man lifting him up on his back and jumping into the air and swinging to the nearest hospital.

* * *

**Manhattan General Hospital**

"OH MY GOD….SOMEBODY GET THE DOCTOR QUICK!" yelled the nurse at the front desk of the Manhattan General Hospital as she saw Spider-man enter with the injured Officer in his arms. Getting up from her seat the nurse ran to get a gurney, which she rolled to the front door. Spider-Man gently put Officer Matthews down on the gurney.

"What happened!" yelled the Doctor running up

"He was shot close range I think" said Spider-man "will he be alright"

"I don't know he's lost a lot of blood as far as I can see, also what is this sticky stuff on the wounds" asked the doctor

"My webbing" replied Spider-Man "I was trying to stop the bleeding"

"Well it did stop some of the bleeding but not all…..Prep the operation Room NOW!" yelled the doctor wheeling the gurney away.

Looking around the waiting room area Spider-man noticed that people were staring and pointing at him, knowing that his job was done he left the hospital and swung away into the night.

* * *

"Yes sir how may I help you" asked the nurse at the front desk.

"Yes, I'm Captain Stacy of the NYPD, you have one of my officers in your care, he was shot his name is Officer Tony Matthews" Said Captain Stacy.

"Yes we have a Matthews, but he's just out of surgery and….

"What room is he in ma'am?"

"Room 112" replied the nurse.

* * *

Captain Stacy stepped off the elevator and made his way to room 112. Opening the door he was greeted by the doctor and two nurses.

"Sir, you can't be in here" said one of the nurses

"I'm Captain Stacy of the NYPD I need to speak with him to get a lead on who did this to him"

"Sir I'm sorry, but we were just about to sedate him, he needs his rest"

"Doctor!" yelled the other nurse standing next to the bed, she yelled because Officer Matthews was starting to wake up.

"Ugh….No….d-d-on't sh-oot….S-Spider-Man" was all that came out of Matthews mouth before his eyes closed. The Doctor went to check on him but he eyes widen in shock.

"He's slipped into a coma" said the Doctor while checking out his patient.

'_Dammit Kid'_ thought Captain Stacy angrily.

* * *

After the Doctor finished checking on the Officer he and the two nurses left the room, but the last nurse out of the room looked around and then went around the corner to an empty room. Entering the room she went to the phone that was on the desk.

'_Damn…what was that number again….oh...Yeah…551…..okay'_ she thought to herself as she finished dialing the numbers and waited for the other person to pick up the phone.

"Hello…hey…girl it's me…..Have I got a scoop for you…you'll never guess who I saw today…I saw the Spider guy you reported on…..yeah he's real…and guess what he shot a cop….I swear ….I'll tell you the whole story under two conditions….one don't mention my name…and I want 5 grand….I don't care how you get it…..I know we're friends but this is the story that gonna make your career…this is the story of the century…alright look I go on break in 30 minutes meet me at the coffee shop….see you there" said the nurse as she hung up the phone.

* * *

**Coffee Shop 30 Minutes later**

Michelle Burns of the channel 5 news network in New York City walked into the coffee shop with a scowl on her attractive face, she looked around for a minute and spotted her hospital informant and friend Cristina Madison sitting in the back of the coffee shop sipping on some coffee. Walking over Michelle sat down and pushed an envelope over to Cristina. Cristina grabbed the envelope and opened it to reveal a big stack of money; she quickly counted it and recoiled slightly.

"This is only 2 grand I said 5"

"That's all I could get on such short notice…Damn it Cristina don't make me hurt you okay, that was my honeymoon money alright….so just give me the scoop" replied Michelle angrily.

"Fine…about 2 hours ago...Spider-man shows up outside the hospital with a cop that's been shot three times in the chest…..The cop lost so much blood we thought he was a goner but he pulled through….so a guy named Captain Stacy of NYPD comes in to try to get a statement from the cop… and guess what the cop said

"What" asked Michelle as she wrote down everything Cristina said

"He said and I quote: No please don't shoot me Spider-man"

"NO"

"I swear those are the exact words" replied Cristina drinking some more of her coffee.

"This….this is incredible….but wait if he shot the cop why did he take him to the hospital" asked Michelle

"I don't know, maybe he got cold feet afterwards who knows all I know is that those were the words that came out of his mouth before he slipped into a coma"

"Cristina is this info accurate"

"You can trust me I promise this information is spot on" replied Cristina. Cristina and Michelle continued talking for about 10 minutes before Michelle got up and left, thinking that if she hurried home to write the story it should be able to report it along with the morning news report.

'_This is gonna make my career: Spider-Man: Hero or Cop Killer'_ she thought on her way to her house.

* * *

**Parker House**

Opening the window Peter crawled into the attic where his small lab was beginning to grow into a big one. Once there was only a small table and an old computer, now there was several work stations filled with inventions that Peter had started on his free time and had been wanting to finish. Taking off his mask, gloves, and boots Peter sat down at the nearest work station and let out a long sigh.

"What a night" he said to himself reflecting on the nights events that included; 4 muggings, 3 car robberies, and that cop getting shot by his own squad.

'_Daredevil did warn me about these types of things, but it's one thing to hear about it and another to actually see it….they were going to kill one of their own in cold blood'_ he thought while he took the rest of his Spider-Man equipment off and shut down his lab. Turning off the lights and going down the steps, peter exited the attic, and went to check on his aunt who was fast asleep. Going to his room Peter collapsed on his bed and fell into a much needed deep sleep.

* * *

**Saturday: The next Day; The Ritz Bank 10: 55 a.m**

"Ah Dammit Julia why did you drag me here" said a grouchy J. Jonah Jameson standing in the long and crowded bank line with his wife Julia Jameson.

"I dragged you here because at least one day out of the week I would like to spend some time with my husband, you're always at that damn paper" she replied.

"I'm a newsman Julia and the news never stops and.." he started before being interrupted.

"And you are also my husband and you work too much, So I'm calling an audible, all this week coming up you and I are gonna be on a luxurious cruise, I've already booked it and everything" she said with a smile.

"WHAT!...all week Julia I can't…."

"Can't or won't" she countered

"…..."

"I guess I have my answer…..so like I was saying, the cruise is all week and I have already talked with Robbie about this and he said he would look after the Bugle" said Julia.

"You went behind my back and enlisted Robbie is this too"

"Yep" replied Julia "Now what do you have to say"

"What can I say except…you're the best wife a guy could ask for" said J. Jonah smiling at his wife.

"Do you really mean that"

"Every word" he replied leaning in, but before he could kiss her he saw a large shadow being cast over them. Turning around J. Jonah's eyes widen at the sight of an armored car flying towards them.

"Julia GET DOWN!" he yelled tackling his wife to the ground, just as the armored car crashed through the glass of the Ritz Bank. The Armored car hit and killed several people as it tumbled through the lobby of the bank before coming to a stop against the bank vault.

"Jonah…what's…going on" asked Julia scared out of her mind.

"I-I don't know Julia…but are you alright" he asked

"Yeah I'm fine a few scrapes but I'm fine" he replied.

"WHOOOO HOOOO! dayam I'm a genius" came the loud voice of a heavily southern accented man. Stepping through the hole he created the man revealed himself to the occupants in the bank. He was wearing a red and yellow costume, that looked to be made out of quilts but it wasn't quilts it was a specially constructed insulation suit that protected him from any sonic backlash from his weapons which were the most distinguishing factor of his ensemble the sleek, silver, and powerful gauntlets on his hands.

"Alright people this ain't a robbery…I repeat this ain't a robbery, this is me having fun with my new toys" said the southern voice unleashing a blast from the gauntlets that blew out a support beam in the bank.

"And in case you people are wondering who I am, well you can call me: THE SHOCKER!" he yelled shooting another blast.

* * *

**Same Time Parker Household**

Sniff. Sniff. Sniff. Rolling over in his bed Peter sniffed the air again curious to the smell he was smelling.

'_Smells like…like something's burning'_ he thought jumping out of his bed and running downstairs. Reaching the kitchen Peter saw his Aunt trying to fan out the inferno that was the stove. Peter thinking quickly went for the fire extinguisher in the closet. Grabbing it Peter ran to the stove and ripped the top off the extinguisher and put out the fire.

"Thank you dear" said Aunt May catching her breath.

"What happened Aunt May"

"Well I was cooking breakfast, when I turned on the T.V and saw that" she said Pointing to the Television in the kitchen, and turning it up with the remote.

* * *

**T.V. **

"_Breaking News Chaos in the early Morning at 11:00 am, The Ritz Bank owned by Wilson Fisk the recently outed Kingpin of Crime is being attacked by this unknown assailent. The only known details that we have are that he's about 6'1 and has some sort of metal gloves that produces what appears to be energy blast. The dedicated officers of the NYPD are hard pressed to keep him at bay. Wait….This just came in the assailent is calling himself: THE SHOCKER"_

* * *

"Oh heavens…this city is never gonna stop being dangerous….all those people…..I'm just glad you and I are here were it's safe…right Peter…..Peter…" started Aunt May looking around the Kitchen for her Nephew who was nowhere to be found

" Where did he go"

* * *

**The Attic**

"Web shooters full….where is….ah there it is…Mask on" said Peter as he started for the window, but stopped when he realized an important fact.

"There were over a dozen news cameras out there…..this is gonna change everything…people only think of me as a myth but now the world will know I exist…Daredevil always said that people are not ready to know about what we do and to only operate at night…but I-I have to save those people…they need me…..so DD I hope you were wrong…because look out world here comes the Amazing Spider-man" he said looking both ways and then jumping out of the window and swinging to the Ritz Bank.

* * *

**L. Thompson Lincoln's Office**

"Hey Boss…..Boss there is new…." Started hammerhead before Lincoln interrupted him.

"Shut up!" He yelled turning up the news about the bank being destroyed, "So it begins" he said putting his hands together in thought.

* * *

**Underground Lab**

"Warren Shut up for a moment…..turn up the sound Stevens" said Norman watching his expensive television.

"**OOOOO Osborn looks like you were to slow someone beat you to striking at Fisk" said a voice**

"Shut UP!"

"We werent' talking" Dr. Stevens replied

"Hmmm….So it begins" said Norman with a small smirk

* * *

**Silvermane's Place**

"Daddy"

" I know Sable….he's being an idiot…but as long as he gets the job done…..turn it up for me" replied Silvermane, "It has begun Sable and I played the first hand" he said with a smile.

* * *

**The Ritz Bank**

"RUN MAGGOTS RUN!" yelled Shocker firing blast after blast from his gauntlets, at the innocent civilians in the bank. Shocker was in the middle of aiming at another support beam when he felt something hit his back. Turning around he saw a Man in his early to mid 40s, with a short hair cut, and a mustache.

"Seriously Pops" mocked Shocker before he grabbed J. Jonah Jameson by the front of his shirt.

"Let me Go you punk" said Jameson struggling to get free but The Shocker's grip was strong.

"You know I've never used my gauntlets on a person at this close of a range before I'm curious to see what happens… aren't' you" replied Shocker placing his fist against Jonah's stomach.

"NO! PLEASE DON'T" yelled Julia peeking out from her hiding spot.

"SHOCKER! THIS IS CAPTAIN STACY OF THE NYPD LET THE HOSTAGES GO AND COME OUT WITH YOUR HANDS UP!" he yelled on the bullhorn.

"Stay here I'll be back to kill you later" said Shocker punching Jameson in the stomach.

Walking out of the bank and down the first two steps Shocker stood out in the open for everyone to see him.

"Can you repeat that for me I couldn't hear because of all the screams" said Shocker before unleashing a powerful blast that blew a hole in the ground. Not stopping there he unleashed two more blasts and the last one hit a police car and made it flip in the air. The car flew through the air and towards a crowd of people that had gathered to watch what was going on.

"OH MY GOD" yelled a woman as she saw the car heading for them. Some of the people started to scattered out the way, knocking other people down, and elderly couple were knocked down and they looked up to see the car about to crush them. Closing their eyes they waited for the pain, but they were shocked when it didn't come. Opening their eyes they and everyone else saw that the car had stopped in mid air by what appeared to be a web.

"It's a spider web" said a bystander. As everyone stood in shock a red and blue clad figure swung past on a web and kicked Shocker in the chest hard, sending him flying back into the wall.

"OMPH" went the Shocker as he was kicked. Looking up he and everyone else got a good and long look at the myth made real, for the first time all of New York City saw the Amazing Spider-man complete with his red and blue costume, the web patterns going all over, the spider symbol on his chest and back, and the big white reflective eyes.

"You heard him Hands Up" said Spider-man seriously.

"As you wish" said Shocker quickly thrusting both hands forward shooting a blast at Spider-man. Spider-man trusting his spider-sense did a back flip to avoid the first blast and did a handspring to avoid the second. Landing in a crouch he fired two web lines at the shocker's hands and yanked him forward and delivered a spin kick to his face. The force of the kick sent him through the hole in the bank and rolling on the floor roughly. Rolling over in pain Shocker shot the webbing off of his gauntlets and tried to stand.

"Damn it Silvermane never said anything about a guy dressed up like a spider" said Shocker as he stood wobbly.

"Silver who…..is that your boss" asked Spider-Man swinging into the bank and sticking to a wall.

"Like I would tell you….ya Freak!" yelled Shocker shooting blast after blast at Spider-man who dodged all of them.

"Give it up you can't hit me"

"Wasn't aiming at you smart guy" replied Shocker thrusting his hands forward releashing a huge shockwave that hit the wall Spider-man was sticking to, making it crumble on impact. Spider-Man fell to the ground right next to a woman.

"Oof" Spider-man grunted.

"Oh My God" yelled the woman looking up to see the wall about to fall down on top of her. Spider-Man thinking quickly grabbed the woman and pulled her under his body shielding her as best as he could from the falling debris.

"JULIA NOOOOO!" yelled Jameson from on the ground, looking on in horror as he saw his wife being buried under the pile of rubble.

"And Squish went the bug" said Shocker with a smile on his face.

* * *

'_Man this is heavy'_ thought Spider-man from under the pile of rubble; '_Alright Spidey push'_ he continued to think. Pushing with all his might the rocks began to move and shift. With a final push, the rocks tumbled off of him. Spider-Man pulled himself out of the rubble along with the woman he had saved, and gently placed her on the ground. Crouching low to check on her Spider-Man was hit square in the chest with a blast from Shocker's gauntlets.

"Ha…gotcha" came his southern accented voice. The blast took Spider-man through the new hole in the wall and into the glass of the building next to the bank which happened to be a bakery.

'_Ow...Ugh I felt that in my bones'_ he thought slowly sitting up '_I gotta take out those things on his hands somehow'_

"OH MY GOODNESS HE IS REAL!" said a voice. Spider-man looked around and notices several people were staring at him.

"Don't mind me I'm just passing through" he said while getting up and swinging back into the bank through the hole shocker blasted him through. Seeing Spider-man swinging back in Shocker tried to shoot him again but Spider-man dodged the blast in mid air proving to be a hard target.

"Boy you sure are a persistent one…guess I'll just have to turn up the heat" replied shocker holding his thumb on the trigger of gauntlets. The gauntlets began to charge and a giant blast was unleashed from the gauntlets, but the Shocker's aim was poor. The Blast missed Spider-man but tore through the armored car and through the bank vault where it caused an explosion burning all the money in the vault.

"WHOOOO HOOO…..look at that beautiful destruction" he exclaimed. Spider-man dropped down to the ground and charge at the Shocker. The Shocker seeing Spider-man rush him started shooting at him but Spider-man dodged each blast. Nearing Shocker, Spider-man threw a punch that connected with Shocker's jaw, and he didn't stop there, he grabbed one of the Shocker's arms and gave it a powerful punch in the shoulder bone dislocating it.

"AHHHH!" yelled the Shocker as he felt his arm leave its socket, thinking quickly he used his other hand to blast a hole in the ground that they were standing on. Spider-man flipped to safety at the last minute. The Shocker stumbled forward and fell to a knee while cradling his right arm in pain. Growling at Spider-man his lifted his good arm and shot another sonic blast at him, but Spider-man jumped over it and kicked Shocker in the face again sending him skidding back. The Shocker rolled over painfully and tried to stand again and shoot Spider-man, but he wasn't quick enough. Shooting a web line that connected to the Shocker's arm Spider-man yanked him forward. Spider-man cocked his fist back and as the Shocker got into range he punched him hard in the face sending him tumbling across the ground. Spider-man walked over to the downed Shocker, who was still conscious and trying to raise his good arm, but Spider-man stepped on his hand.

"It's over Shocker" said Spider-Man leaning down and punching him in the face, finally knocking him out, Ripping the mask off the villain's face revealing him to be Herman Schultz. Webbing up the Shocker, Spider-man picked him up and tossed him through the hole in the wall and into the street where the police were waiting. Walking outside Spider-man looked at the crowd that had formed and all eyes were on him. Not knowing what else to do Spider-man jumped in the air, shot a web and swung away, leaving the stunned crowd in awe.

* * *

**Later: Hospital**

Captain George Stacy stepped off the elevator and walked towards the intensive care unit in the hospital. As he came to his destination he saw a man sitting in a chair in front of the double doors that read Intensive Care. The man was J. Jonah Jameson, one of Captain Stacy's oldest friends.

"Boy you've seen better days" said Captain Stacy trying to break the ice.

"Trying to make light of this situation George" replied Jameson

"I'm sor…" Captain Stacy started, before Jameson jumped out of the chair and grabbed him by the front of his coat.

"SORRY!...YOU"RE SORRY THAT YOU TRYING TO MAKE LIGHT OF THE FACT THAT MY WIFE IS IN THERE FIGHTING FOR HER LIFE…WHILE THE PERSON RESPONSIBLE FOR THIS IS STILL OUT THERE!" yelled Jameson angrily. Trying to remain calm the Captain tried to reason with the upset Jameson.

"Jonah what are you talking about the guy who did this his name is Herman Schultz a demolition expert, that has about 12 warrants for his arrest…he's in custody now he's not getting out" replied Captain Stacy

"What about the other guy….SPIDER-MAN what about his part in this….if he hadn't been there Julia wouldn't be in here"

"Jonah he saved a lot of lives today including yours and Julia's he…." But was interrupted.

"So now you're defending him….this masked clown huh…is that it George, well not me I'm gonna make sure everyone knows that this Spider-freak is a menace to the public and that he should be taken down" said Jonah angrily shoving the Captain.

"Jonah"

"Save it George…just Save it" Jameson snapped. Jameson sat back down in his seat and put his head in his hands. Captain Stacy just looked at his friend and knowing that anything he said was gonna make the situation worse instead of better, turned around and left Jameson alone in the hallway. Captain Stacy walked back towards the elevator and pushed the button. The elevator arrived and he stepped on.

'_Well that was a complete disaster…..and I have a feeling that things are about to get much worse….kid I hope you have a thick skin'_ was the last thought on Captain Stacy's mind just as the elevator doors closed.

* * *

**End Chapter 4: Read and Review**

**Ps: Thanks for all of the Reviews so far keep them coming I love feedback, anyway another chapter down, another should be up soon. Just a little side note this was original two chapters, but at the last minute I just decided to combine both, this is probably the longest chapter I've ever written but anyway until next time….**

**Character Bio: Sable**

**Name: ****Sable Manfreddi**

**Age: ****29**

**Skills: ****Expert in firearms, and a variety of Martial arts such as: judo, jujitsu, Kenpo, Eskrima, and sword fighting. **

**Personality/History: ****Sable grew up extremely privileged, due to her Father illegal activities. When she was 6 one of her Father's enemies targeted her to get to him, but she was saved by her mother who tragically lost her life in the process. From that moment on Sable swore she would never be weak again. She has had extensive Martial arts and Firearm training since she was 7. At age 12 her Father began to train her in the ways of criminal life. She loves her Father Silvio Silvermane very dearly and will kill anyone who tries to harm him or his business. She is highly intelligent and highly resourceful just like her Father. **

**Next up: A Heart to Heart Conversation….. **


	6. A Heart to Heart Conversation

**Disclaimer: I DO NOT in any form or fashion OWN any of these characters; ALL CREDIT GOES TO MARVEL AND STAN LEE, I am in NO WAY making any money off of this story NO MONEY is being exchanged I assure you, So please DO NOT SUE, Suing me is quite pointless, because I HAVE NO MONEY…Really I'M BROKE…thanks….now on with the story**

**New Chapter: READ, REVIEW, and ENJOY**

* * *

**Chapter 5: A Heart to Heart Conversation**

**Across Town: Daily Bugle**

"ROBBIE HE'S A DAME MENACE!" yelled J. Jonah Jameson.

"Jonah calm Down he saved 6 people from that bus crash this morning, not to mention he saved your life at the bank a couple of days ago" came the calm and collect voice of Robbie Robertson, Jonah's second in command to the Daily Bugle

SLAM! Went Jonah as he slammed his hand down on his desk in anger

"HE DIDN'T SAVE MY LIFE ROBBIE HE ESCALATED THE DAMN SITUATION WHO KNOW'S WHAT WOULD HAVE HAPPENED IF HE HADN"T BEEN THERE MAYBE JULIA WOULDN"T BE IN THE HOSPITAL RIGHT NOW!" yelled Jonah

"Or maybe the both of you would be dead"

"..."

"Face it Jonah He's a Hero" replied Robbie Calmly

"He's not a hero he's a masked vigilante that needs to leave the so called heroics to the police…I'm tired of talking about this alright… this is my paper and we are gonna run what I say and I say the headline is this" Masked Menace Spider-Man causes bus crash" said Jameson.

"...Fine Jonah I'll take care of it" replied Robbie letting out a sigh because of his boss's inability to be reasonable.

"AND WHY DON"T WE HAVE A DECENT PICTURE OF THIS WEIRDO HUH….BROCK! BROCK GET YOUR WORTHLESS ASS IN HERE!" yelled Jameson

"He's at school Jonah and remember Brock is only 18 and he only works here part time and we can't get a picture of him because he's too fast" replied Robbie.

"You see he's GUILTY doesn't want his picture in the paper I knew this guy couldn't be trusted…..put the word out in the afternoon edition 600 dollar reward for any decent photograph of Spider-Man and for any information about him as well"

"What kind of information Jonah" asked Robbie

"Legitimate Info Robbie….someone in this city knows who this clown is, his real identity, where he lives, what his favorite food is and Robbie I want to be that person's best friend" said Jonah walking towards the window that overlooked Downtown Manhattan and blowing out a cloud of smoke from his cigar.

* * *

**Later that day: Hospital 3:45 pm**

Three figures made their way into the hospital. Stopping at the front desk they asked the clerk for the room number of the person they were looking for. The clerk gave them the room number and they made their way to the elevator. Exiting the elevator the three figures walked down the long hallway until they came to a stop at a door with the number 112 on it. One of the figures took the folder that was in the folder on the door and opened it. He read it and shook his head to the others. The three figures then knocked on the room of Officer Tony Matthews.

* * *

**Inside the room**

Inside the room Officer Matthews was hooked up to some machines and had a beautiful woman sitting next to his bed.

"Oh Tony please wake up….baby I need you" said the wife of Officer Matthews. Officer Matthews had been in a coma for a couple of days now and his wife had barley left his side, but as the days go by she doesn't know how much more she could take of seeing him the way he was. The doctor's are doubtful that he'll never wake up, but she being a woman of faith, wants to believe that her husband will wake up.

KNOCK! KNOCK! Went the door to the room.

"Come in" she said

Three figures entered the room.

"Hey Janice it's us" said Officer Williams as he, Officer Hodgins, and Officer Duncan walked into the room.

"Hey guys….look Tony some friendly faces" said Janice grabbing Tony's still hand.

"Boy Janice you look terrible" said Williams in his most sincere voice.

"I know I haven't left Tony's side since….since"

"Hey its okay Janice we're here now and we are gonna take care of everything"

"You know Tony and I are lucky to have friends like you guys" said Janice smiling

"Janice when was the last time you ate anything huh…hey Duncan take Janice downstairs to the cafeteria and get her something to eat" said Williams

"No that's necessary" she replied quickly

"Now Janice I'm not taking no for an answer don't make me take out my handcuffs" joked Williams

"Oh stop …Alright fine I could use something to eat"

"Atta girl gotta keep up your strength" said Hodgins

"Come on Janice" said Duncan leading her out of the room, Leaving Williams and Hodgins alone with the comatose Matthews.

* * *

"Damn she's a hot little number" said Hodgins

"Hey eyes off I already called first dibs you can have her after I'm done" replied Williams sitting down in the chair in the room and lighting a cigarette, and taking a few puffs.

"Why don't we let her decide that…..anyway so how are we gonna do this disconnect the machines or what…" asked Hodgins

"What's the rush he ain't going nowhere"

"We need to do this now while we have the chance"

"Hodgins you heard what the Doctors said he aint' waking up Look" said Williams getting up and blowing smoke in Matthew's face and then he put his cigarette out on Matthew's arm, "See he's a vegetable…I'm more concerned about our bug problem, he's the only one who can ID us….we have to get rid of him somehow" said Williams sitting back down.

"How the hell are we supposed to do that you saw how he took us out last time not to mention his little dance with that shocker guy" replied Hodgins.

"I know my damn jaw is still hurting…..don't worry I'll think of something"

A few minutes later Janice and Duncan walked back into the room, both were laughing and chatting.

"Wow looks like someone is in better spirits" said Williams putting on a fake smile as he saw Janice walk towards him and Hodgins.

"Maybe just a little bit…but thanks you guys…thanks for the lunch I needed it" she said.

"Hey no problem Janice that's what friends are for listen me and guys have to leave, I just receive a call out" he replied heading for the door

"No I understand"

"Look Janice…how about after the call I'll come back here and drive you home so you can get a good night's sleep and come back tomorrow well rested" said Williams

"I don't know I don't want to leave Tony's side"

"Janice you're no good to him the way you are now, you need some rest…so I'll be back to take you home"

"I-I guess you're right…thanks…you really are a good friend" she replied

"It's nothing come on guys let's go" said Williams as he and the others left the room.

* * *

Walking out of the Hospital the three corrupt cops came to a sudden stop at the entrance of the hospital because something caught Officer William's eye.

"What time is it" he asked

"5:30, why" replied Duncan

"Because I think I may have found a way to deal with our bug problem" said Williams with a smile, reaching into his pocket for a quarter he went over to a newspaper machine and put the quarter in. Opening the machine he grabbed a paper and brought it back to the others.

"This boys is how we are gonna get rid of that bug….if we can't beat him physically then will get him through the media" said Williams holding an edition of the Daily Bugle.

"Reward offered to anyone that can provide legitimate information about the menace known as Spider-man" read Williams, "Tell me something boys how's your acting" he asked while he started for the Daily Bugle.

* * *

**Daily Bugle**

"Jonah There are some officers here to see you" said Robbie poking his head into Jameson's office.

"Send them in Robbie" replied Jonah. The three officers walked in Jonah's office and closed the door behind themselves.

"Good evening Mr. Jameson my name is Officer Ryan Williams, and these are my partners, Officers Chase Hodgins, and Mark Duncan" said Williams sitting down in the chair in front of Jonah's desk.

"Nice to meet you fine upstanding officers, how may I help you"

"We're here to help you…we are going to give you the inside scoop on Spider-man, but you must understand this is being kept under lock and key we could lose our jobs but we couldn't live with the guilt of not letting everyone know Spider-Man's true colors" said Williams

"Gentlemen you have my word your names will not be mentioned now what do you have for me" asked Jameson lighting a cigar.

"Spider-man shot a close friend of ours Officer Tony Matthews" he said putting on his best regretful look, "We saw it when it happened but Spider-man threatened us that if we said anything he would kill the people that we care about the most"

"Really…. tell me everything" replied Jonah leaning forward.

"Don't worry Mr. Jameson we intend to tell you everything you want to hear" replied Williams with a slight smirk on his face.

* * *

**T.V. **

"_Good Evening New York this is Michelle Burns bringing you up to the minute news our top story tonight is a conflicting one. Earlier in the week a decorated Police officer who shall for safety purpose will remain unnamed was shot three times in the chest at point blank range, the officer almost died but he was saved by the mysterious vigilante Known as Spider-man who also saved dozen of citizens from crazed demolition expert Herman Schultz who now calls himself the Shocker, but the conflict comes into part because now we received a statement from the officer before he slipped into a coma that the doctors are uncertain if he will ever wake from and the officer's last words were and I quote "Please Do Not Shoot Me Spider-Man". Can this mean that Spider-Man shot this officer we'll let you the public decide, this is Michelle Burns reporting_

* * *

**The next Morning 8:00 am**

"HELP...SOMEBODY STOP HIM HE'S GOT MY PURSE" yelled a lady pointing at a man that was running away with her green purse. A nearby officer heard her yelling and started to give chase to the assailant, but he was too fast. The crook turned a corner and was suddenly lifted off the ground and brought face to mask with Spider-man who had him by his shirt.

"Drop it" said Spider-man in a low tone.

"Okay" squeaked the purse snatcher. Spider-Man webbed him up and hung him upside down on a light pole. Picking up the purse Spider-man went to give it back to the lady who was around the corner. Spotting the lady Spider-Man went up to her.

"Here's your purse ma'am"

"AAAhHHHHHHH it's you please don't hurt me please please keep it"

"What I'm giving it back to you"

"Freeze right there COP KILLER" said the officer drawing his weapon

"Cop Killer….the hell are you talking about"

"You know exactly what he's talking about you menace" said a bystander holding a paper.

"SHOOT HIM!" yelled another person.

"What the hell are you people talking about"

"STOP TALKING AND STOP MOVING, LAY DOWN ON THE GROUND AND PUT YOUR HANDS ON YOU HEAD!" yelled the officer cocking his weapon.

'_Okay this is getting insane'_ thought Spider-man. Acting quickly he shot a thick glob of webbing at the officers gun and back flipped onto the wall behind him and sprung off the wall, while shooting a web and swinging away.

* * *

**Midtown High**

'_What the hell was that Cop Killer'_ thought Peter running through the halls and to his first period. Walking into the classroom Peter was greeted with stares form his classmates and his teacher.

"Mr. Parker late again I See"

"I'm sorry Ms. Ors traffic"

"Take your seat….and don't let this behavior continue" she said sternly

"Yes ma'am" he replied sitting down in his seat.

* * *

**Lunchroom**

Peter entered the lunchroom only to see and hear it being much busier and louder than usually. Walking past a few tables he saw that the majority of the table had a newspaper on it and teens his age were actually reading the newspaper.

"I knew it…..Spider-Man is no good" said a random teen

"In the Daily Bugle it says anonymous source has evidence Spider-man shot a decorated officer 3 times in the chest"

'_WHAT'_ thought Peter as he over heard the conversation some teens were having at a nearby table. Running over to the table peter snatch the paper the teens were reading.

"Excuse me sorry" he said opening the paper to the article, and reading the words for himself.

'_No wonder everyone thinks I'm a cop killer'_ thought peter

"AH THIS IS CRAP AND YOU GUYS ARE IDIOTS FOR BELIEVING IT" came the loud voice of Flash Thompson as he balled up a newspaper and threw it to the ground " SPIDER-MAN IS A HERO!" he continued.

'_Well not everyone believes this garbage, but my biggest fan is also my biggest enemy, not to mention he's the biggest jerk this side of the East River'_ thought Peter _'I gotta get some air'_ dropping the paper Peter made is way out of the lunchroom. As Peter left the lunchroom through the exit, Gwen Stacy entered the lunchroom through the entrance. She searched the lunchroom with her eyes until she found her target Harry Osborn. She was intent on setting a few things straight with her friends and she intended to do it today. Marching over to the table she came to a stop when Flash Thompson got out of his seat and got in her face.

"Oh Baby I knew you couldn't resist my charms" he said

"As if you idiot" she replied pushing him to the side "Harry can I talk to you for a minute" asked Gwen. Harry looked up from his lunch and at Gwen.

"Uh sure Gwen…..be right back fellas" said Harry

"Whatever Osborn" Flash replied sitting down in his chair

"Struck out again Flash"

"SHUT UP KONG!" yelled Flash

* * *

**Outside the Cafeteria**

"Couldn't this wait until after school at the coffee bean?" said Harry a tad bit forcefully than he intended

"No it can't wait till after school" she replied shocked at his tone

"Fine what's on your Mind" he asked.

"WHAT THE HELL IS YOUR PROBLEM!" she yelled in his face.

"Whoa Gwen tone it down….and explain to me what the hell you're talking about"

"What are you doing with those guys….your not a jock"

"I play basketball…I'm the top player"

"You're not one of those guys though Harry"

"Gwen those guys are my friends"

"Really"

"Yeah"

"Because I could've sworn that Peter was your Friend….correction Best Friend and you blow off your BEST friend for guys like Flash" said Gwen

"I don't blow off Peter ….he and I have an understanding when we're at school okay Gwen"

"What you're his friend but only after school…you know something Last year I really didn't open my mouth about this little game you and MJ are playing but seeing as how Peter's my boyfriend now, I'm kinda pissed at the way you guys are treating him…but you and I both know that peter is not the confrontational type, so he isn't gonna say anything about it…but if he isn't gonna say anything then I am"

"Gwen it's complicated…..but I promise peter understands"

"Well I don't so explain it to me"

"No I won't you know why because it's none of your damn business" said Harry pushing past Gwen and heading back for the Lunchroom. But as he pushed past her she grabbed his arm and twisted it behind his back and she shoved him into some lockers.

"OW DAMNT IT ….let my arm go you crazy Bitch" exclaimed Harry in pain.

"Yeah that's right I'm a crazy bitch, but you know what makes me that way….it's when a person I care about starts acting like a complete jackass…where do you get off telling me it's none of my business when I've told you and MJ everything about me and my life…huh" growled Gwen adding pressure to Harry's arm.

"AUGH!...w-well you didn't tell us everything …..you never told us you knew Karate"

"You never asked…but now I'm asking you what the hell is your problem" said Gwen releasing Harry who let out a sigh of relief.

"Fine…..I'll tell you…..take a walk with me" said Harry while rubbing his arm.

"Where"

"Anywhere but here, this school has ears everywhere…..let's go" said Harry walking down the hall and towards the exit with Gwen not far behind him.

* * *

**Few blocks away at a park**

Harry and Gwen entered the small park and started on one of the walking paths. Harry took a deep breathe, this would be the second time he has ever told anyone anything about his feelings or about his Father, the only other person the face of the earth that knows what he's about to tell Gwen is his best friend Peter Parker.

"Gwen…Do you love your Dad"

"Very Much"

"As do I but…I-I think…no I know he hates my guts"

"What" asked Gwen

"Yeah ever since my mom's death…..no even before then my Father Norman Osborn has always held little respect for me. I can feel the disappointment that he has for me when he looks at me Gwen, and do you know why"

"Why"

"Because I'm in no way shape or form like him…Norman Osborn strives to be the best, to be the greatest without a shadow of a doubt…but that's not me I'm okay with not being the best…I'm happy just"

"Just being You"

"And He hates that with a passion….I've tried my best to please him, but it's always: You could've done better….your weak…Why can't you be better…and even when I'm trying my hardest it's not enough"

"Harry"

"I'm not as smart as he is…and that's a fact I've come to accept I'll never be as smart as Norman Osborn….but there is an area that my Father is lacking that I've found that I can surpass him in…..and that's popularity"

"What do you mean?"

"Gwen almost everyone hates Norman Osborn mostly because he is a jackass and that is where I will beat him, I found out from my mother that in High School Norman Osborn was hated, even then he was the most unpopular person in the whole school….I'm not as smart as him fine….but I am more popular that he ever was…the person that everyone what's to be…the suave ladies man….the top basketball player….the hero, who everyone loves and respects"

"And you believe by being a better liked person than your father, it will force him to look at you with worthy eyes….eyes worthy of the name Osborn"

"Yes….I'll be able to look him in his eyes and say I'm better than you at something, People Love me and they Hate you"

"And with this persona that you're creating, you can't be seen with People like peter: intellectually gifted; a geek, a nerd or whatever you choose to call him"

"Yeah…..I've explained it to Peter and he's fine with it which is why he's my best friend that ability to understand"

"I have to say Harry this plan of yours has reached a level of craziness that I never thought possible…everything you just said makes absolutely no sense"

"See I knew I shouldn't have said anything to you…I don't need criticism Gwen, I-I need understanding" replied Harry turning around an attempting to walk away, but Gwen grabbed his arm and turned him back around to face her.

"No what you need is a swift kick in the ass…Harry if your father can't see you for the great person that you are then screw him"

"It's not that simple Gwen he's my Father, the only family I have left in this world, do you know what my mother's last words to me were: Family is Everything is what she said"

"Harry I get it….I do….but there are other ways than shunning your actual friends…what happens if you do succeed Harry….you'll have spent all of your time and energy trying to bet better than your Father and you're still gonna feel empty inside and you're gonna be alone and I do not want to see that happen to you Harry…I really don't you're too good of a person and you're my friend"

"…"

"Think about it" said Gwen brushing past him and heading back to Midtown High, leaving Harry deep in thought.

* * *

**Midtown High: After school**

The cheerleading squad had just finished a routine and were about to start another, when Gwen entered the gym from the rear entrance, knowing that no one would spot her. She only had to look very briefly to spot the red hair of her friend Mary Jane Watson, who was standing off to the side looking like she wanted to kill herself. Gwen was thinking of a way to approach her when lady luck seemed be on her side, because at that moment a fight broke out between two cheerleaders.

* * *

**Few Seconds ago**

"NO NO NO that pyramid is not straight" said Liz Allen "Sarah your fat ass is throwing everything off"

"HEY SCREW YOU LIZ MY ASS IS NOT FAT" replied Sarah shifting slightly but causing the pyramid to break. Standing up Sarah got up stormed up to Liz and Slapped her. Liz slapped her back and a small scuffle broke out.

'_OH GOD…I can't take much more of this'_ thought Mary Jane turning around walking towards the ladies locker room.

"Hey MJ where are you going" asked a cheerleader

"Home I'm done for the day you got a problem with it" she said over her shoulder

"No" the girl replied

"Good" she said heading to the locker rooms, unaware that someone was following her.

* * *

**Girls Locker Room**

After taking off her cheerleading outfit and dressing in her street clothes Mary Jane closed her locker and went to the sink and looked at herself in the mirror. Turning on the water, she put her purse full of her cosmetic on the edge of the sink and tried to decide what to put on first: either her lipstick, eyeliner etc, but then her purse fell to the ground spilling her items.

"Damn it" she said bending down and scooping the items back into her purse. Standing up after getting her thing Mary Jane looked into the mirror and jumped slightly because staring back at her was Gwen Stacy.

"GOD GWEN YOU SCARED ME…..what are you doing here anyway" asked Mary Jane turning to face her.

"I was about to ask you the same thing" replied Gwen folding her arms.

"Is that a trick question"

"You Coward" said Gwen looking at Mary Jane

"What"

"Any idiot can see that you are miserable hanging around these snobs yet you do it anyway"

"UGH…GOD Gwen haven't we had this discussion"

"Yes we have….but last year I didn't dwell on it because we were all just getting to know each other, but now I know you…the real you and I'm here to set a few things straight"

"Like what" asked Mary Jane

"Like this" replied Gwen before she punched Mary Jane in the mouth giving her a bloody lip.

"YOU CRAZY BITCH!" yelled Mary Jane spitting out a little blood into the sink, rinsing her mouth she noticed she now sported a split lip, "WHY THE HELL DID YOU DO THAT"

"I did it to free you…..let's see what your so called friends say now….you coward….always fearing about what people think or say about you"

"Well excuse the hell out of me if I'm not as brave as the great and fearless Gwen Stacy….excuse me if I'm still self conscious and that I want to fit it" said Mary Jane rising her mouth again.

"Fit in…God you sound pathetic"

"Screw You"

"You know for two smart people you and Harry are quite stupid…..so busy pretending to be people that you are not….afraid to be who you are"

"…..."

"Mary Jane listen I'm you friend so I'm sincere when I say this you are an idiot…Trying to fit in with the so called 'popular crowd' the people you obviously hate…instead of being with people you like say your best friends ….….Mary Jane if you keep on this path you're always gonna be miserable just like you are now or afraid to do things that you like …didn't you tell me not too long ago you wanted to join the drama club…..well why haven't you…I think you would be great at it…I mean you already have the pretending to be someone else down to a science all that's left is to just do it"

"…I haven't joined because I don't want to, it's stupid"

"That's Liz and Flash talking" replied Gwen

"..."

"Think about it" said Gwen turning around and heading for the door, but she was stopped by Mary Jane grabbing her arm.

"Gwen….…..thanks….for being concerned….you….you really are a good friend"

"Hey…What are Friends F…" started Gwen before Mary Jane punched her in the eye knocking her down to the ground.

"But I'm not a coward" said Mary Jane as she grabbed her purse and left the bathroom, rubbing her lip.

"Okay...maybe I went a little overboard with the punch in the face...but I think she gets my point...Ouch…nice left MJ" said Gwen as she laid on the floor holding her eye, that she knew was going to turn into a black one soon.

* * *

**That Night: Police Precinct**

Captain Stacy sat at his desk reading over some reports, when he heard a tap on his window. Turning around in his seat he said a red fist tap on the window

'_I wonder who that could be'_ he thought getting up from his seat and going to the window. Opening it he looked to the right and saw Spider-Man sitting on the wall with a paper in his hands.

"Anonymous source says Spider-man shot a decorated officer three times in the chest" he read, "You know I didn't do it" he continued turning to look at Captain Stacy

"Meet on the roof" was all the Captain said before closing the window.

* * *

**The Roof**

Hearing the door open Spider-man turned and saw that Captain Stacy had his gun aimed at him.

"Is this how you treat friends" he asked

"So you're my friend now" replied Captain Stacy

"What else would I be?"

"A masked vigilante"

"…"

"Who are You"

Spider-man responded by chuckling slightly.

"Did I say something to amuse you?"

"Well you did ask a masked man who he is, isn't that just a little funny"

"Do you really want to joke right now"

"…..."

"Didn't think so….did you shoot that cop"

"No I didn't…..why would I do that and where would I keep a gun in this costume"

"I don't know where you would keep it but I also don't know how you can jump 5 stories in the air, shoot webs, or how you stick to walls….I DON'T KNOW ANYTHING ABOUT YOU!, so I don't know maybe you've upgraded from beating people up to shooting them" responded the Captain.

"HEY I SAID I DIDN'T DO IT" replied Spider-man angrily; "NOT ONLY DID I GIVE YOU THE KINGPIN OF CRIME, I ALSO GAVE YOU KASSIDY, AND TOOK OUT THE SHOCKER NOT TO MENTION I SAVED YOUR LIFE, WHAT MORE DO I HAVE TO DO TO PROVE, THAT YOU AND ME WE'RE ON THE SAME SIDE" he yelled.

"Tell me who you are right here right now…I promise it will just between the two of us because if I'm gonna trust you…you have to trust me I want to look you in the eyes"

"I-I can't do that no one can know okay…NO ONE so you're just gonna have to take a leap of faith and trust my word I did not shoot that cop" replied Spider-man "But I know who did"

George Stacy has been a police officer for more than 20 years and he considered himself an expert on reading people and knowing when they are lying and even though he couldn't see Spider-Man's eyes Captain Stacy could tell that he wasn't lying, but to give his trust to a masked vigilante who might be a kid is something he doesn't normally do, but for some reason he found himself wanting to trust this kid, despite all the reasons he shouldn't.

"Fine, what do you know" he replied putting his gun away.

"When I came across Officer Matthews he had been shot by another officer in your unit, I don't know his name, but I took this off of one of the other two that was there" said Spider-Man tossing Captain Stacy the badge he took off of Officer Duncan.

"I'll run it through the system and see what turns up" he replied.

"Who ever that badge belonged to, can tell you who shot officer Matthews and it will lead you to the ones who are setting me up" said Spider-man walking towards the edge of the roof, "and before I go do you have anyone on file by the name of Silvermane" he asked.

"Silvio Silverman Manfredi, the Mortal enemy of the Kingpin, just as sleazy, just as cunning only he is tad more generous he won't kill your family, but he will kill you if you cross him….why"

"Before I nabbed Shocker, he said was muttering something about a guy named Silvermane"

"No doubt Silvermane is gonna try to capitalize on Fisk's outing as the Kingpin"

"That's what he thinks" replied Spider-man jumping off the roof and shooting a web in the direction of Forest Hills Queens. Running to the edge Captain Stacy saw Spider-Man swing off into the distance.

"How the hell does he do that"

* * *

**Riker's Island: Solitary**

"Schultz you got a visitor" said the guard opening the door to the cell of Herman Schultz aka 'The Shocker'. Schultz shielded his eyes away from the light as best as he could, ever since his arrest he had been in solitary confinement.

"Who is it" growled Schultz. The bright light that filtered into the small cell was shadowed by an extremely large figure, who had to turn sideways to step into the cell. Even through his hazy vision Schultz could make out the person that stepped into his cell as clear as day.

"Fisk" was all Schultz said

"Schultz…..I think it's time you and I had a little talk" said Wilson Fisk aka 'The Kingpin'.

* * *

**End Chapter 6: Read and Review, I like feedback helps me better my story, **

**Ps: I hoped you enjoyed this chapter, because I had to rewrite this chapter so many times it was ridiculous maybe I should have rewritten it one more time, oh well, anyway another chapter down another one should be up soon, and by soon I mean mybe around Wednsday or Thursday so until then…..**

**Character Bio: Captain George Stacy**

**Name:**** George Stacy**

**Age: ****early to mid 40s**

**Skills:**** Talented detective, excellent police officer, **

**History/Personality: ****George Stacy has always wanted to be a police officer ever since he was a small child. He joined the force and the young age of 20 yrs old and has been on the force ever since. He is a by the book type of cop but he has his moments of throwing the book out the window but only when the situation calls for it. His no nonsense attitude commands respect, which he usually receives from everyone that has been under his command. He is the loving Father of Gwen Stacy, and the once partner to another well respected cop: Terry Lee. George was one of the first people to meet Spider-man and it was an instant distrust mostly because of the mask, but George Stacy has always followed his gut on certain things and his gut is telling him that Spider-man can be trusted, but as to whether he will trust him only time will tell. **

**Next up: The Daily Bugle**


	7. The Daily Bugle

**Disclaimer: I DO NOT in any form or fashion OWN any of the CHARACTERS, ALL CREDIT GOES TO MARVEL AND STAN LEE, I am in NO WAY making ANY MONEY off of this story, NO MONEY in being exchanged, so Please DO NOT SUE, SUING ME would be POINTLESS, b/c I have NO MONEY….really, I'm BROKE….anyway on the with story**

**New Chapter up: Read Review and ENJOY**

**ps: I hope this chapter is up to par with my others ones, because I'm seriously considering rewriting this chapter, but anyway enjoy.**

* * *

**Chapter 6: The Daily Bugle**

**Saturday: 8:00 am Parker Household**

"Peter I understand that you are a young teen and you want what all teens want, but I'm sorry I can't spare any money at this time we're tight as it is now I'm late for work…I love you dear see you later tonight" said Aunt May as she kissed Peter on his forehead and left for her job at the homeless shelter.

'_Dammit_' thought Peter watching his Aunt leave. With all of his recent activities as Spider-Man his web fluid supply was starting to run low and he needed to buy the supplies to make more, but there lies the problem he had no money. Peter was interrupted from his internal monologue by his cell phone vibrating.

"Hello…hey Gwen…coffee bean….wait you're buying right…I'll be there in ten" said Peter hanging up his phone. Rushing up to his room peter took off his clothes and put on his Spider-man outfit, but then he remembered he has a low supply, which means no web swinging unless in an emergency.

'_Dammit, looks like I'm taking the bus… great_" said Peter as he put on his street clothes on over his Spider-Man outfit.

* * *

**Coffee Bean**

"Gwen….I need a job any ideas" asked Peter sipping on the coffee that Gwen had bought for him.

"Um how about working here…you like coffee and I can visit you" replied Gwen, but as she said that a commotion was coming from the front counter.

"HEY WISE GUY I DIDN"T ORDER THIS" yelled a customer throwing his coffee across the counter.

"Yeah so I can deal with guys like that no thanks" replied Peter, but then a new voice interjected in Gwen and Peter's conversation.

"How about putting that big brain of yours to work and start your own Homework help line" said Harry walking up to Gwen and Peter's table and sitting down.

"Hey Harry"

"Sup Peter…Gwen" said Harry

"Harry" she replied

"Uh Gwen what's with the shades" asked Harry commenting on Gwen's thick black shades covering her eyes.

"I'm creating a new image for myself" she replied knowing that Harry would catch her meaning

"Whatever" he said.

"Uhhhh….Is something going on here that I don't know about….you two are acting weird" said peter wondering what was going on with his best friend and girlfriend.

"Nothing" they both replied quickly a little bit too quickly

"Uhhh...okay" said Peter '_I'll find out later'_ he thought "a Homework help line…very promising Harry….anything else"

"Well you could….." started Gwen, but at that moment Peter zoned out.

'_UH OH Spider-sense'_ thought peter looking for the danger, outside the coffee bean he saw a convertible speed past and it was being followed by two police cars, who had their lights blaring.

"Ow…my….uh...Uh…my stomach….where's the bathroom" asked peter faking a stomach ach.

"Uhh it's down the hall to the left…you okay" replied Gwen getting concerned.

"Yeah I just need to use the bathroom be right back" said Peter getting up from his seat and heading for the bathroom, leaving Gwen and Harry alone.

"So" said Harry

"So" replied Gwen sipping her coffee.

* * *

Locking the door behind himself Peter took off his street clothes revealing his Spider-man suit beneath his clothes. Putting on his mask and gloves, He opened the window and jumped out swinging after the car.

* * *

"Precinct…this car 22…suspects are heading west on Concord we are in pursuit, suspects are armed and they have a hostage with them, request back up"

"Car 22 this is Precinct…proceed with caution, Back up is on the way" came the voice over the dispatch.

Swinging high in the air Spider-man saw the convertible that was being chased. Deciding to swing lower to better asses the situation, he saw that there were three guys. The driver, a guy in the passenger's seat with a shotgun, and another in the backseat with a pistol pointed at a woman's head.

"First things first separating the hostage from the crazies" said Spider-man swinging even lower until he was almost over the convertible.

* * *

"YO! Diablo we got company" yelled the guy with the hostage.

"Who the cops I see em" replied Diablo the driver

"Not them it's the bug"

"Damn, what the hell are you two doing sittin there….SHOOT HIM DOWN!" yelled Diablo. Wasting n o time the two criminals began to unload there weapons at Spider-man. Spider-man feeling his spider-sense buzz, started to dodge the bullets as they neared him. Swinging closer to the speeding car he shot a web line at the hostage and pulled her out of the car and into his awaiting arms.

"AHHHHHH OH MY GOD!" she yelled feeling herself being pulled out of the car and into Spider-man's arms

"Hi" he said "Brace yourself this may be a bumpy landing". At the height of his swing Spider-man tossed the woman in the air and shot a wide and thick patch of webbing that resembled a net.

"AAAAHHHHHHHHHH…..Oomph" went the woman as she landed in the net safely.

'_Glad that worked….now time to wrap this up'_ he thought as he started to swing after the car again.

"HERE HE COMES AGAIN" yelled the guy with the shotgun as he unloaded more rounds.

"KEEP SHOOTIN AT HIM" yelled Diablo

Spider-man swung low and fired two globs of webbing at the guns clogging their weapons. Landing on the trunk of the convertible Spider-man leaned to the side and shot a web at the tires, which caused the car to start skidding until it came to a sudden stop after crashing into a light pole. The three thugs jumped out of the damaged car and tried to run away, but Spider-man was too fast. He pounced on one thug and shot a web at another and yanked him in for a punch to the face. The thug he pounced on was trying to get up, but he was greeted with a boot to the face from Spider-man. Looking over his shoulder he saw the driver trying to run away, but at that moment the driver was punched in the face, by a civilian that was watching what was going on. The Driver was so busy running away from Spider-man that he didn't see a tall, well built, guy in his mid to late twenties waiting there with a punch ready.

"TAKE THAT YA BUM!" yelled the guy. Spider-man heard the cops nearing the scene, so he quickly webbed up the three thugs, but before he left he looked at the guy that took out the driver.

"Thanks" said Spider-man

"No problem web-head" the man replied. Spider-Man fired a web and swung off

* * *

The police arrived on the scene and began to arrest the three thugs, but the real attention was on the girl in the net webbing. She was still in the net webbing that was in-between two buildings. She looked over the edge of the net and was immediately hit with a sense of vertigo.

'_Oh God I'm going to die up here'_ she thought

"HEY SOMEONE GET ME DOWN!" she yelled. Peeking over the net again she saw that no one was around to hear her screaming.

_'Great I'm in one of the most populated cities known to man and there's no one around oh the irony' _she thought to herself.

"SOMEBODY HELP ME!" she yelled again. The guy who had knocked out the driver was walking past when he heard the sound of someone yelling. He stopped for a moment and then looked up to see in a woman in a net.

"Jeez…HEY LADY YOU OKAY" the man yelled to her.

"DOES IT LOOK LIKE I'M OKAY YOU BLOCKHEAD, THAT SPIDER-JERK LEFT ME UP HERE!" she yelled "GO GET SOMEONE"

"WHY"

"WHY DO YOU THINK…SO I CAN GET DOWN DAMMIT"

"Has anybody ever told you that you have a wonderful personality" he said to himself.

"HEY I HEARD THAT…..WHEN YOU'RE STUCK IN A NET HIGH IN THE AIR YOU HAVE A RIGHT TO BE PISSED!"

"JUMP"

"ARE YOU CRAZY I'M NOT JUMPING"

"WELL THEN I GUESS YOU'RE GONNA BE UP THERE FOR A WHILE" he said turning around and pretending to walk away.

"HEY WAIT DON"T LEAVE"

"JUMP THEN... I'LL CATCH YOU"

The woman weighed her options but ultimately she decided to trust the guy on the ground.

"FINE BUT IF YOU DON"T CATCH ME"

"I WILL…..TRUST ME" he replied

"Alright…..1….2….3!" on the count of three she closed her eyes and jumped out of the web and landed in the arms of the guy below.

"See I told you I would catch you" he said

"Yeah….thanks….I" she started but then had to stop because she had opened her eyes and looked into the blue eyes of her rescuer. Setting her down on her feet both the guy and girl got a good look at each other was taken aback by how attractive they were to each other. The guy was about 6'3 mid to late twenties, built like an ox, and had a 5 o'clock shadow, but she didn't mind, she liked guys with a little stubble. While she was checking him out, he was checking her out. She was about 5'9, brunette hair, hazel eyes, slender neck, tanned skin, long legs, and a body that would stop traffic; needless to say both were intensely attracted to each other.

"I-I-I would've been stuck up there all day if you hadn't have come" she said still staring into his eyes and leaning a little bit closer.

"W-Well it's no problem miss" started the guy as he leaned in ever so slightly

"It's Green…my name is Debbie Green…what's yours"

"The name's Grimm, Benjamin Grimm, but most people call me Ben Grimm" he replied, while staring into her eyes and smiling.

* * *

Swinging through the city Spider-man started in the direction of the coffee bean hoping that no one noticed that he had been gone a long time, but knowing how the old parker luck worked, he knew they'd probably be pissed.

'_I've been gone so long I hope they're still in the coffee shop'_ he thought, but Spider-man was broken out of his internal monologue by a loud click that came from his web shooters.

"OH NO…AHHHHHHHHHHHHHHHHHH" yelled Spider-man as he fell, because he ran out of webs. Spider-man fell and landed on an air conditioner vent on top of an apartment building.

"OW…that hurt, Damn that the last of my web fluid, I need money and I need it fast" he said to himself, but as he was getting up he looked across the street at a billboard on top of another building, and he smiled to himself.

"Well ask and ye shall receive" he said, while smiling.

* * *

Finally making it back to the coffee bean Peter climbed through the window and changed back into his clothes. Opening the door he was greeted by an angry line of people who were waiting to use the restroom.

"Uhhh sorry bad Taco meat"

"OUT OF THE WAY KID!" yelled a fat man pushing past Peter and slamming the restroom door shut. Walking back to the table, he saw that Mary Jane had arrived.

"Hey MJ" he said sitting back down in his chair.

"Hey Pete"

"Man Pete you've been gone a long time….that must've been some stomach pain buddy" said Harry

"Yeah bad Taco meat…but listen…" started Peter before being interrupted by Gwen.

"Wait, before you say anything I think we know the perfect job for you"

"That's what I was about to tell you guys I know what I want to do, but MJ I'm gonna need a huge favor…..Can I please have your camera" asked Peter

"Sure…I don't even use it anymore...It's all yours but I didn't know you like photography" she said taking out a small camera from her purse, and handing it to Peter

"I don't but I need money and I'm desperate" replied Peter

"Who do you plan on taking pictures of" asked Harry

"Spider-Man" was Peter's reply

"HAHAHAHAHAHAHAHAHHAHAHAHAH!" was the sound of his friends and girlfriend laughing at him.

"Did I say something funny?"

"Peter Professionals having been trying to get this guy's picture for months and no one has come close" said Gwen

"So" he replied

"So how do you some guy off the street who has never taken a picture in his life, gonna get a photo of Spider-man" said Harry

"You let me worry about that Harry…I want all of you guys to remember this moment because I'm gonna make you eat your words…I will get photos of Spider-man trust me"

"Care to wager on that Mr. Parker" replied Harry.

"Stakes"

"If you win and get a photo of Spider-Man I'll come to school in a dress, but if I win you have wear a dress to school"

"Oh...Harry…my best friend….you have no idea how royally screwed you are" replied Peter with a smile.

* * *

"Cheese" said Spider-man as he posed in front of camera by sticking to a wall. Doing a few more acrobatic stunts in the air, he took a few more pictures of himself before decided that was enough.

"Now all I have to do is develop…..and….crap…I can't take these to a regular photo place to develop these pictures….too many question like how did I get them…..not to mention I have no money to put them nor to get them out…..only if there was someway I can learn how to develop my film from inside my own home…..this looks like a job for…...the internet" said Spider-man as he made his way home to do some research.

* * *

**Later that Day: Daily Bugle**

"BROCK WHAT THE HELL IS THIS" roared J. Jonah Jameson tossing the blurry photos of Spider-man on the desk.

"Uh…J.J. those are the Spider-man photos you asked for" replied Eddie Brock

Eddie Brock was a 18 yr old teen and was the youngest person working at the Daily Bugle. Brock was average height for a 18yr old teen, but he had an athletic frame that suggested that he worked out heavily on his free time, he had dark blond hair, tan complexion, and was fairly good looking, also he was the best photographer the Bugle had despite his age.

"NO THIS IS CRAP BROCK PURE AND SIMPLE CRAP!" yelled Jameson

"Sorry JJ this Spider freak is too fast by the time I get there he's already gone and besides no paper in town has a photo of this clown so I don't think it's any thing to…." Stated Brock before he was interrupted by Jameson.

"That's you problem Brock you don't think, I don't settle for mediocrity, I don't care about other papers I care about mine, which is why I placed a Billboard ad: 600 Dollar Reward Money for Exclusive Photo of Spider-man; and I've gotten 5 hits so far" said Jameson

"B-But JJ that's my job….I'm your photographer"

"No it was your job…and you were my photographer….your new job is to try to get your old job back….besides Brock….you've been slacking….It's about time for someone to light a fire under you ass and what better fire than competition" replied Jameson.

"JJ…..you know this is my only job…I can't afford to lose…" but he was cut off again.

"Should I get you a violin Brock….look don't blame me, Blame Spider-man for not posing for you…..NOW GET OUT OF HERE AND GET ME PHOTOS!" yelled Jameson shooing Eddie Brock out of his office.

* * *

Slamming the door behind him; Brock stormed past Betty Brant, Jameson's assistant and he bumped into a kid about a few years younger than himself.

"Watch where you're going" Brock growled out

"I could say the same to you" replied Peter walking up to Betty Brant's desk. Betty Brant a very cute 20yr old Brunette that was wearing a tight green blouse and black skirt greeted Peter with a smile.

"Hello how may I help you" she asked

"Um hello…uh….Betty my name is Peter Parker and I'm here about the Spider-Man photos" he answered

"Okay…hold on…Mr. Jameson ….there's someone out here who has photos of Spider-man" she said talking through the intercom on her desk.

"WHAT ARE YOU WAITING FOR BRANT AN INVITATION SEND HIM IN NOW!" yelled Jameson through the intercom

"He'll see you now"

"I heard…thanks Betty" said Peter walking to the door.

"Good luck" she replied going back to her work.

* * *

**Inside Jameson's Office**

"YOU"RE JUST A KID!" yelled Jameson as he looked at Peter, when he walked into his office.

"So"

"So….grrrrrrrr…..I'm sick of working with kids…I deal with Brock on a daily basis….and now you show up" growled Jameson.

"Well if you want Mr. Jameson I could leave" said Peter turning around

"Sit down and Shut up…. show me the photos kid"

'_Jackass' _thought peter as he sat down and pulled out a photo of himself in his spider-man outfit sticking to a wall. Jameson snatched the photo and looked at it. Looking up from the picture Jameson gave Peter a piercing look

"What's your name kid?"

"Parker, Peter Parker"

"Well Parker these photos are…..CRAP!...I'll give you 50 bucks for it"

"But your billboard said 600" replied Peter

"It also said Quality photos" replied Jameson

"No it didn't it said 600 dollars for any photos of Spider-Man…I read it twice"

"Well kid you need glasses…look Parker when you have your own company you can make and break your own rules like I'm doing now….So I'll give you 50 take it or leave it" said Jameson leaning back

'_Damn him…..but I need my web fluid…but I'm gonna get even with this guy'_ thought Peter as he glared at Jameson.

"Ha….Kid my wife's glare is much scarier…so what's it gonna be Porker"

"That's Parker….fine I'll take it" he said through clinched teeth.

"That's more like it" replied Jameson taking out his check book and writing a 50 dollar check, "Give this to the girl out front have her stamp it and there ya go kid your first 50 dollars" said Jameson, "ROBBIE!" he yelled. A few seconds later Robbie entered the office.

"Yeah Jonah"

"Take this photo and run it…..Headline: Masked Menace Spider-Man Still at Large" said Jameson

"He's not a menace but I'll take care of it Jonah" replied Robbie but before he could take the photo Peter snatched it away, going over to Jameson's desk he snatched the rest of his photo's and went towards the door.

'_No….I'm not gonna let this guy walk all over me'_ thought Peter as he exited Jameson's office.

* * *

Peter hurried out of the office and passed Betty who was at her desk, a few seconds later Jameson exited the office with an angry look on his face.

"PARKER WHAT THE HELL ARE YOU DOING GIVE ME MY PHOTOS" yelled Jameson. Stopping in his tracks Peter turned to face the angry Jameson

"Wrong these are my photos and if you're gonna cheat me then I'll take these photos elsewhere"

"HEY I PAID FOR THOSE PHOTOS BRAT!"

"Well Mr. Jameson when you have the photos you can break any rule you want, and I don't want your measly 50 bucks I can get more for these on the internet or from any other paper in the city" replied Peter.

"Do you know who I am boy….one phone call from me and no one will accept anything you're selling"

"Fat chance of that happening…..like anybody is gonna listen to a hack like you"

"WATCH YOUR MOUTH BOY"

"I don't have to listen to you, See Mr. Jameson what we have here is a classic case of supply and demand….I have the supply and you and every media outlet in this city has the demand" said Peter with a smile on his face.

"Fine..…..What do you want for them" Jameson Growled, knowing that Peter was right.

"I want the 600 dollars promised…and…and ….I want a job, with benefits"

'_That should piss him_ off' thought Peter.

"You want to work here"

"No not really, but I need money and the only reason why I considered working here is because my uncle before he died used to read your paper everyday so there must be something good about it….so Mr. Jameson the ball's in your court either you can give me the 600 dollars promised and gainful employment or you can wave bye bye to your paper as one of your competitors receives these photos and puts you out of business" said Peter staring Jonah in the eyes.

Looking around the office Jameson saw all eyes were on him.

"WHAT ARE YOU JERKS DOING GET BACK TO WORK AND YOU IN MY OFFICE NOW!" yelled Jameson storming back into his office with Peter not far behind.

'_I like this guy'_ thought Ben Urich

'_I like this guy'_ thought Betty Brant

'_I hate that_ _guy'_ thought Eddie Brock

* * *

**Jameson's Office**

"I hope you enjoyed that little stunt out there because It will never happen again"

"Hey You…" started peter

"SHUT UP!...I'm not finished, you embarrassed me Parker, and I cannot in good conscious keep someone like you on staff not good for morale…My word is law and if you don't abide by that law then you get a foot in the ass on the way out of the door….But…..unfortunately you are quite right you do have the photos….and I want….…need those photos so here's what I'll do I want all of your photos and future photos exclusively and for all of the good quality photos, you get a hundred dollars 5 photos Is as high as I'll go in a week's time and Parker that's a more than generous deal"

"Does that mean I have a job here"

"No…..you do not have job here….you're a freelancer…..now do we have a deal"

"I accept your deal Mr. Jameson…for now" replied Peter handing Jameson the photo from earlier

"I'll bring the rest of the photos that I have tomorrow" he continued while rising from the chair. Jameson pulled out his checkbook and wrote a check and gave it to Peter.

"Fine now get out of here" said Jameson with a slight edge in his voice. Peter with a smile on his face grabbed the check, turned and left the office.

'_Smart Kid…...reminds me of myself at his age…...he's going to be trouble I can feel it'_ thought Jameson as a small almost microscopic smile crossed his face.

* * *

Slamming Jameson's door shut Peter looked around to see all of the Daily Bugle employee's looking at him.

"Hey" a voice whispered to him, turning to the sound he saw Betty Brant waving him over.

"Yeah"

"You are my hero nobody has ever talked to Mr. Jameson like that before"

"Well there's a first time for everything right….plus I don't like being cheated" replied Peter as he started for the elevator. Stepping onto the elevator Peter waited for the doors to close before he broke out into a dance because he had successfully got his first job and all the money he would need to restock on web fluid for the future and enough money to upgrade his small but growing lab.

* * *

**End of Chapter 7: READ AND REVIEW ****I hope everyone enjoyed the chapter I was trying to re-imagine the Daily Bugle and Peter's relationship with it I hope it was believable, but like I said I'm considering rewriting it but that'll probably be later, but now we take a small break from all the spidey action b/c the next few chapters are an introduction/background to one of my favorite Marvel Teams: The Fantastic Four, so until then….**

**Time for another Character**

**Character Bio: J. Jonah Jameson**

**Name:**** John Jonah Jameson**

**Age: ****Late 30's early 40's **

**Skills: ****Investigative Journalist, and Editor**

**History/Personality: ****J. Jonah Jameson has never been a reasonable person but that does not make him a bad person. He has often been described as a man with a short fuse, he's grouchy, irritable, unreasonably, but through his thick exterior lies the heart of a decent human being. He got into the news business to report information to the public because the public has a right to know what's happening around them. He views Spider-man as a menace because of his wife's injuries sustained in his battle with the Shocker and because Spider-Man wears a Mask, but secretly Jameson is a tad bit jealous because Spider-man saved his wife and defeated the Shocker while he was on the ground helpless. **

**Next Up: Prelude to the Fantastic: Reed Richards**


	8. Interlude: Reed Richards

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARCACTERS, ALL CREDIT goes to MARVEL AND STAN LEE, I am in NO way making any MONEY off of this story, NO MONEY is being exchanged, so please DO NOT SUE….I repeat DO NOT SUE….I have no money…I am completely broke I assure you….now onto the story. **

**New Chapter Up: Read. Review, and ENJOY**

**ps: this is a sort of origin type chapter, I'm trying to do something different with the Fantastic Four…so I hope you enjoy…..**

* * *

**Interlude: Reed Richards: Prelude To the Fantastic pt 1**

**The Past: ****Reed Richards: 14yrs old**

"AHHHHH…GAH….STO…" gasped/choked Reed Richards as his head was dunked into the toilet of the Midtown High School boys restroom.

"YEAH!...DO IT AGAIN CHARLIE..GIVE 'EM ANOTHER SWIRLY" yelled a teen.

"Another….alright" replied Charlie the bully as he took Reed's head and dunked it into the toilet again, "SHUT UP RICHARDS AND TAKE IT THAT'LL TEACH YOU" Charlie continued, as he held Reed's head. Reed tried his best to get his face out of the toilet he struggle with all his might but Charlie was stronger, but suddenly he felt Charlie's weight suddenly vanish. Taking his head out of the toilet water he collapsed on the floor and turned and wiped the water from his eyes. Clearing his eyes he saw the reason why Charlie's weight vanished, his best friend Ben Grimm had Charlie by the front of his shirt. Ben cocked his fist back and punched Charlie across the face which sent him down to the floor hard.

"I warned ya Charlie to stay away from him didn't I" said Ben while cracking his knuckles.

"Why do you even care Grimm you his bodyguard or something" replied Charlie getting up and wiping the blood off his lip.

"I ain't his bodyguard but I am his friend….so if ya gotta problem with him ya got one with me" Ben replied

"Fine let's go guys…..next time Grimm" said Charlie as he and his two friends left the restroom.

"Thanks Ben" said Reed still spitting out the nasty toilet water and standing up.

"You alright Reed"

"For the most part but I could be better"

"Jeez Reed what are you gonna do when you go off to college tomorrow you know there are bigger and tougher guys in college than here at Midtown High" said Ben as he and Reed left the restroom and then the school.

"Ben that's actually the furthest thing from my mind, I'm more concerned about the new and exciting equipment and labs I'll be using at M.I.T" said Reed as he and Ben walked from school, "I hear that their spectral analysis machine is to die for" Reed continued.

"Yeah…exciting stuff egghead" replied Ben curtly

"Whoa…uh….what's eating you Ben" asked Reed "You've been a little off this whole week"

"Oh why would I be acting strange….It's not like my best friend is going off to College at 14, tomorrow and leaving me behind…..noooo that couldn't possible be what's wrong with me" said Ben sarcastically.

"Oh come on Ben don't be like that….I'll be back in New York for summer's, Thanksgiving, and Christmas…we can hang out then"

"I guess" replied Ben as he and Reed came to a split in the road. Down one path was Reed house, and down the other was Ben's

"I'll be over your house tomorrow….ya know to…uh…see you off….but I can't hang with ya today I got some stuff to do" said Ben

"That's okay Ben….I…uh….I got some packing to do anyway" replied Reed.

"See ya" said Ben as he started down the left path towards his house.

"Hey Ben"

"Yeah Reed"

"Never forget that you will always be my best friend….and I mean that"

"I know Reed and you'll always be my best friend too" replied Ben

"See ya"

"See ya"

And like that the two friends parted ways unsure if they would ever meet again, but assured that if they did they would always be friends.

* * *

**4 years Later ****Reed Richards 18yrs old**

18 year old Reed Richards walked up the steps of Empire State University in his home state of New York. Reed was seen as an enigma in most people's eyes because at his current age of 18 he had already completed two colleges: M.I.T. and Harvard and he was in the process of trying to complete his third college. Reading the sheet of paper in his hands he followed the direction towards his dormitory. Looking up from the paper he followed the numbers on the doors until he reached room 415. Opening the door Reed saw that the room was quite spacious even though his roommate's items were thrown all over the floor.

"Well it seems I'm yet again stuck with a messy roommate" said Reed to himself as he place his bags on his bed on the right side of the room. Unzipping his bags he started the process of putting his things into their proper places.

* * *

**15 minutes later**

Reed put the last item in the drawer when he heard the door to the dorm begins to open, standing up Reed turned just as the door opened and he was shocked to see who it was standing in the door way.

"Ben" said Reed in Shock

"NO FREAKIN WAY REED!" yelled Ben as he ran and hugged his best friend that he hadn't seen in years.

"Oh man it's good to see you Ben….I mean wow how long has it been"

"4 years Egghead" replied Ben

"I've got some much stuff to tell you Ben"

"Yeah me too Reed…but we got time for that later It's the first day of College…"

"Actually Ben it's my eight hundred and forty fifth day of College"

"….Yeah well it's my first day and you know what that means PAAARRTAAY…Let's go….there's one at the frat house right now" said Ben dragging Reed behind him.

"Wait Ben….WAIT" Yelled Reed but his cries went unheard as Ben continued to drag him to the party.

* * *

**6 months later**

It had been about 6 months since Reed and Ben have been attending Empire State University. Reed of course was at the top of his class and he planned on staying at the top which is why he was on his way to the library on an early Sunday morning. Pushing open the door to the library he saw that no one was inside the library, which was fine by him because that meant no distractions. Walking further into the library he found a nice quite spot and sat down and pulled out the book on quantum physics that he had started reading earlier. He was already about halfway finished and he would've been completely finished if it wasn't for Ben snoring in their dorm and disturbing his reading. Opening the book to where he left off he was about to read the first line when a yell echoed throughout the library.

'_Now what'_ Reed thought to himself as he heard the yell again. Letting out a sigh he got up from his seat and went in search of the noise. He didn't have to go far, around the corner of a bookcase sitting at a table with about 20 books open was a girl about his age with dark hair. She was wearing a blue shirt and a black skirt and she was very attractive. Reed approached her just as she slammed the book she was reading closed and laid her head on her hands.

"Um…excuse me miss...are you alright" he asked

"My mother's a miss I'm only 18 there buddy" she replied looking up at him.

"Oh…well…I'm sorry uh…."

"Moy…Alyssa Moy" she said

"Well Alyssa I'm…" he started before being interrupted

"Reed Richards….yeah I know The Golden Boy"

"Golden Boy…is that what they're calling me now" he responded

"Yeah ever since you solve the Unsolvable Mazayo Equation three months ago…everyone's been talking about Golden Boy Reed Richards….the boy that's on his way to being the smartest man in the world" said Alyssa leaning back in her chair and folding her arms across her chest.

"I don't know about the smartest man in the world but the Mazayo was difficult at first but it became quite easy onc…" he started again but Alyssa butted in again.

"Smartest man in the world my foot…I solved the Kenneth Equation and did I get any recognition Nooooo…..so you know what I did I set out to solve the Mazayo and I've being trying for the past three days with no success in solving it"

"Well would you like me to help"

"You help me….ha I don't need your help" she replied pridefully.

"Well then pardon my intrusion" replied Reed as he turned to walk away

"WAIT…...I don't need any help, but maybe you could give me a small hint" she said. Turning back around, Reed went to the chair next to hers and sat down. Looking at the Mazayo equation on her paper, he took her pen and drew a small box around a small portion of the problem

"Like I was trying to say earlier while it was difficult it became much simpler once you solved for what's in this box that is the key to the whole equation"

"Oh MY GOD….your right by solving for this first the numbers become much simpler to handle…..the answer to this is….and if I take this and multiply…log12….and then simple subtraction…..I-I DID IT…I SOLVED IT" she yelled standing up in her chair, with a giant smile on her face.

"Your welcome" replied Reed as he stood up out of his chair and was about to leave.

"Hey Richards wait"

"Yes"

"Thanks for the hint not help…..but…around 8:00 tonight in my dorm I've invited a few of the intellectually gifted students over for a little get together….we're gonna be talking about Quantum theories and practices…..and It wouldn't be so bad if you were to show up….I'd like to hear your thoughts about the subject" said Alyssa

"Are you asking..."

"This is not a date…it's just a meeting of the minds"

"Right…..I believe I can make it what's your dorm number"

"235" she replied

"I'll see you then Alyssa" replied Reed with a small smile as turned around and left leaving Alyssa alone with her books.

"Cute…but so not my type" said Alyssa as she watched Reed walk away.

* * *

**1 year later Reed Richards age: 19 **

It was a beautiful Afternoon in Central Park, people were out walking their dogs, and having picnics, the sky was clear and blue, the sun was shinning bright, and love was in the air for everyone….. Except the couple that was sitting on the bench next to the beautiful fountain in the center of Central Park.

"Reed you are by far the best boyfriend I've ever had but…we have to break up"

"WHAT!...why Alyssa…was..."

"It was nothing you did Reed…like I said you are great but….we are on two different wave lengths"

"Alyssa what are you talking about"

"Reed I took that job in Europe…I leave tomorrow"

"AND YOU'RE JUST NOW TELLING ME!"

"I was afraid how you would react and you would try to talk me out of it and you probably would have succeeded…but Reed this is a once in a lifetime opportunity I mean the type of sophisticated science and machinery, and all the other stuff they are allowing us access to"

"Alyssa….That guy from the so called United National Government didn't seem all that legitimate to me…first the guy wouldn't tell us who we would be working for nor did he tell us how long we would be gone…there were too many variables…"

"UGH…GOD REED EVERYTHING WITH YOU IS VARIABLES YOU DON'T KNOW HOW TO JUST GO WITH THE FLOW SOMETIMES….this is a good opportunity and I'm taking it….I'm sorry…I wish things could've been different and you were coming with me but I know you and I know you won't, and I don't want to guilt you or force you into following me so I'm breaking up with you…..This is good-bye Reed" she said give him a kiss on the cheek. Getting up from the bench she started to walk away, but Reed jumped up and grabbed her arm.

"Alyssa…please don't do this…..I LOVE YOU!"

"I know Reed and I love you too but this is my dream job….and I have to follow it…..I want you to know you'll always have a special place in my heart…..good-bye" she said as she walked out of the park and out of Reed Richard's life.

* * *

**6 months later ****Reed Richards 20 yrs old**

"Congratulations Egghead" said Ben patting Reed on his shoulders "Man getting a PH.D at the age of 20…..that's damn impressive"

"Yeah thanks Ben" replied Reed in a depressed tone

"Still bummed over Alyssa" said Ben sitting down on his bed that was across from Reed's

"Is it that obvious" Reed replied

"Listen to me Reed, Alyssa made her choice…Nothing was your fault. I know it's cheesy to say this but it wasn't meant to be if it was she would not have taken the job. Trust me when I say this Reed in a few years Alyssa will realize that she made the biggest mistake of her life, but then it'll be too late you'll have moved on to someone better" said Ben in a reassuring tone.

"Thanks Ben I needed to hear that"

"I know bud…hey but there's sumthin else I wanted to talk to ya about". But as Ben was about to tell him there was a knock on their dorm room door.

"Hold on just a moment Ben" said Reed getting up and opening the door. Standing in the doorway was a man dressed head to toe in a military outfit. His hair was grayish, as was his mustache; he had a hardened face that showed that he didn't tolerate any games.

"Are you Reed Richards" he asked

"Yes"

Then man pushed his way into the Dorm and saw that Reed wasn't alone.

"I need to speak to Reed Richards alone" said the military man giving Ben a hard stare, not knowing that Ben Grimm doesn't scare easily

"Reed do you want me to leave" asked Ben standing up and looking the man in the eye

"I'll be fine Ben...Thanks…I'll talk to your later"

"Alright" said Ben passing the man and walking out of the Dorm.

"How may I help you" asked Reed Closing the door.

"Reed Richards…MY name is General Ross of the United States Military and I'm here to recruit you"

"General I'm flattered but I'm not much of a fighter"

"Ha...no I don't want your physical attributes I want you mental. Reed the government has been following you progress for quite some time and we want you to join our Research and development team"

"Really"

"Yes, you and a few others have been carefully selected to participate in a government funded think tank; You'll have all of the top equipment, chemicals, etc…are you interested"

"Absolutely….but will this think tank be on a military base"

"On the contrary the think tank is based here in New York City at the Baxter Building"

"When can I begin"

"Immediately, orientation is this Saturday, be at this address at this time…preferably early" said General Ross giving Reed a card.

"Thank you General I will be there"

"NO thank you Reed" replied General Ross as he passed Reed and left the dorm.

* * *

**Saturday 7:00 am**

Looking up at the tall building Reed Richards walked in confidently and made his way up to the front desk in the large lobby. There was a woman in her mid thirties sitting at the desk reading a magazine.

"Hello I'm Reed Richards and I'm…" he started

"Top Floor" interjected the receptionist without looking up from her magazine

"Uh…thank you" he replied making his way the elevator.

"Wait…Hold the Elevator!" he yelled running up just as it was about to close.

Five slim fingers shot out and held the door open, which allowed Reed to make his way in.

"Thank you so much" said Reed turning to face the woman who held the elevator for him, "My name is Reed Richards…nice to meet you" he said in a friendly tone.

"Hello Reed…My name is Monica Rappaccini" replied the woman. Monica was tall and attractive, she had long dark hair, long legs and a dancer's body, she was a bit older than Reed but not by much, maybe four or five years.

"Well Monica thank you again most people wouldn't have done that"

"Lucky Reed I'm not most people…but yes I do agree Humanity has lost it's way in selfishness and greed….. but that's why were here aren't we…. to change the world through science" she said with a smile.

"So it's safe to assume we're heading to the same place" replied Reed

"You would be correct in your assumption"

"Will the two of you cease your useless prattle…I can not hear myself think" came the curt response from the other person in the elevator with Reed and Monica. The guy was 6'2, fairly muscular, clean shaven and very handsome, but his handsome face was covered in a deep scowl.

"I'm sorry I didn't get you name I'm Reed…

"I care not for who you are, all you need to concern yourself with is who I am…I am Victor Von Doom" he said as the elevator opened. Pushing past Reed and stepping off the elevator Victor turned and gave Reed one last piece of advice.

"Stay out of my way" he said walking down the hall and through a set of double doors.

"Well he's gonna be a blast to work with" said Monica as she stepped off the elevator and started down the hallway for the double doors.

"Right" replied Reed who was right behind her. Walking through the double doors Reed's jaw dropped. The top floor of the Baxter Building was Massive; four levels of nothing but science equipment, that would make any science geek squeal with excitement. Snapping out of his brief stupor to the sound of clapping, Reed made his way over where the other recruits were standing, which was in front of a platform with a podium and a microphone and a man that was about 5'10 with sandy blond hair, blue eyes, and a lab coat standing in front of the microphone about to talk.

"Thank you, Thank you….I am Dr. Franklin Storm and I welcome all of you to this project. All of you have been chosen for various reason but the main reason you all have been brought here is because of your affinity and expertise in the field of science, whether it be chemicals or engineering. We here at the Baxter Building specialize in one thing using science as a means to better the world and as I said each of you have been chosen because we feel that you are the best of the best and that you all stand the greatest chance of achieving that goal. Now before I let you mingle with your fellow colleagues. I want to let all of you know up front that we are government funded and we can only keep those that can meet deadlines on thier projects…..I'm sure all of you are smart enough to figure out what that means so there's no need to go into further detail….now there's food and refreshments to your right, today is all about getting to know you colleagues and your possible competition because tomorrow we are gonna jump into all things science, so if any one has any further question I'd be happy to answer them...…..no questions….good…I thank you for listening…enjoy yourselves" said Dr. Storm as he left the podium. The recruits started to talk amongst themselves while eating and drinking.

* * *

**Few Hours Later**

Reed found himself at the buffet table after mingling for a few hours. Looking across the table he grabbed himself a drink and took a sip. While he was drinking someone bumped into him. Turning he saw it was a man.

"Sorry about that" said a man, who was about Reed's age but a little bit older, he was 6'1, muscular, but he had kind eyes and a warm smile; he had dark hair with an odd bluish tint.

"It's no problem no harm done….I'm Reed Richards"

"I know I've read some of your papers that you had publish….I was especially interested in you paper on genetics…you've accomplished so much at the age of 20 I'm impressed"

"Thank you Mr.…"

"Where are my manners. I'm Dr. Hank McCoy" he said smiling, but as he introduced himself someone called out his name.

"Dr. McCoy, Dr. Sunder needs you over here for a moment" said another scientist wearing a lab coat.

"Well If you'll excuse me Reed it appears I'm needed elsewhere" said Dr. McCoy making his way over to where his presence was needed leaving Reed alone, but it wasn't long before someone else noticed him.

"OH MY GOD REED RICHARDS!" came a loud voice causing Reed to turn around, to see a man with brown hair, about his height and age come rushing up and grabbing his hand and shaking it.

"Oh my God it's an honor to finally meet you; I can't believe it me and you in the same building on the same team"

"Whoa, Whoa slow down…..you know my name but I don't seem to know yours" said Reed taking his hand back.

"Oh right sorry about that little geek out…it's just that I was a tad bit directionless I had just graduated high school at 15 and I didn't know what I was gonna do until I read an article that you wrote in a science magazine about molecules…..oh by the way my name is Dr. Henry Pym"

"Wow Dr. Pym"

"Hank…you can call me Hank"

"Well Hank I'm glad I was able to give you some direction"

"That's not all you gave me, the article gave me an idea, think about this Reed…consciously being able to change your molecules at will from being either extremely big or extremely small"

"Wait do you mean…"

"Yes Dr. Richards" came the voice of a woman entering the conversation " Being able to change your size from big to small at will", she had short cropped black hair, a beautiful face with obvious asian descent, and she had all the right measurements and she was about 5'7 , and the same age as Reed and Hank.

"Oh Reed I like you to meet my Fiancé Janet Van Dyne or soon to be Mrs. Pym" said Hank kissing her on the cheek.

"Hank I knew I'd find you over here"

"I'm sorry Dear I had to meet him"

"I know….so Reed enjoying yourself so far" asked Janet

"Oh absolutely It's going to be a blast to work with everyone here and Hank I'm really intrigued by this size manipulation perhaps we could work on it"

"I'm sorry Reed I would like nothing more than to work with you, but I've already found my partner right here" said Hank indicating Janet "Maybe the next one"

"Most defiantly" replied Reed with a smile

* * *

"Dr. Reed Richards….I'm Dr. Franklin Storm Baxter Building Director" said Dr. Storm introducing himself to Reed

"Hello Dr. Storm I've been meaning to talk to you all day" started Reed before he was interrupted by a teenage girl running up to Dr. Storm

"Daddy Johnny is loose again have you seen him" asked Dr. Storm's 14 yr old daughter Susan Storm.

"No I haven't Susan, but you know Johnny he'll turn up…..in the meantime I'd like you to meet Dr. Reed Richards….Reed this is my daughter Susan Storm"

"Hello" said Reed smiling

"Hello Dr. Richards" she replied

"Reed, you can call me Reed"

"Okay…..Reed" said Susan smiling a big smile. Suddenly they heard a crash and then a yell. Susan's younger brother Johnny Storm had knocked over the buffet table and some of the food landed on Victor Von Doom.

"Great…..Susan can you show Reed to his quarters, while I try to diffuse this situation"

"Okay….right this way Reed" said Susan leading Reed to his new room.

* * *

"Here we are Reed here's your room…I hope it's too your liking" said Susan

"Thank you Susan I'm sure it will be compared to my other living quarters….It was nice to meet you" said Reed

"I-It was nice meeting you too Reed…..see ya" she said before walking away. Walking into the spacious room Reed fell onto the bed that was in the room. He let out a long exhausted sigh, because of the days events. Turning over he stared up at the ceiling trying to imaging what his new life at the Baxter Building held for him, but whatever was in store for him he was sure that it was going to be Fantastic.

* * *

**End Interlude: Read and Review: Well that ends the origin type of intro for Reed, the next few chapters are going to be like this, taking a small break from all the spidey action for a quick second because I'm going to introduce Ben, Susan and Johnny, and then Doom, and I hope everyone reads the interludes because they do have a lot of important things going on and a lot of set up, Like in this chapter, while it seemed like I was telling Reed's life story which I was, I was also setting up some major stuff that's going to play big roles down the line in this story but anyway that ends this chapter another shall be up soon so until then…..**

**Ps: Can anyone tell how to reply because I know alot of people probably have question about chapters or characters or where the story is going but rest assured its not because I'm ignoring you its because I don't know how to reply**

**Next Up: Prelude to the Fantastic: Ben Grimm**


	9. Interlude: Ben Grimm

**Disclaimer: I DO NOT in any form or fashion OWN any of these characters, ALL CREDIT goes to MARVEL AND STAN LEE, I am in NO WAY making any MONEY off of this story NO MONEY is being exchanged, so I ask PLEASE DO NOT SUE, I have NO MONEY, absolutely zero cash on my person or in my bank account, so I ask again PLEASE DO NOT SUE…..now on with the story.**

**Hey everyone Nomad88 back again with another chapter remember to: Read. Review. and most importantly ENJOY. **

* * *

**Chapter Interlude: Ben Grimm: Prelude to the Fantastic pt 2**

**The Past: ****Ben Grimm age: 14**

Ben Grimm was walking down the halls of Midtown High. The last bell had just rang and everyone was on their way to the bus. While he was walking he notice that the girl he's been trying to ask to the school dance all week was finally alone and it was time for him to make his move. Taking a deep breathe he walked over to her and got her attention.

"Hey Elizabeth" said Ben going over to her locker

"Hey Ben…I was hoping I was gonna run into you before I left"

"You were"

"Yeah"

"Good….because there's something I've been meaning to ask you all week….there's this dance…."but Ben didn't get a chance to finish because at that moment they both heard yelling. A group of guys came around the corner carrying his best friend Reed Richards into the boy's restroom.

'_DAMN IT'_ thought Ben looking at them

"Yes Ben…. the dance" the girl named Elizabeth said ignoring what the bullies were doing.

"Right…the dance…."

"YEAH CHARLIE GIVE HIM ANOTHER SWIRLY" yelled one of the kids from inside the restroom.

"Damn it…..uh Elizabeth can you wait right here for a second…I gotta take care of sumthin"

"NO Ben I won't wait a second. I've been waiting for you to ask me all week…either you ask me now or I'm going with Jason" said Elizabeth angrily.

"STOP STRUGGLING RICHARDS!"

Growling Ben turned away from Elizabeth and ran towards the boy's restroom. Angrily pushing the door open, Ben grabbed the first kid he saw a punched him in the stomach. Ben then saw Charlie holding Reed's head, going over to him, he grabbed Charlie by his jacket, and turned him around and punched him across the face sending him to the ground.

"I WARNED YA CHARLIE TO STAY AWAY FROM HIM DIDN'T I" yelled Ben while cracking his knuckles.

"What's it to you Grimm….what are you his bodyguard or something"

"I ain't his bodyguard but I am his friend, and if you assholes got a problem with him ya got a problem with me" replied Ben threateningly.

"Come on guys let's go…..next time Grimm" said Charlie as he and the other guy's left the restroom.

"You alright Reed"

"I've been better….Thanks Ben"

"No problem egghead" replied Ben as he and Reed left the bathroom and then left the school.

* * *

"Ben"

"Yeah Reed"

"Never forget that you will always be my best friend and I mean that" said Reed

"I know Reed and you'll always be my best friend too…..see ya" said Ben

"See ya"

* * *

**4 years later: ****Ben Grimm age: 18**

"MA! POP! COME ON THE METER'S RUNNIN I AIN'T MADE OF MONEY!" yelled Ben from outside his house. He was standing next to a cab, waiting for his parents to come outside; they went back in to get the camera.

"Hold your horses Benny" said Ben's mom coming out of their modest home, following her was Ben's Dad.

"It's not everyday my little man goes off to College" she said going up to Ben and kissing him on the cheek

"Oh Cynthia he isn't a little boy anymore he's a man….a Man I'm proud to call my son" said Ben's Dad giving him a hug.

"Thanks Pop" Ben replied

"Alright…..let's take a picture…excuse Mr. cab driver could you take our picture for us please"

"Alright lady…but the meter's still running" he said getting out of the care and taking the camera, "Okay big smile"

"Cheese" the family of the three said together.

Snap! "There ya go" said the cab driver handing them back the camera.

"Thanks…..oh Benny you are just so handsome"

"He's got the Grimm genes Cynthia….ain't that right son"

"Right Pop"

"Yo Mac the meter's up to $32.50….let's go"

"Bye you guys and I promise I'll visit every other weekend" said Ben getting into the cab and moving his suitcases over.

"Where TO Mac"

"Empire State University" Ben said

* * *

**45 minutes later**

Ben was walking down the hall while carrying his stuff and looking for his dorm number.

"Let's see…ah here we go" said Ben opening the door to his dorm. Seeing that his roommate hadn't arrived yet he threw his stuff down on the first bed that he saw and walked out of the dorm, with the intent to explore Empire State University.

* * *

**Few hours later**

"So where were you ladies heading to" asked Ben to two attractive college girls.

"Well we were heading to this party at the frat house"

"Party, sounds fun"

"You can walk us there handsome" said one of the girl flashing Ben her best smile

"I would love to nothing more than to walk you lovely ladies there but I gotta go check on my stuff I haven't met my roommate yet and I wanted check to see if he got in yet….but how about this you two save me a dance how does that sound"

"Don't' be too long we might get lonely"

"Oh I won't ladies" said Ben as he left the two girls and went to his dorm.

* * *

Opening the door to his dorm Ben came face to face with his roommate who was also his best friend.

"NO FREAKIN WAY REED!" yelled Ben rushing up and hugging his friend.

"Wow Ben…I'm so glad to see you how long has it been"

"4 yrs egghead" replied Ben

"Man Ben I've got so much to tell you"

"Yeah me too Read but we got plenty of time to catch up…it's the first day of college"

"Actually Ben It's my eight hundredth and forty fifth day of College"

"Yeah well it's my first so you know what that means PAAAARRRTTTAAAAY, there's one at the frat house" said Ben dragging Reed along with him despite his protests.

"BEN WAIT!" yelled Reed but his cries went unheard.

* * *

**Frat House 2:45 a.m.**

The loud music boomed throughout the house, but the rowdy and drunk college students didn't care, they continued to dance and drink and have a good time. In one of the corners in the house sitting in a blue chair, Ben was in a fierce lip lock with a cute brunette.

"Wow….cute and a good kisser" said the girl breaking her kiss with Ben.

"You're not so bad yourself" replied Ben leaning in again and catching her lips. While Ben was kissing her he cracked an eye open and saw Reed passed out on the couch that was by the window.

'_Damn'_ thought Ben breaking the kiss

"What's wrong Ben" asked the girl

"Damn it…listen as much as I want to continue this…that's my best friend over there and he doesn't party much and I think he's had one too many" said Ben pointing at Reed.

"I'm sure he'll be fine Ben" she replied trying to kiss him again.

"No…I better get em outta here before he wakes up without his clothes or sumethin" said Ben as he reluctantly let go of the girl. But as he got up she grabbed his hand and wrote her number in his hand.

"Call Me" she said as she disappeared into the crowd of partying students. Walking over to the drunk Reed Richards, Been took one of his arms and wrapped it around his neck and pulled Reed up and helped him out of the house.

"Heeeeeey….B-Ben…something….Innnnnn….theeee….punch" slurred the drunk Reed.

"Yeah I know buddy...I think you've learned your first lesson in partying...never drink the punch" replied Ben as he dragged Reed all the way back to their dorm.

* * *

**Year and a half later: ****Ben Grimm age: 20**

"Reed I gotta tell ya sumthin" started Ben but he was interrupted by a knock on their dorm room door.

"Hold on a second Ben" said Reed Getting up to answer the door.

"Yes"

"Are You Reed Richards" asked a Man in a military outfit

"Yes" replied Reed. The military man pushed his way into the dorm, but he saw that Reed wasn't alone.

"I need to talk to Reed Richards alone" said the man giving Ben his best hard glare, but Ben Grimm doesn't scare easy.

"Reed do you want me to leave" asked Ben standing up and returning the man's stare

"It's okay Ben I'll talk to you later" said Reed

"Alright" replied Ben as he walked out of the room, while Reed closed the door behind him.

* * *

**Later that Night**

"Reed you sleep" asked Ben as he laid in his bed in their Dorm room.

"No" Reed quickly replied

"Good…..listen Reed I'm….I've enlisted in the Air Force I ship off next week" said Ben lying in his bed and looking at the ceiling.

"WHAT!" yelled Reed turning over and sitting up in his bed.

"Yeah….I-I did the college thing for a year and a half and I've decided it ain't for me Reed" said Ben as rolled over and sat up to face Reed.

"Ben you can't base a decision of this magnitude only after a year and a half of College"

"And why not"

"Because it's not logical"

"So you think it's stupid"

"You said that not me"

"Well that's what it sounded like you were saying"

"Why are you quitting Ben….if it's your grades why didn't you come to me I would not have hesitated to help you"

"I ain't my grades and I ain't quitin Reed I-I just figured out what I wanted to do with my life" replied Ben

"That's good Ben but you should at least finish school first…get a degree in something and then join"

"Thanks for the advice but I've already made up my mind and ya ain't gonna change it"

"I'm not trying to…I-I'm just trying to make sure you've considered all the angles" said Reed

"Reed I don't need angles all I need is my best friend's support"

"Ben of course I support you decision…..but I-It's just…..the survival rate statistically speaking….." but Reed was interrupted

"Reed will ya stop it with math and the statistics….ya base all your decisions on numbers or algorithms, sometimes egghead ya gotta take ya head out of the equation and go with ya gut, which is what I'm doing" said Ben

"…You always have gone with your gut"

"The way I was brought up"

"Well Ben if this is what you truly wish to do then you have my full support and I wish you the best of luck"

"Thanks"

"But you know I really don't want to go another 4years without talking to my best friend"

"Yeah that is a long time…..well how about this time we make a conscious effort to keep in touch"

"Agreed" responded Reed

"Hey I just thought of sumethin"

"What"

"Before you leave for that government thing and I leave for the Air Force you know we gotta get a lot of Partying in before then"

"I was afraid you'd say that" replied Reed with a grin. The two friends shared a laugh with each other before turning in and going to sleep.

* * *

**1 week Later**

A large bus pulled up in front of the entrance of a gate that had a sign on it that read: New York Air Force Training Base. A man in a military outfit stood in front of the gate looking at his watch.

"ALL RIGHT YOU MAGGOTS OFF OF THE DAMN BUS AND FORM FIVE ROWS OF SEVEN NOW!" yelled the man who was the drill sergeant. One after the other the young men and women got off the bus and into five rows of seven. The drill instructor looked at all the new recruits before he continued to yell.

"ALL RIGHT MAGGOTS MY NAME IS DRILL SEARGENT GROSMAR AND THE FIRST PERSON TO CRACK A JOKE GETS A FACE FULL OF SIZE 13 BOOT. NOW THE REASON YOU'RE HERE IS BECAUSE YOU THINK YOU HAVE WHAT IT TAKES TO BE IN THE AIR FORCE WELL MAGGOTS TAKE A LOOK TO YOUR LEFT AND TO YOUR RIGHT I PROMISE YOU IN TWO WEEKS TIME HALF OF YOU WILL QUIT….NOW WHEN I CALL YOUR NAME YOU ANSWER HERE DRILL SEARGENT GROSMAR" As the drill sergeant went down the names list, two recruits standing side by side struck up a small conversation.

"HERE DRILL SEARGENT GROSMAR" yelled the first recruit "man that's gonna take getting used to" he whispered to the young woman his age next to him

"HERE DRILL SEARGENT GROSMAR" she yelled "tell me about it" she whispered back.

"So where ya from girly" he whispered

"Richmond, Virginia originally, just moved to New York 1 year ago" she whispered "You"

"Yancy Street, lower east side" he replied. The two recruits were whispering but little did they know that the drill sergeant could hear them.

"WELL WELL IT LOOKS LIKE WE HAVE A LOVE CONNECTION" yelled the drill sergeant storming up to the two recruits. "BOTH OF YOU DROP AND GIVE ME 100 AND THE REST OF YOU MAGGOTS TO YOUR BARRACKS NOW!" yelled the drill sergeant.

"YES SIR DRILL SERGEANT GROSMAR" yelled the other recruits as they all scrambled out of the way and to the men and women barracks, leaving the two recruits alone with the drill instructor.

"Well it looks like I've found who the troublemakers are….I'm going to enjoy my time with the two of you" said the Drill instructor as he chuckled to himself while walking away.

"Oh yeah this is gonna be fun"

"Yeah Lots" she replied

"I'm Ben Grimm by the way" said Ben as he did his push ups

"I'm Sharon Carter" she replied doing her pushups as well

"Well Carter you're falling behind I'm already on 48" said Ben playfully

"Ha I'm on 53 Grimm" she replied rising to his challenge as she and Ben continued their friendly competition.

* * *

**Seven Years Later: ****Ben Grimm age: 27**

Flying high in the sky were two of the Air Force's top pilots and most expensive and sophisticated jets.

"Base this is Eagle 20 and 24 coming in for a landing after a successful mission" said Ben through his communications system in the jet.

"Base to Eagle 20 and 24 you are clear for landing report to the Captain's Office for debriefing" replied the base commander.

"Roger that Base we are coming in over and out" replied Ben as he and the other jet started to take their aircrafts in for a landing on the runway.

* * *

**Captain's Office**

"These are the two that you're giving me" asked a gruff voice in the Captain's office.

"Well you asked for the best and those two are the best and I'm a little pissed you're taking them away" replied the Captain.

"Hey the world is becoming more and more dangerous everyday and I need the best If I'm gonna keep the peace"

"Yes the great and Powerful Nick Fury Peace keeper" said the Captain

"I see your sense of humor hasn't left" said Colonel Fury as he watched the jets land

"WHOOOOOOOO HOOO that's what I'm talking about they never stood a chance against us" said Ben as he and Sharon were walking towards the Captain's office, after successfully completing their mission.

"You know what this calls for: a celebration…Mikey's Bar" said Sharon

"Is that a challenge I hear in your voice Carter" replied Ben playfully

"Damn right Grimm"

"Anytime girlie….but I only have one question….are you gonna bring what's his face along"

"Wow Ben I never pegged you for the jealous type"

"I ain't Jealous…..it's just that guy pisses me off especially his mouth"

"He does have a way with people"

"What was his name again Jade…or Fade"

"It's Wade…..Wade Wilson…. Ben"

"Right thanks"

"And no he's not coming; he's on some type of secret mission and probably won't be back"

"GRIMM! CARTER! GET YOUR ASSES IN HERE NOW!" yelled the Captain's voice from the intercom system.

"Sound's like he's in a bad mood" said Sharon as she began to run

"When is he not in a bad mood" replied Ben as he was running with her

* * *

**Captain's Office**

"You wanted to see us Captain" said Sharon as she and Ben stood before the Captain who was sitting at his desk.

"Yes I did, first things first, excellent work on the mission, because of your action the U.S. Air Force now controls that particular area of air space"

"Thank you sir" they both replied in unison.

"Now onto why you're here….Both of you are Fired" said the Captain in a casual tone.

"Come again" replied Ben utterly confused.

"You're Fired Grimm, you to Carter…You're no longer working for the United States Air Force"

"Then who are we working for then" asked Sharon

"Me" came the gruff voice of Colonel Nick Fury as he deactivated his cloaking device revealing himself to Ben and Sharon.

"And who are you" asked Ben

"I'm you're new boss Colonel Nick Fury director of S.H.I.E.L.D" he said "The Strategic, Hazardous, Intervention, Espionage, Linguistic, Division" he continued while giving them a hard stare.

"Wha….."

"NO! don't talk only listen…For years S.H.I.E.L.D has been an International peace Keeping Task force….We handle everything from Terrorist organizations, splinter cells, sabotage, Intelligence gathering, and if need be assassinations but that's only when the peace is threatened. Recently we've been seeing major increases in certain terrorist organizations and as a result we've been increasing our ranks. S.H.I.E.L.D only has time for the best and I hear from the good Captain here you two are at the top of the class, the absolute best"

"Well he is right about that Colonel Fury….we are the best" said Ben

"Good, now because of the abruptness of this recruiting process, I'm giving the both of you a week and a half off for some R and R and to get all of your affairs in order because the life expectancy of a S.H.I.E.L.D agent isn't very long but you do get one helluva thrill ride. After you get your tings a helicopter will be waiting to take you both back to New York and after said time is up I'll be back to retrieve the both of you is that understood"

"Yes Sir!" they replied in unison

"Good see the both of you soon" said Fury before he activated his cloaking device again and disappeared from sight.

"You're both dismissed…..and good luck you're gonna need it" said the Captain giving Ben and Sharon some last piece of advice.

* * *

**House of Ben Grimm 9:00pm Friday**

A yellow cab pulled up to a modest house on Yancy Street. Opening the cab door Ben Grimm stepped out and paid the driver. Walking up the steps Ben knocked on the door and waited. The door to the house started to open and in the doorway stood a man in his early 50's

"BENNY!" yelled Ben's Dad as he opened the door and let his son inside.

"Hey Pop" replied Ben as he gave his Dad a hug

* * *

**Few Hours Later**

"Ma….You haven't lost you touch" said Ben while burping

"And I see you still have you Father's manner's" his mother replied

"Hey I have perfect Manner's" his Dad replied while laughing

"Now Benny you're room is just like you left…I had to fight your Dad into not turning it into a weight room"

"Thanks Ma" said Ben getting up from the table and going upstairs to his room. Flopping onto his bed Ben let out a long sigh.

"It's good to be home…..speaking of home"

Sitting up, Ben searched for his cell phone. Finding it he pressed a set of numbers that he knew by heart and waited for him to pick up.

"Come on Reed Pick up"

"Hello Reed Richards Speaking"

"Reed its Ben"

"Hey Ben"

"Hey guess what"

"What"

"I'm Home for the next week and a half…..we gotta go out Egghead and do sumethin"

"Sorry Ben I can't I'm in the middle of a scientific breakthrough of epic proportions…..but I do want to spend some time with my best friend so I tell you what why don't you come to see me"

"I thought us Normal folk weren't allowed at genius headquarters"

"Kinda but I can pull some strings"

"Alright when"

"Wednesday we are having a type of grand opening, it's a presentation dealing with dimensions…all types of science powerhouses are going to be there…plus I believe we have some civilians coming in to see it as well so it should be easy to slip you in, but the question is can you find something to occupy your time until then"

"Hey Reed this is me we're talking about I'll find sumthin"

"Alright see you Ben"

"See ya Egghead" said Ben hanging up the phone and laying back down on his bed.

* * *

**Next Day: Saturday**

"LOOK OUT!" yelled Ben as he saw a convertible come racing down the street and crash into a pole. Three guys jumped out of the convertible and started running, but then a guy in a blue and red outfit and a spider symbol on his back swooped down and took out two of the three guys.

'_That must be Spider-man I heard Ma and Pop talking about'_ thought Ben '_Oh no he_ _missed one'_

Ben saw the that the guy who was driving was running towards him, standing his ground Ben cocked his fist back and punched the guy in the face sending him to the ground in a heap

"TAKE THAT YA BUM!" he yelled. Looking up he saw the spider guy looking at him.

"Thanks" said Spider-man

"No problem Web head" responded Ben as he saw Spider-man web up the guys and swing away. Continuing on his way with exploring New York and trying to find something to do he heard someone yell as he rounded a corner. Looking up he saw a woman in what looked like a net made of webbing.

"SOMEONE GET ME DOWN" she yelled

"JEEZ LADY WHAT ARE YOU DOING UP THERE" said Ben looking up

* * *

**Monday 11:45pm: Debbie Green's Apartment**

In Debbie's apartment she and Ben were lying in bed together.

"So we are not moving too fast" asked Debbie looking up at Ben while she was laying on his chest.

"Maybe a little fast…but I don't care…..do you"

"No but Ben…..it's just that it's been like what two days and I've never felt this way about someone before….not even my ex-fiancé Brad"

"I know what ya mean Debs….but my philosophy in life and from my time in the Air Force is that sometimes you have to take your mind out of the situation and follow your instincts and every part of me is saying that this is right" said Ben reassuringly.

"It feels right to me too Ben"

"Well then babe everything is gonna be fine" said Ben giving her his best smile. She smile back at him while moving up to kiss him, on the lips

* * *

**Wednesday 10:00 am: Baxter Building**

Ben was walking down the sidewalk on his way to the Baxter building. Stopping in front of the building he looked up the building and then his phone rang. Taking out his phone and looked at the Id and saw that it was Debbie calling him.

"Yeah Debs…..I'll be there….No don't worry I'm sure your parents will love me…yeah I won't be gone long…I'm going to see my best friend….No I said my best friend…Reed Richards…..yeah the super genius….I love you too…talk to ya later Debs….goodbye" Ben hung up his phone and went to the building's entrance

'_I don't know what ya got cooking up in here Egghead…but it must be sumthin Fantastic'_ thought Ben as he walked into the building and into his destiny.

* * *

**End Chapter: Read and Review Well another origin down two more to go and then we get into one of my favorite chapters that I had a fun time writing, but in the meantime I hope you guys are enjoying these back stories….so until next time…**

**Next up: Prelude to the Fantastic part 3: Susan and Johnny Storm **


	10. Interlude: Susan and Johnny Storm

**Disclaimer: I DO NOT in any form or fashion OWN any of these characters ALL CREDIT goes to MARVEL AND STAN LEE, I am in NO way making any MONEY off of this story, so I ask please DO NOT SUE….I have NO MONEY…..I ask again PLEASE DO NOT SUE…..now on with the story…..**

**New chapter is up: Read. Review. And Most importantly ENJOY**

* * *

**Interlude: Prelude to the Fantastic part 3: Susan and Johnny Storm**

**The Past: Baxter Building: ****Susan Storm: 14yrs; ****Johnny Storm: 8yrs**

"YOU'RE DOING WHAT DADDY!" asked/ yelled Susan Storm.

"I said we are turning the Baxter Building into a central hub for the intellectually gifted Susan" replied her father Dr. Franklin Storm.

"Which means what Dad" asked Johnny while he was playing his video game.

"It means Johnny that things are gonna get crowded in here" said Susan in a slightly angry tone.

"I thought you would be happy Susan you'll be around other intelligent people other than me, people who share your gift in the field of Biology" said her Dad

"I liked it when it was just you and me having the intelligent conversations" she replied

"What about me" asked Johnny still playing his game.

"I said intelligent conversations not ones about the latest celebrity break up" replied Susan

"Be nice Susan….listen ever since you mother left the government has been pressuring me to churn out more results and I keep telling them that I can't do it by myself, so they wanted to scrap the project, but then I came up the idea to invite more gifted minds to the project and they ate it up, but don't worry it's not just for adults it's for people of all ages that are naturally gifted in math and science, so I'm sure you'll meet people your own age" said Dr. Storm

"If you say so daddy"

"I promise Susan it will be Fun" he said

"For her maybe…..but not for me…I'm gonna be stuck in a building full of geeks….yay" said Johnny sarcastically.

"Do you want to know what would really be fun Johnny" asked his Dad

"What"

"If you went and cleaned you room"

"AWWW DAD you said these guys won't be here for another 3 weeks"

"Which gives you just enough time to make your room spotless….now go" said Dr. Storm.

"Man…this sucks" said Johnny as he stood and walked to his room.

"Susan please just give this thing a chance…..do it for me"

"Alright Dad…..I'll give it a try"

"That's all that I ask dear" he said while giving her a kiss on her forehead, and going to the main lab of the Baxter Building.

* * *

**Three Weeks Later**

Three weeks flew by and soon the Baxter building went from three occupants to at least 50 or more people, all with an affinity for science.

Susan and Johnny had just finished listening to their father give everyone the introduction speech and now everyone in the lab was mingling and talking with each other.

"You know I don't need a babysitter" said Johnny

"Yes you do, you know we can't leave you alone…you always end up in trouble" replied Susan, while she and Johnny were walking through the crowd.

"That is not true Sue" said Johnny

"Yeah it is" she replied stopping to face him.

"Is not"

"Is too"

"Is not"

"Is…." Started Susan before she was interrupted. While she and Johnny started to argue a boy Susan's age came up to her, which halted her argument with her brother.

"Hello m-my n-name is Michael" stuttered the boy holding his hand out to Susan.

"Hi…my name's Susan Storm and this is my brother Johnny" replied Susan shaking the nervous boy's hand.

"Sup" said Johnny

"I-I was going around trying to find people my age, and so far I believe you are the 5th person I've met that's in our age bracket" said Michael.

"I'm sure you'll find more Michael"

"I'm not sure I want to meet anyone else after meeting you" said Michael looking at Susan and blushing "but I'll try to see if I can find anyone else….it's was nice meeting you Susan" he said before rushing off and disappearing into the crowd.

"Well that wasn't awkward" said Johnny sarcastically

"Tell me about it"

"Man that guy had a major crush" said a voice from behind Johnny and Susan

"Obviously I mean I'm only 8 and I can tell….I mean a blind man could tell" said Johnny, but when he and Susan turned around they were faced to face with a blind girl. She was the same height and age as Susan, but the girl had brown skin, thick shades to cover her eyes and a blue and white cane.

"OH my Gosh I'm so sorry so for my brother…..he's an idiot he tends to talk without thinking" said Susan quickly.

"It's okay I'm blind not made of glass" she replied

"I'm Susan Storm and this is my little brother Johnny Storm"

"Nice to meet you…I'm Alicia Masters; my Father Phillip Masters is a chemical scientist here"

"That's cool our Dad is Dr. Franklin Storm who is a little of everything" said Susan

"That's why he's the chief" Johnny interjected quickly

"So what did you admirer look like" asked Alicia

"You know average looking nothing….extra…" said Susan as she started to trail off on her sentence, the reason is because across the room Susan caught her first glimpse of 20year old Reed Richards.

"Uh…Susan are you okay" asked Alicia

"…..."

"hmmm what did you say" said Susan turning back to Alicia

"I said are you okay?"

"Yeah why"

"Because you zoned out for a minute"

"No I didn't" she replied quickly

"Yeah you did sis…..you spaced out when you looked at that geek over there…OW!" yelled Johnny as his sister smacked him on the head.

"It's not nice to call people names Johnny" she said

"So Susan describe him to me" said Alicia curiously

"Tall….boyish good looks…..brown hair…..a knowledgeable air around him, medium build, mature"

"Ah….the older guy"

"Not by much….maybe a few years 5yrs give or take"

"Not too bad"

"Not bad at all…..wait a minute did we just become friends….because this seems like stuff friends talk about"

"Do you want to be friends"

"Yeah….I think I do"

"Well then we're friends"

"Cool"

"And as my first duty as your friend is to tell you that your Brother Johnny is gone"

'WHAT!" yelled Susan looking around and sure enough her brother had vanished from her side.

'_DAMN IT JOHNNY'_ thought Susan as she tried to look for him. After a few minutes she gave up and went to find her father.

"Daddy!" she yelled as she went over to her Father who just happened to be talking to Reed Richards.

* * *

**5 years later: ****Susan: 19; ****Johnny: 13** **Reed: 25; ****Victor Von Doom: 25**

"WATCH OUT!" yelled Johnny Storm as he rode his skateboard down the long Hallway of the Baxter Building. The people who were walking in the hall had to dodge out of his way.

"MR. STORM….WATCH IT BRAT…NO SKATEBOARDING" yelled several people who were almost knocked down as he continued to ride his skateboard. Making a sharp turn around the corner Johnny skated head first into his sister, which made her fall and drop her soda, and papers that she was carrying and him crash not too far away.

"DAMN IT JOHNNY!" Susan yelled as she tried to wipe the drink off the papers.

"HEY! It's not my fault you weren't looking where you were going" said Johnny quickly getting up and taking off down the hallway in fear of his sister's wrath.

"YOU BETTER RUN!...jackass" said Susan trying to gather her papers.

"Susan" said a voice

"YEAH WHAT...OH Reed Hello" replied Susan looking up to see Reed bending down to help her pick up her things.

"Let me help"

"Thanks Reed"

"No problem at all…so…uh when did you get back from your trip" asked Reed referring to Sue's month long biology research trip.

"A few hours ago, I was on my way to my lab to analyze my data when my bonehead brother greeted me in his usual way"

"Yeah….Johnny is a bit high strung" said Reed as he and Sue shared a small laugh.

"Ummm….Sue listen I…uh…I was wondering

'_FINALLY…..he's gonna ask me out'_ thought Sue

"I was wondering if…..if.. I could help you with your research….uh. it seems very interesting"

'_WHAT THE HELL'_ thought Sue angrily.

"Um...What" she replied

"Your research….I'm intrigued by it….I read some of your findings" started Reed before being interrupted

"Dr. Richards you are needed in the main lab" said a scientist

"oh….um I'm sorry Sue can you excuse me for a moment' said Reed, making his way to the main lab.

'_DAMN IT_' she thought as she watched Reed walk away. Shifting the items in her hands she angrily stormed off to her Bio lab.

* * *

'_IDIOT…..Why didn't you ask her out….STUPID'_ thought Reed chastising himself while he walked to the main lab.

* * *

While she was storming down the hallway she was too busy being upset at Reed that she wasn't watching where she was going and she ran right into Victor Von Doom.

"Oh I'm sorry Victor….I wasn't paying attention"

"Nonsense Susan, no harm done, but why the long face my dear" said Victor putting on his most charming smile.

"It's nothing…..nothing that would interest you Victor"

"On the contrary my Dear anything that involves you would interest me, tell you what Susan I'll take time out of my very busy schedule to listen to your problems…say around 8 o'clock tonight we'll go out to dinner" said Victor

"Gee I would hate to interrupt your schedule Victor" she replied sarcastically.

"Nonsense I can afford the distraction they will be fine without my genius for a few hours…I'll see you at 8 my dear" said Victor walking away and leaving Susan standing there wondering what happened, one minute she was angry and wanted to punch something, now she had a date with Victor Von Doom of all people.

'_Great a date with Victor….yay'_ she thought while walking to her Bio Lab

* * *

**8pm Fazoso's Italian Restaurant**

"Wow Victor…this place looks expensive" said Sue looking around the restaurant.

"But of course dear you are Dinning with Victor Von Doom; I accept nothing less than the best. Now Susan what seems to be troubling you" said Victor taking a sip of his wine.

"Victor its nothing really"

"Susan please do not insult my vast intellect"

'_He is quite full of himself'_ thought Susan looking at him,

"You really want to know fine…. I have these strong feeling for a certain person and….." she started

"Say no more Susan I feel the same way as you…I admit it may have taken awhile for me to woo you, but as we spend our life together you will realize that I do things on my time and no one else's" said Victor putting his glass of wine down on the table and looking at Susan intensely.

"Wait…What…What are you talking about Victor" asked Susan

"Why the same thing you are talking about your undying love for me"

"Victor I do not love you"

"What…..outrageous…you just said…

"What I said was I have strong feelings for a certain person and that person is not you Victor"

"THEN WHO…WHO CAN YOU DEEM MORE WORHTY OF YOUR AFFECTIONS THAN VICTOR VON DOOM!" he yelled angrily

"Victor calm down….."

"DO NOT TELL ME WHAT TO DO I DEMAND TO KNOW WHO!"

"Fine you want to know it's Reed"

'RICHARDS….Y-You LIKE THAT BUFFOON RICHARDS!" yelled Victor standing up and spilling his wine and making his chair fall over.

"Victor you're making a scene"

"I DO NOT CARE ABOUT WHAT THESE NEADERTALS THINKS….THEY WILL ALL BOW BEFORE THE GREAT VICTOR VON DOOM ONE DAY!"

"Excuse me but I am the manager and I'm gonna have to ask the both of you to leave" said the manager of the restaurant

"GET AWAY FROM ME YOU IMBECILE!"

"No I'll leave…I'm sorry for the scene….enjoy your meal Victor" said Susan standing up and leaving the table and the restaurant.

"SUSAN! SUSAN! DON"T WALK AWAY FROM ME!" yelled Victor as he stood in the restaurant.

* * *

**2 hour later**

After a very long walk Susan Storm found herself back at her home the Baxter Building.

'_Ugh…Today has been a disaster'_ thought Sue walking through the door and through the lobby to the elevator and pressed the up button.

"How can this day get any worse" she said to herself while waiting for the doors to open. The doors opened and standing in the elevator was the person she wanted to see, but didn't want to see at the same time.

"Oh…hey Sue" said Reed

"Hi Reed" she said curtly stepping onto the elevator.

"I was actually on my way to see you…to talk to you about something"

"If this is about my research then my answer is no…I prefer to work with my own team" said Susan while pressing a button.

"No…No it's not about that…I-I actually never meant to say that in the first place"

"Oh" she replied turning to face him.

"W-What I've meant to say w-was that Susan... you're the most beautiful woman I've ever seen a-and would it be okay if I kissed you" said Reed looking Sue in the eyes.

"Really"

"With every fiber of my being Sue,…..I know I've been slow in approaching you but that's because every time I see you my heart beats so fast It's the only thing I can hear and my words get caught in my throat and…and…and"

"Reed Shhhhh I get it…..the same thing happens to me whenever I see you" she replied stepping closer. Reed and Susan began to lean closer and closer until their lips met in a long and overdue kiss.

DING! Went the elevator as the doors opened, but the new couple didn't notice who was watching them until it was too late.

"OOOOOOOO SUSAN'S GOT A BOYFRIEND, SUSAN'S GOT A BOYFRIEND…..WAIT TILL DAD HEARS ABOUT THIS" yelled Johnny at the top of his lungs as he took off down the hall on his skateboard, in the direction of their Dad's room. Breaking apart Reed and Sue saw Johnny skateboarding down the hall.

"JOHNNY GET BACK HERE!" yelled Sue grabbing Reed and running down the Hall after her brother.

* * *

**2years Later: ****Susan Storm 21; ****Johnny Storm 15; ****Reed Richards 27; ****Victor 27**

"Dad I gotta get out of here…IT'S BORING" said Johnny to his Dad, Dr. Franklin Storm who was sitting at his desk in his office.

"I agree with you Johnny" he replied looking at his son

"Wait….What….I was expecting an argument"

"Well Sorry to disappoint you Son….but I do agree with you, I was waiting until you turned 15 to see if you truly had any interest in the 'family business' but I think you've made it abundantly clear that you don't so I've enrolled you into school at Midtown High, you'll be around kids who I think you'll find to be more of your pace"

"Thanks Dad…I think…when do I start" replied Johnny

"Next Week…the reason you couldn't start this week is because I want you there with me tomorrow as we unveil my life's work" said Dr. Storm

"Congrats Dad on the life's work thing…I'm happy for ya"

"Thanks son, but the thanks goes to Reed and Victor without the two of them this project would've been scraped years ago, which reminds me do me a favor and go get Reed and Victor I want to go over some last minute figures" said Dr. Storm getting up from his chair and heading to the main lab.

"Sure thing Dad" said Johnny as he headed to Reed's room first.

* * *

Johnny was walking to Reed's door when he heard giggling coming from the inside. Johnny then knocked on the door.

"UH Reed….My dad needs you and Victor to go over some last minute stuff"

"T-Tell him I'll be there in a m-minute…..make that 20" replied Reed

"Okay" said Johnny pretending to walk away, creeping up to the door he placed his ear on it

"okay he's gone" said Reed

Johnny then opened the door to see Reed and his sister in bed together

"OH I KNEW IT!" yelled Johnny before he ran away laughing.

"JOHNNY!" yelled Sue and Reed at the same time.

* * *

Johnny was still laughing as he approached Victor's door, but again he heard a voices coming from inside the room. Silently approaching the door he put his ear to the door and listened.

"Von Doom this plan of yours better work" said a voice

"It will work because I Victor Von Doom came up with the plan you large headed Neanderthal" Victor replied

"Watch Who…"The voice started

"NO YOU WATCH…wait….we're not alone" said Victor quickly

Johnny stumbled forward slightly as Victor's door quickly swung open. Johnny looked up into the eyes of a very pissed off Victor Von Doom.

"What do you want Storm" Victor said in a low menacing voice

"U-hh…m-my Dad wanted you and Reed t-to go over some last minu…" he started

"Fine" Victor growled slamming his door shut and brushing past Johnny and heading to the main lab.

"That guy gives me the creeps" said Johnny to himself "Well I'll only have to put up with him for one more week because I start school next week…..wait….Damn it….I start school next week" he continued as he realized that while he didn't have much to do at the Baxter building he didn't have to do as much school work as a regular teen because his dad was always busy, but now he will be getting the full school experience.

"Fantastic" said Johnny as he made his way to his room.

* * *

**End Chapter interlude:Read and Review. Hey peopleAnother back story down and one more is coming, and after that we get back into some more spidey action. I hope that these origin stories are interesting and fulfilling, because they are necessary. If I didn't put in these interludes in the later chapters might be confusing and I don't want that, but like I said One more left and honestly in my opinion it's the best because what are the Fantastic Four without their greatest villain, so until then...**

**Ps: In case anyone was wondering exactly how long volume 2 is going to be, the answer is: I don't know...yet, but what I do know is that from what i have written right now I know that it's gonna be longer than 50 chapters, the reason being is that I want a certain amount of things to happen in volume 2 before I can move on to Volume 3, but I promise that more action is coming, more shocking devolopments and completely original ideas are on the horizon just stick with me, Nomad88 sigining out...**

**Next up: Prelude to the Fantastic part 4: Victor Von Doom **


	11. Interlude: Victor Von Doom

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACETERS, all CREDIT GOES TO MARVEL AND STAN LEE, I am NOT making ANY MONEY off of this story, no money is being exchanged so I ask PLEASE DO NOT SUE…I ask again please DO NOT SUE…. I have no money, none whatsoever I promise you…now on with the story.**

**New Chapter Up, one of my favorite villains of all time, remember to Read. Enjoy. And Review. **

* * *

**Chapter Interlude: Prelude to the Fantastic part 4: Victor Von Doom**

**Latveria: Castle Von Doom; ****Victor Von Doom Age: 8**

In the throne room of the large and old Castle sat two figures in the center of the room surrounded by candles. The first figure was a very beautiful woman with long dark hair and a serious face, the other was a small boy with the same dark hair as the woman. The boy was reading from a book that almost too big for him. The book itself was old, very old, it's pages were slightly worn but the words inside them were still clearly readable; the name of this book was in an old Latverian text that most couldn't pronounce, but it roughly translated into: **Darkness shall rise**. As the young boy read from the book the woman closed her eyes and listened as he read, but then the boy mispronounced a few of the words and the woman's eyes snapped open and she lifted her hand.

SLAP! SLAP!

"AGAIN VICTOR AGAIN….FAILURE IS NOT AN OPTION!" yelled Victor's mother after slapping him.

"Lew...La...Meja..."Started Victor before his mother slapped him across his face again.

"NO Victor its Lew La Metaja" she corrected. Growing angry at the way his mother kept correcting him, Victor stood up from his position and threw the book he was reading across the cold stone floor of the castle.

"Why must I learn this nonsense anyway Mother….Its too hard" said the young Victor Von Doom.

"Victor don't ever let me hear you say that again…you are a Von Doom nothing is too hard for you" she said while standing up. Going over to where the book lay she grabbed it, brought it back to her son.

"Victor listen to me carefully…..The dark arts are the tools that you will use to bring your enemies to their knees. The Dark Arts have been apart of our line for generations and its only natural that you follow in the footsteps of those before you"

**SLAM!** Went the doors to the throne room, a young girl came running into the room and kneeled before Victor's mother.

"Mistress…Mistress" said the girl slightly out of breathe

"Yalina calm yourself…What Is the problem"

"Mistress….the Apprentice is here" said the girl in a frightening voice.

"To your position, I shall deal with this troublesome boy myself" said Victor's mother with confidence.

"Yes Mistress" she replied standing and rushing out of the room.

"Mother should I hide" asked Victor holding the large book that he had been reading from.

"Of course not…go sit in my throne and watch how I use the Dark Arts to destroy my enemy" replied his mother.

The doors the throne room blew open, **BOOOOOOOOOOOM! **they went as they were blasted open. Standing in the doorway was a young man in his early twenties.

"So you're the apprentice that has the shadow realm whispering" said Victor's mother

"And you are the supposed Mistress Supreme of the Dark Arts" the apprentice replied

"That I am now whelp…who might you be so I can etch your name on my list of enemies that have fallen before my greatness"

"I am Stephen Strange, Apprentice to the Ancient One: The Sorcerer Supreme"

"You mean X- Sorcerer Supreme…since you know I killed him….though the old bastard did put up a good fight….but in the end he fell before my feet…just like you will"

"I highly doubt that….KALUM!" shouted Stephen Strange as mystical energy formed around his hands and it shot out at Victor's mother.

"HAHA…please boy is that the best you can do" she said raising her hand and a shield of Dark Magic formed and deflected the good magic.

"Your arrogance shall be your downfall witch" he said.

"My Arrogance…please….you are the one that dares to barge into my castle Alone and you dare to challenge me…Do you know how many good magic users I've killed…do you boy…..and all of them were far more powerful than you'll ever be…you should know this being the apprentice to that old fool"  
"First of all 'Mistress' The Ancient One was no fool and secondly I will defeat you because I have something that all those that fell before you didn't have" said Stephen pulling out a large circular disc that had a golden eye engraved inside.

"THE EYE OF AGAMOTTO!" exclaimed Victor's Mother with wide eyes "NO IT WAS DESTROYED"

"A clever misdirection Mistress…..SALUM ETA SULA" yelled Stephen, Suddenly the whole room started to fill up with copies of Stephen and each copy held the Eye in his hands, "KALUM!" they all shouted. A steady stream of good magic shot out and rocketed towards Victor's mother who only just barely managed to put up a shield of Dark magic, but the good magic was too strong especially with the Eye of Agamotto enhancing the magic. Victor's mother went flying back and she landed roughly on the ground right in front of Victor who was watching with wide eyes. Growling Victor's mother stood and said an incantation.

"Meja Toh Enseta" she said, her hands started to glow a dark blue color and suddenly sharp purple disc flew from her hands and they destroyed the copies of Stephen. Stephen shield himself from the attack and was about to say another spell, but Victor's mother was faster.

"BINDS OF TORMENT" she yelled and thick Binds of Dark Magic wrapped around Stephen and started to squeeze him.

"ARGHHHHH!" Stephen yelled as he struggled with the dark magic.

"Come to me Victor NOW!" said Victor's mother who was out of breath, she hadn't anticipated that her foe would have a powerful artifact such as the Eye of Agamotto. Listening to his mother Victor got out of the chair and ran to her.

"Are you alright mother"

"Come NOW!" she responded, grabbing him and pulling him down a long dark corridor in the castle.

* * *

Pushing open a door Victor's mother entered with Victor by her side. The room was bare except for an extremely large mirror. Walking to the mirror Victor's mother pulled out a knife and slightly cut her hand, and then grabbed Victor's hand and slightly cut his palm.

"Ouch Mother" said Victor.

"Victor what have I told you….You are a Von Doom, and Von Doom's do not feel pain" she said. Taking Victor's Hand and her hand she placed them on the mirror and said a spell.

"Blood of Son, Blood of Mother, Find the Blood of the one I call Brother". The mirror glowed a deep emerald green for a second before changing to white.

"In you go Victor"

"NO! I want to stay with you" replied Victor. Victor's Mother kneeled down to her son and stared into his eyes.

"You can't Victor I can't concentrate with you here…..Once I deal with this minor annoyance I will come fetch you…but Victor if I don't come to get you after two days….it means that I'm dead and if that happens I want you to give your book to the person that's going to be looking after you…do you understand" she said staring into her son's eyes intently.

"Mother I'm scared" he said, but as the words left his mouth his mother slapped him across the face three times.

"What have I told you….You are a Von Doom, we don't get scared, we don't feel pain, and we don't feel remorse, we spread these things Victor; now give me your book" she said. Taking Victor's book she closed her eyes and said a quick spell, that made the book glow purple and then she gave it back.

"When you reach your destination he will be waiting for you remember give him this book Victor…..and it's imperative that you give him this book" she said. Kissing him on the forehead, she shoved him into the white light, just as the door to the room burst open and Stephen Strange entered with his hands glowing with good magic. Taking the knife she slammed it against the mirror shattering it, and she turned to face her enemy.

"Von Doom your time has come" said Stephen.

"Not likely Strange" she replied raise her hands and letting the Dark Magic glow around her.

* * *

**Somewhere**

Landing roughly on the ground Victor looked up at his surroundings. He was in a forest where there was nothing but thick green trees all around. Rising to his feet he looked all around for the person that was supposed to be there but he didn't see anyone.

"HELLO!" he yelled taking a few steps forward.

"HELLO!" he yelled again, but this time he heard rustling from the bushes behind him.

"SHOW YOURSELF" demanded Victor trying his best to be brave even though he was scared. Walking form out of the trees was person about 6'2 in a yellow hazmat suit that made his way over to the young Victor.

"Lew La METAJA!" yelled Victor thrusting out his left hand and a stream of Dark magic shot out at the person. But the man in the suit simply raised his hand and deflected the magic easily. The man stopped once he was standing in front of Victor. The man removed his helmet to reveal black hair, black eyes, tan skin, and a handsome face, and Victor could make out a slight resemblance between the man and his mother.

"Hello…you must be Victor"

"I am"

"Well Victor I'm Vernon Von Doom, your mother's brother….I'm your Uncle" said Vernon.

"M-My Uncle" repeated Victor

"That's Right….My God you look just like your father too bad they chopped his head off…..Man I miss Latveria…..oh well come Victor we must go" said Vernon turning around and walking in the direction he came from.

"Wait my mother told me to give you this book" said Victor running after his Uncle. Vernon looked at the book and his eyes widened in recognition.

"KEEP THAT BOOK AWAY FROM ME!" yelled Vernon stopping and back away from Victor and the book.

"Why my mother said it was important….she said you would know what to do"

"I know what to do and I know what she wants"

"What does she want" asked Victor

"She wants…uh…she wants me to teach you" said Vernon

"Sorcery" replied Victor

"Hahaha….yes sorcery, but not the same kind of sorcery you're used to Victor"

"What kind is it"

"This type of sorcery is called Science and science is what's going to rule the world and you Victor being a Von Doom shall be at the forefront paving the way, this is my promise to you…..Now come I am late for my meeting with the A.I.M. directors" said Vernon as he resumed walking.

"A.I.M." repeated Victor following behind Vernon

"Advanced Idea Mechanics, a secret organization tasked with saving the world through science Victor….now come I will explain everything once we reach the base" said Vernon walking through the forest with the very young Victor Von Doom following behind him.

* * *

**7 years Later, ****Victor Von Doom age: 15yrs old**

"Uncle these calculations of yours are sloppy and inconclusive….your slipping" came the irritated voice of 15 year old Victor Von Doom. For the past seven years he had been living with his Uncle at an A.I.M. base in the center of the forest where his mother had sent him. In those seven years Vernon Von Doom had been teaching him everything he knew in the field of science and math and to his mild surprise Victor had excelled way beyond his expectations, nothing seemed hard for Victor, not physics, chemistry, quantum mechanics, astrology, geography, geology, nothing was hard for him, and that simple fact made Vernon Von Doom swell with pride knowing that his nephew was living up to the Von Doom name. Though as the years went by Vernon noticed that Victor had inherited the Von Doom curse that usually brought down all Von Doom's in the past, arrogance and over confidence.

"The boy is right Vernon" came the reply of the other scientist in the lab with Victor and Vernon. The man was about 5'7, brown hair, and average build, nothing exciting, his name was George Tarleton a self titled Super Genius.

"I see the both of you are still in a rush when will the two of you learn that patience is key…..there is a reason why those calculations are like that…..I'm redoing the whole formula" said Vernon calmly.

"WHAT!" yelled George at the top of his lungs, "The formula has taken us three years already the A.I.M. directors will be here in the morning there have already been talks of scratching this whole thing"

"I know" replied Vernon

"You Know… Dammit Von Doom this is my chance to Join the A.I.M. inner circle if I can give them a working formula….I been striving for this moments for years"

"I care not for you struggles Tarleton…we shall do things my way because without my knowledge this damn project would not have gone past stage one" said Vernon.

"WHY THE HELL ARE YOU STARTING FROM STRACTCH VON DOOM!" yelled George

"Simple you ignorant pest the way the formula works now it will cause massive expansion of the cranium and the brain, but in the process it will destroy the host body and kill the individual"

"Since when do you care about the host Vernon?"

"I don't but I'm certain the director's want a live specimen"

"BAH! Your being dramatic Vernon"

"I agree Uncle…even though I detest agreeing with those below my intelligence level" said Victor

"You know I'm starting to get real tired of working with the both of you…especially you…you're just a kid"

"Despite my outward appearance Tarleton I am in every way superior to you" said Victor

"Why You arrogant BRAT!"

"ENOUGH! The both of you…..George I don't give a damn what you think I'm doing it my so if you don't like it there's the door"

"They are going to kill all of us if we do not give them something" said George desperately.

"Let me worry about that George" replied Vernon still in his calm voice. George gave Vernon and Victor a snarl and then turned around and stormed off.

"Hmph….such dramatics" said Victor watching as George Stormed off and out of the their lab.

"Victor….shut up" said Vernon turning to his nephew and punching him hard in the face. Victor fell to the ground and look up at his Uncle with fire in his eyes only to see his Uncle staring back with the same look.

"YOU DARE STRIKE ME" yelled Victor.

"YOU DARE TO QUESTION ME!" Vernon countered.

"Of course…When I know you are wrong" said Victor getting up

"I AM VERNON VON DOOM….I'm never wrong boy…..remember that next time you dare to question my judgement"

"You forget Uncle I am a VON DOOM AS WELL" growled Victor

"Not yet boy….you carry the name but you don't know the true meaning of being a Von Doom but I promise you that you'll know when the moment comes…..Now get out of my face" said Vernon. Looking at his Uncle, Victor reluctantly walked away, and towards the direction of his room.

* * *

Barging into his room Victor slammed his door with all his strength and then proceeded to trash his room. Victor in his anger destroyed mirrors, shelves; he took his desk and overturned it.

Several minutes later a tired Victor Von Doom sat down in the middle of his room. Victor's anger stemmed from the fact that his Uncle had the nerve to strike him like he was some common child.

'_Uncle Vernon shall pay dearly for this'_ thought Victor, but his thoughts were interrupted by a strange purple glow coming from under his bed. Reaching under his bed Victor retrieved the object which turned out to be the book his mother gave him seven years ago.

"Mother…..I had almost forgotten" said Victor as he allowed a small smile to cross his lips, while he reminisced about his time with his mother. Unlocking the small lock on the book Victor opened the book, only for the purple light to intensify and a purple mist seep out the book and fill the room. The purple mist started to form into the shape of a woman that Victor immediately recognized.

"Mother"

"Hello My son"

"I-I thought you were dead"

"I am dead"

"Then how"

"Victor I am a master of the Dark Arts nothing is impossible…but I am confused as to why I'm not flesh and blood by now…did you not do what I asked you and give the book to my brother"

"I tried but he refused to take it he said magic was a waste of time and the only sorcery that mattered was science" said Victor

"AND YOU BELIEVED HIM!" she yelled "Victor words can not describe how disappointed I am in you"

"I'm sorry mother" said Victor but as the words left his mouth his mother slapped him across the face.

"DON"T APOLOGIZE YOU ARE A VON DOOM WE DON"T APOLOGIZE TO ANYONE!" she yelled.

"Well then mother what do you suggest we do about your current situation" asked Victor rubbing the spot where she slapped him.

"Simple my son" she replied with a smile on her face.

* * *

Knock! Knock!

"Enter" came the reply of Vernon Von Doom. Victor opened the door to his Uncle's room and saw that he was sitting at his desk reading.

"What do you want now Victor" asked his Uncle putting the book down. Reaching behind his back Victor pulled out a gun and aimed it at his Uncle.

"What is the meaning of this"

"SHUT UP!" snapped Victor as he cocked the gun. Victor then reached behind his back again and pulled out the book and then threw it on the ground in the center of the room.

"Touch the book Uncle" said Victor

"No"

BANG! Went the gun as he shot a round out

"AGH!" yelled Vernon cradling his ear

"I wasn't asking Uncle" said Victor cocking the gun again

"Y-y-you know why she want me to touch that book don't you"

"Yes….because you have the Von Doom blood flowing through you veins, her spirit will be able to take over you body, thus killing you and allowing her to live" said Victor in a matter of fact tone.

"And you're okay with that….think about this Victor who was it that taught you and gave you a purpose"

"I haven't forgotten Uncle but…."

"BUT WHAT….all you h-have to do is put down the gun and burn that damn book and we'll be free of my sister"

"Uncle if everything goes according to my plan I'll be rid of everyone by today's end"

"Why is that" asked Vernon looking into Victor's eyes

"Touch the book"

"I know what you're gonna do"

"I highly doubt that…the complexity of my plan can only be comprehended by me now Uncle enough stalling TOUCH THE DAMN BOOK!" Having no other choice Vernon Von Doom rose from his spot and went to the book. Kneeling down in front of the book he reached out with his left hand and touched the book and the reaction was instant. The book glowed a brilliant purple and then flipped open. Purple Mist seeped out again and the shape of Victor's mother formed, and faced her brother.

"Hello Vernon"

"Hello Valeria…..I wish I could say I was happy to see you but we both know that would be a lie"

"Oh brother you wound me because I'm so happy to see you"

"I'm quite sure you are sister" he said. The image of Victor's mother quickly exploded in purple mist and the mist surrounded Vernon and started to enter through his mouth, nose and eyes. Vernon's body fell on the ground and began to spasm until he suddenly stopped. Victor took a few steps forward.

"Mother"

"FINALLY VALERIA VON DOOM LIVES AGAIN!" she shouted levitating from the ground. Floating over to a mirror in the room she looked at her reflection and saw her brother staring back.

"Oh my this will not due at all…..NJA KWA ZETA" she said, and her appearance started to shift and change until it was a beautiful dark haired woman staring back.

"That's Better….Come Victor we have much work to do"

"Yes I do" said Victor BANG! BANG! BANG! Went Victor's gun and all of the bullets hit their mark, two in the chest and one in the throat. Victor's mother eyes widen in shock as she was hit, she fell to the ground with a thud and blood started gushing out in large quantities as she laid on the floor gasping for air. Victor casually walked over to his dying mother and knelt down.

"Well mother I would say I'm sorry but Von Doom's don't apologize right"

"cough…ack…."

"No don't speak just listen….I don't need you anymore, you and Uncle served your purposes but there can only be one Von Doom calling the shots and with the two of you alive it would never be me so the both of you had to be eliminated….and another thing Mother no one strikes Victor Von Doom and lives…oh and do try to stay dead this time Mother" said Victor standing up and aiming his gun at his mother's skull.

"N..ack"

"What was that"

"N..ow….you..re….a Von Doom" she struggled to say with her last breathe.

BANG! Went the gun as Victor pulled the trigger

"I know" he said

Barging into the room George looked around and saw Victor with a gun in his hand standing over a woman.

"Victor….what the hell is going on in here I heard a gun shot…..Where's Vernon and who the hell is that woman"

"She was my mother…but that's not what you should concern yourself with the only thing you need to worry about Tarleton is sleep" said Victor walking towards him

"The Hell…..AGH" yelled George as Victor hit him over the head with the gun and knocked him out cold.

* * *

"Ugh….Ow…my head" mumbled George as he slowly woke from his forced slumber.

"Why can't I move….and where are my clothes" said George struggling to move, but his hands, chest, feet and head were strapped down tightly.

"VERNON! VERNON!" yelled George beginning to panic

"He's Dead" came the calm and cold voice of Victor Von Doom as he stepped from out of the shadows.

"You killed him didn't you…..why"

"That is none of your concern" replied Victor as he walked around and checked the restraints on George.

"Release Me!"

"Why would I do that Tarleton"

"Because I said so you BRAT!"

'Tarleton you're in no position to make demands" said Victor.

Suddenly the lab doors burst open and four people entered.

"Right on schedule" said Victor with a smile

The four figures started to get closer and they all had on the yellow hazmat suits except for one, he stood out from the rest he wasn't very tall but he had an aura of evil around him that could be felt, but to someone like Victor he was just another person to manipulate. The man had a red hazmat suit instead of the yellow ones the others wore, and his face was not covered.

"SUPREME SCIENTIST THANK GOD YOU ARE HERE" shouted George

"That's Scientist Supreme Tarleton now what's going on here" came his calm reply.

"THIS PSYCHOPATH HERE KILLED VERNON AND NOW HE'S TRYING TO KILL ME!"

The three A.I.M. bodyguards escorting the Scientist Supreme immediately pulled their weapons and aimed them at Victor.

"Is this true boy"

"Far from it Scientist Supreme….Allow me to introduce myself I am Victor Von Doom nephew to the late Vernon Von Doom…. I arrived here seven years ago and I have been helping with the project since you assigned it to my Uncle, but recently my Uncle began to grow weary of his work and wanted to quit, so he blew his brains out"

"Why is Tarleton strapped down?"

"Because Mr. Tarleton has agreed to become the first test subject of the formula that you requested we create"

"THAT'S A LIE!" George yelled

"Regardless if it is or isn't you Scientist Supreme need a test subject and Tarleton is already strapped down and with your permission I will show you the fruits of my labor" said Victor

"Proceed" replied the A.I.M. Scientist Supreme

"Very Good" said Victor picking up a syringe filled with blood red liquid.

"WAIT YOU CAN"T BE SERIOUS!" yelled George panicking and trying his best to break free of the restraints

"Of course we are" said Scientist Supreme

"Tarleton relax it should only hurt for the first few hours" said Victor swiftly injecting George in the neck with the blood red liquid.

"AUGHHHH….AHHHHHHHHHHHHHHHHHHH!" yelled George as the formula coursed through his veins, corrupting his genetic make up. George began to scream louder as the formula began to show results. His head began to expand and expand, his pupils began to disappear leaving only the white, his skin began to change into a sickly gray, and even though his head started to grow the rest of his body was staying the same but the weight of his head could not be supported so some of his bones began to loudly snap and break. Finally after what seemed like an eternity the transformation stopped. The once 5'7 George Tarleton was now about 12ft and what made up most of his height was his head.

"MY GOD" whispered one of the A.I.M. bodyguards

"Astonishing isn't it" said Victor

"What is he now" asked Scientist Supreme "And will he do what I want"

"He is what you want…his intelligence has increased exponentially and he should have some psychic abilities among other things" Victor replied turning to face the Scientist Supreme.

"Good…..I am impressed, but regrettably you have served your purpose and no longer needed…shoot him" said The Scientist Supreme to his bodyguards.

"Yes sir" they replied aiming their weapons at Victor again.

"That would be highly unwise Scientist Supreme" replied Victor calmly.

"And why is that Von Doom"

"Because of that" said Victor pointing at George who at that moment started to shake, spit out blood, and convulse.

"WHAT"S HAPPENING TO HIM!" shouted Scientist Supreme

"He's going into shock; while his brain has grown the weight of it is crushing the rest of his body. Now I and I alone know how to keep the M.O.D.O.C. alive and functioning at maximum capacity…but I can't do that if I'm dead" said Victor.

"M.O.D.O.C." repeated Scientist Supreme

"Yes you wanted a human computer and that's what Tarleton is now he's the: Mental Organism Designed Only for Computing"

"Catchy"

"I know"

The Scientist Supreme stood still for a moment weighing his options, he took a long hard look at Victor and then at the shaking M.O.D.O.C.

"What do you want Victor"

"To be apart of A.I.M."

"And you can keep M.O.D.O.C. alive"

"Absolutely"

"Well then Victor Von Doom welcome to Advanced Idea Mechanics….hopefully you'll be a better addition than your Uncle" said the Scientist Supreme holding out his hand

"Trust me You will never have a more efficient or effective member Scientist Supreme I assure You" replied Victor shaking the man's hand.

* * *

**5 years Later, ****Location Unknown ****Victor Von Doom age: 20**

The leaders of the A.I.M. organization sat around a circular table facing each other. The reason the meeting was called was to discuss their recent defeat at the hands of top cop S.H.I.E.L.D director Nick Fury.

"DAMN THAT FURY! HOW MANY BASES HAS HE DESTROYED NOW!" yelled Carla Supra Scientist Supreme #2 and second in command.

"That makes 2 bases in the past month he is starting to become a nuisance" came the reply of Charles Moore Scientist Supreme #3 and third in command of A.I.M.

"Not to worry my Colleagues M.O.D.O.C. has alerted me to a plan to eliminate Nick Fury, in the meantime I want to discuss dimensional travel that has been brought to my attention" said Scientist Supreme #1 Dr. Sean Rappaccini, leader of A.I.M

"Yes our spies have informed me that a scientist by the name Dr. Franklin Storm has found a way to open dimensions but so far it's just a theory nothing has been built but there is talk of the government bringing together a think tank of young genius to work on Storm's theory" said Carla.

"They must not be allowed to create such a thing, if did they could possibly start using this device to teleport anywhere even into our bases it would be….." started Charles before being interrupted.

"The end of A.I.M." finished Carla

"What do you suggest then" asked Charles

"We consult M.O.D.O.C" said the Scientist Supreme rising form his chair and heading to the direction of where M.O.D.O.C. was located.

* * *

Sitting deep within the underground Lair of A.I.M. was M.O.D.O.C. He was 12ft, 750lbs, and was being kept alive by a specially designed hover chair created by Victor Von Doom. The A.I.M. scientist had all types of wires hooked up to M.O.D.O.C.'s head because he was feeding information through each wire to a different A.I.M. base across the world. The A.I.M. directors arrived and stood in front of M.O.D.O.C. and presented him with the situation.

"Processing information…Solution Found" replied the scratchy voice of M.O.D.O.C.

"What's the solution" asked the Scientist Supreme

"Enemy recruiting young candidates, use young A.I.M. operatives to infiltrate and report on enemy"

"Who do we use for such a sensitive mission?"

"Processing…..two names have been chosen" replied M.O.D.O.C.

* * *

"Knock Knock" said a young woman standing in front of Victor Von Doom's door. The door cracked open and the young handsome face of Victor appeared.

"What do you want Monica" Victor asked curtly. Monica smiled sweetly and then pushed her way into Victor's room. Looking around the room she saw that he was working on something that looked like a suit of armor.

"Whoa….what the hell is that" she asked. Victor pushed her aside and covered the suit with a sheet.

"Nothing to concern yourself with now what do you want Monica" Victor Demanded.

"Oh come now Victor is that anyway to treat your lover" she said wrapping her arms around his neck.

"I do not have time to divulge in lust or your games Monica…..now state your business" replied Victor taking her arms off his neck.

"Grouchy…I guess we can fix that later...but the reason for my visit is that my father wants to see us immediately it's about an important mission" said Monica turning and walking towards the door. Victor growled slightly hating that he had to stop working on his greatest invention to listen to the A.I.M directors prattle on about nonsense, but ultimately he started towards his door and exited his room.

* * *

**4weeks later, ****Baxter Building**

An attractive man and woman entered the Baxter Building. The woman was Monica Rappaccini and the man was Victor Von Doom who of course had a scowl on his handsome face. They both went to the front desk.

"Hello Excuse me we are here for…."

"Top Floor" the woman responded not looking up from her magazine

"Thank you" replied Monica leading the way to the elevator.

"Oh Victor lighten up this is an exciting mission we're on" she said while pressing the button.

"First of all woman you and I have a different definitions of exciting"

"What's this the big bad Victor Von Doom is afraid" said Monica entering the elevator.

"Victor Von Doom is not afraid of anything so watch your mouth woman" growled Victor just as the elevators were about to close.

"WAIT!...HOLD THE ELEVATOR" yelled a voice. Monica's hand shot out between the doors to let the person in.

"Thank you soooo much….. I'm Reed Richards" said the person

"My name is Monica Rappaccini"

* * *

**The Next Day ****Dr. Franklin's Main Lab**

"Thank-you both for joining me, I specifically chose the two of you to help me with this project because the two of you from your resume's have the best chance of understanding the complicated science needed to pull this off' said Dr. Storm

"Well Dr. Storm you were right in choosing me but I'm not so sure about him" said Victor in an arrogant tone.

"I have a name you know and it's Dr. Reed Richards and I promise Dr. Storm that I will prove my worth" replied Reed.

"I know the both of you will now what can the two of you tell me about Dimensions"

"There are theories circulating that there are an infinite number of parallel dimensions exact replicas of our own, with minor changes or in some cases extraordinary changes" replied Victor

"Also building upon that these parallel dimensions are stacked upon each other like boxes….it has also been theorized that it may be possible to view these said dimensions and maybe even access them, but then again this is all in theory" continued Reed.

"Absolutely correct…..both of you…but what if I told you that I've found a way to make theory into reality"

"Well Dr. Storm I would Say…."

"Show Me" Victor interjected.

Dr. Storm lead Victor and Reed to the large computer monitor in the lab, where he opened up a file and showed them a long chain of complex numbers and figures.

"Here we are gentlemen my life's work I believe through these figures we can possible be able to view one of the many parallel dimensions" said Dr. Storm

"My word…you just might be right Dr. Storm…if you were to expand this figure here and then these numbers here we might be able to…."

"Open a gateway to the other side" finished Victor who had a momentary crack and allowed his amazement to show through, but as quickly as it came it went away.

"I knew I was right about the two of you….yes I believe it's possible to open a gateway….but that's the problem I'm good with equations and theories….it was my wife who was good at the applications of my theories but s-she's out of the picture…..So that leaves the two of you will you help me" asked Dr. Storm looking at both Reed and Victor.

"I would be delighted" replied Reed

"You have Victor Von Doom's cooperation" said Victor

"Good…..now we must get started immediately because we have much work to do" said Dr. Storm leading the two deeper into the large lab.

* * *

**Later Victor's Room**

Beep! Beep! Beep! Went a small metallic device on Victor's Desk. Rising from his bed Victor pressed the button. The blue static image of M.O.D.O.C. appeared before Victor

"VON DOOM REPORT!" demand M.O.D.O.C

"DO NOT MAKE DEMANDS OF VICTOR VON DOOM, you large headed cretin and who put you in charge anyway"

"The Scientist Supreme thought it would be prudent if all information came through me since this was my idea, now do you have anything of value to report or would you rather continue this pointless trading of verbal barbs"

"No nothing of value has come to my attention"

"Well report back when you do….A.I.M wants this technology….M.O.D.O.C out" the blue light went away leaving Victor in the darkness again.

'_ha you may have increased intellect but your feeble mind is nowhere near my level….no one but me realizes the potential of this dimensional technology…..Not A.I.M, Not Dr. Storm and especially that buffoon Richards...but if I'm going to steal this technology it will take time and patience…..no matter I am a Von Doom we are renowned for our patience'_ thought Victor as he sat on his bed with his hands together.

* * *

**4 years later, ****Victor Von Doom age 24**

"YOU DARE QUESTION MY SKILLS RICHARDS!" yelled Victor

"I'm not questioning your skills….I'm questioning your ethics Victor, there has to be another way a better way" replied Reed. While the two of them were arguing neither noticed the entrance of Dr. Storm and General 'Thunderbolt' Ross into the lab.

"HEY! what's going on here I could hear the two of you arguing all the way down the hall" said Dr. Storm.

"Dr. Storm Richards is keeping us from moving forward this is the third day of us going back and forth" said Victor.

"Dr. Storm look at these blueprints that Victor made….according to these this machine that we are building is not going to allow us to view other dimensions...this machine is designed to essentially rip a hole in our dimension"

Grabbing the blueprints and looking at them for himself he looked back up at Victor.

"Is this true….why wasn't I informed about this Victor"

"I'm only doing what you wanted to find a way to access the other dimensions" replied Victor

"That's not what we agreed upon…the three of us stood here and agreed that accessing other dimensions is too dangerous...remember we tried about a year and a half ago and the electromagnetic backlash nearly destroyed this lab and half the city" said Dr. Storm

"I never agreed to anything Dr. Storm…..and besides Science is all about trial and error only the error wasn't on my part…..my blueprints are flawless if we follow my design we can access the other dimensions by the end of the year but if we follow you and Richards it'll be another 20 years before we even attempt to access anything again" replied Victor "And I'm sure the military would love to fund us for another 20 years and not have anything to show for it" he added

"He's right Storm that's the reason for my impromptu visit the government wants to know how long before this machine is up and running…but Dr. Von Doom here has already answered my question" said General Ross

"No Victor isn't right he's cutting corners"

"Regardless if he is or isn't I'm going to talk to the higher ups and have them scrap this project….also I'm taking your best geneticist and reassigning them"

"WHAT! You can't do that" yelled Dr. Storm

"I can unless you can persuade me otherwise"

"Alright General Ross alright…..three years give us three years and we should have a machine up and running that allows us to view parallel dimensions and maybe be able to go through them but I can't promise that but I promise we'll be able to see them" said Dr. Storm.

"That's better…..okay you've got your three years, but only three and I'm still taking a few of your geneticist not all….I'm taking my Daughter, Dr. Bruce Banner, and the Pym's" said General Ross turning around and leaving the lab.

"That's never gonna work Dr. Storm three years" said Reed

"Well Reed we're gonna have to make it work" replied Dr. Storm

"Don't worry Richards I'll be here to talk you through each step" said Victor smugly.

"You know something Victor I'm sick and tired of your Damn Smug Attitude" said Dr. Storm whipping around to face Victor, "You're not as smart as you think you are and your arrogance is astounding…..do you know the amount of pressure you just put all of us under….Damn it Victor I-I-I- can't even look at your right now just get the hell out of my lab….your suspended until further notice" Clenching his fist in anger Victor gave Dr. Storm and Reed a glare and swiftly turned around to leave the lab.

"I give the both of you a day before you come crawling back to me" said Victor over his shoulder as he exited the lab.

"Dr. Storm he scares me" Said Reed looking at Victor as left

"Me to Reed….me too" replied Dr. Storm

* * *

Storming out of the lab Victor made his way to his room.

'_NOBODY TALKS TO VICTOR VON DOOM THAT WAY NOBODY. I SHOULD KILL THE BOTH OF THEM THOSE BUFFOONS THEY'RE SLOWING ME DOWN.. NO…..NO THAT'S TOO EASY THEY MUST SUFFER FOR THEIR DISRESPECT AND I KNOW JUST HOW TO MAKE STORM SUFFER THE MOST'_ thought Victor deviously as he made a slight detour.

* * *

**Biology lab**

18yr old Susan Storm was looking through a microscope at some cells that she had been experimenting with for the past few hours. Susan had grown from a very intelligent 14yr old girl in a very beautiful and very brilliant young woman. Looking up from her microscope she turned around in her seat, because she thought she heard someone coming into the lab. Everyone else had taken a lunch break, but she wanted to work through lunch because the cells she was looking at were too fascinating. Not seeing anyone she turned back around in her seat and continued to work.

Victor stood ever so quietly behind her and watched her as she worked.

'_What better way to hurt your enemy than to woo his only daughter'_ thought Victor.

"Hello Susan"

Startled by Victor's voice she jumped at his presence

"Victor…..you startled me" came her response as she tried to calm her nerves

"I apologize my dear…that was not my intention" said Victor inching closer to her.

"U-u-uh Victor….um…What are you doing here" asked Susan who was starting to get very uncomfortable.

"I was merely exploring the compound when my eyes caught the sight of you working diligently and I had to know what piqued your curiosity" answered Victor placing a hand on one side of the table Susan was sitting at.

"W-Well I'm studying the effects of these plants on human cells…..I-I recently discovered that some plant life when mixed can stimulate brain cell activity"

"Really"

"Yes…t-think about what this could mean we could have a cure for people with brain damage or people in a coma"

"Fascinating….Susan has anyone ever told you that you are quite beautiful" said Victor placing his other arm on the other side of the table trapping Susan.

"W-W-well uh" stumbled Susan before she was interrupted by a knock at the lab door followed by tapping.

"Sue are you in here"

'_Thank GOD for Alicia'_

'_DAMN IT'_ thought Victor

Alicia Masters pushed opened the door and walked into the biology lab.

"Sue"

"Alicia right on time" said Susan ducking under Victor's arm and walking quickly to Alicia and grabbing her arm.

"Sorry Victor can't talk….promised Alicia I'd take her out to lunch…bye" said Susan walking out with Alicia in tow.

* * *

Out of ear shot of Victor Alicia whispered to Susan.

"The Hell was that about"

"You just saved me from Tall, Dark, and Creepy thanks best friend"

"Yeah anytime"

* * *

Back in the lab Victor stood still staring at the door where Susan had just went through.

"_hmm it seems wooing Susan is going to be a challenge…..luckily I like a challenge'_ thought Victor getting ready to leave when he eyed Susan's work.

'_Hmm this might be useful one day…..but not for helping people, but for helping me with my plans'_ he thought stealing two of the vials on the table with the plant extract.

* * *

**1 year Later ****Victor 25; ****Susan 19; ****Reed 25**

'_Hmm Susan is proving to be a greater challenge than I anticipated'_ thought Victor as he sat in his room working on something that looked to be a suit of armor.

'_and yet I don't mind….._' thought Victor before he was interrupted by someone knocking on the door. Quickly coving his project Victor cracked the door open to see Monica, who pushed her way into his room.

"What do you want" demand Victor watching Monica as she sat down on his bed.

"Now Victor is that anyway to talk to the woman that just saved your life" she responded

"What are you prattling on about now"

"Victor you have lost focus of your goals, A.I.M. is beginning to lose confidence in you….there was talk about killing you and replacing you but I was able to convince my Father and M.O.D.O.C. otherwise" said Monica

"Despite what those fools think I haven't lost focus on anything"

"Now you see….I'm not so convinced"

"Choose your words wisely woman" Said Victor in a low threatening tone.

"Oh please Victor you may scare everyone else but not you don't scare me, As I was saying your focus is waving and it has a lot to do with that jailbait Susan Storm you keep following"

"You do not know what you are talking about"

"I think I do because I've been watching you and you may be able to fool everyone else but you can't fool me you care about her" said Monica with a smile on her face. With surprising speed Victor crossed the room and grabbed her by the throat and started to squeeze tightly.

"You presume too much Rappaccini" growled Victor

"….Augh….i-f...if…..y-you kill me i-i-t will only make me r-right" Monica struggled to say while Victor was choking her.

"…..." Victor reluctantly let her go.

"W-wow….cough…this girl must have something that I didn't to spark such a response form the great Victor Von Doom" said Monica rubbing her neck.

"Are you finished….I have much work to do"

"Yeah I've said my piece but there is something you should know your little crush has absolutely no interest in you" said Monica brushing past Victor and going to his door.

"How would you know?"

"Well like I said I've been watching you….and maybe I've been watching her too, also Victor you should know by now that I'm an expert on reading people …..good-bye" she replied leaving his room.

'_She doesn't know anything…I'll prove her wrong…Susan should be getting back from her research expedition by now…..time to ensure our union_' thought Victor glaring at the door Monica just went through.

* * *

**Later that Day: Fazoso's Restaurant**

"I DEMAND TO KNOW"

"Fine you want to know it's Reed"

"RICHARDS….Y-YOU LIKE THAT BUFFOON RICHARDS!" yelled Victor and he stood up from his seat and spilled his wine.

* * *

Bursting into his room Victor Slammed his door shut with all his might.

'_NOBODY REJECTS OR EMBARASSES VICTOR VON DOOM NOBODY' _hethought angrily_ 'AND RICHARDS OF ALL PEOPLE THIS MAKES THE THIRD TIME HE HAS UPSTAGED ME…THIS SHALL NOT GO UNPUNISHED'_ he thought while clenching his fist so tight that they drew a small amount blood. Marching over to his desk Victor pulled out the vials he had stolen from Susan's lab a year ago.

'_And I know just how to get my revenge on everyone…..A.I.M, Storm…and especially RICHARDS'_ thought Victor as he began to plan a devious plan.

* * *

**2 years later, ****Victor 27 ****Susan 21 ****Reed 27 ****Ben 27 ****Johnny 15**

Victor Von Doom sat in his room talking to the hologram image of A.I.M. super thinker M.O.D.O.C.

"Now under no circumstances are you to deviate from my plan M.O.D.O.C., the A.I.M directors wanted the dimensional technology and they shall have it by this time tomorrow, if you follow my orders"

"BAH! Your plans are flawed Von Doom I can come up with a plan 10 times better than the one you're presenting"

"You are not capable of such a thing…..you're forgetting Tarleton I created you the creation can never surpass the creator"

"YOU DARE YOU INSOLENT WHELP I SHOULD…." Started M.O.D.O.C. before he was interrupted by Victor.

"YOU SHOULD WHAT…..keep you idle threats to yourself M.O.D.O.C"

"Von Doom this plan better work..."

"It will because I came up….wait we're not alone" said Victor who quickly shut off the image of M.O.D.O.C. off and went to his door and opened it. Johnny Storm stumbled slightly as the door was opened. He looked up and stared into the eyes Victor Von Doom.

"What do you want Storm"

"My dad needs you and Reed to go over some last minute stuff"

"Fine" said Victor closing his door and walking in the direction of the lab.

'_Soon the world will bow to the genius and might of Victor Von Doom'_ thought Victor as a slight smile crept along his mouth.

* * *

**End Interlude: ****Read and Review. Thus ends the final interlude. Victor Von Doom is one of my all time favorite Characters and Villains, and I thank you guys for sticking around as I did these interludes, like I said a few chapters ago I felt that these were necessary in order to understand the next chapter and the chapters in the future. All of these interludes have been building towards the next chapter, which is easily one of my favorite chapters that I've written so far, but anyway I hope you guys are enjoying the story, so until next time….**

**ps: I'm still trying to figure out how to reply, just bear with me and rest assured I'm not ignoring anyone. **

**Next Up: Fantastic Beginnings**


	12. Fantastic Beginnings

**Disclaimer: I DO NOT in any form or fashion OWN any of these Characters, ALL CREDIT goes to MARVEL and STAN LEE, I am in no way making any money off of this story…..no money is being exchanged…no money is in my hands….SO please Do not Sue….I ask again…Please find it in your heart not to SUE me because I have no Money…really I don't…..anyway on with the story.**

**New Chapter up: I present to you a re-imagined introduction to The World's Greatest Heroes: The Fantastic Four…..read, review, and enjoy.**

* * *

**Chapter 7: Fantastic Beginnings**

**Wednesday: 9:35 a.m Midtown High**

In the parking lot of Midtown High Dr. McCoy and Gwen Stacy stood next to a car awaiting the arrival of Peter Parker who was running late….again. The day had come when they were supposed to visit the Baxter Building and meet the people in charge of the government think tank that they may become apart of. Dr. McCoy had set it up to where there were not only going to be meeting the people in charge but there were going to be able to see a special presentation that scientist from all over the country were coming to see. Needless to say Dr. McCoy, Peter and Gwen were excited and they would've left earlier but Peter was nowhere to be found.

"Ms. Stacy do you have any idea where Mr. Parker may be because in about 5 minutes we're regrettably going to have to leave without him" said Dr. McCoy.

"I've called his cell twice….but I didn't' get an answer"

"Well….My word" said Dr. McCoy who looked up in time to see Spider-man swing past on a web.

"Amazing isn't it….was that your first time seeing him Dr. McCoy" asked Gwen as she too had looked up when Spider-man passed over head.

"Yes….It was my first time seeing him and while amazing he may be...I've seen far more e**X**traordinary things in my lifetime Ms. Stacy" replied Dr. McCoy with a small smile

"I wonder where Spider-man's going" said Gwen as she leaned on the car and continued to wait for Peter.

* * *

Landing on the roof on the far side of Midtown High, Spider-man took off his mask to reveal the face of Peter Parker. Quickly taking off the backpack on his back he opened it and pulled out his street clothes and began to hastily change.

'_Damn purse snatchers…because of those idiots I'm late…..I've waited these two months for this presentation and I'm pretty sure its gonna be Fantastic'_ thought Peter as he finished changing and climbed down the side of the building and ran towards the parking lot where he had last seen Gwen and Dr. McCoy waiting for him.

* * *

**Baxter Building: 10:00 am**

Ben Grimm entered through the doors of the Baxter Building and found himself in the main lobby where there was a crowd of people standing around.

'_Wow Reed this must be some presentation'_ thought Ben as he tried to maneuver his way through the crowd. Seeing the front desk he went towards the desk where a lady was reading a magazine.

'Um…excuse me miss where can I find a Dr. Reed Richards"

"Top Floor" she responded after glancing at him slightly

"Aren't ya gonna ask who I am" asked Ben, the receptionist responded by holding up a photo of him and Reed together laughing.

"Oh"

"Top Floor"

"Thanks" said Ben as he gave a small wave and started towards the elevator, getting on the elevator he pressed the number 15 and the doors closed the elevator started to go up.

* * *

**Top Floor: Main Lab**

"Reed I-I can't thank you enough for all of your help with this I mean my whole life I've waited for this…and to finally see it realized"

"It was no problem at all Dr. Storm…..working with you and everyone else here has been a privilege and the fact that we were able to build a machine of this caliber, just reassures my belief that anything is possible" replied Reed as he finished inserting the last equation into the machine.

"Reed after this presentation I would like to introduce you to some overseas colleagues of mine…all of us are getting together for a dinner later on tonight"

"I'm sorry Dr. Storm but I already have plans for tonight"

"Really…would any of these plans involve my daughter Reed" asked Dr. Storm with a slight smile. Reed stumbled with some of the equipment in his hand before he answered the question.

"What would make you say that Dr. Storm" said Reed

"Oh come on Reed I'm a little insulted that you and Sue thought you could keep something like the two of you were dating secret from me"

"Well we thought you would disapprove"

"I'll admit I was a bit miffed you and her were dating considering you are six years older than her…..but I've seen you two together and you make her happy and I suppose that's what matters most….plus I think she's old enough to make her own decisions, I'm just glad it's you and not Victor"

"Yeah you and me both sir"

"Reed I've seen the way he looks at her and it scares me…..so be careful around him"

"I will sir but If I may if you are so concerned about him then why do you keep him around" asked Reed

"You bring up an excellent point Reed and at first I fooled myself into believing that I need him because of his intelligence but now…..now I regret asking him...It was a mistake on my part one that I'm going to rectify after the presentation…I'm going to see if I can get him transferred out of here" said Dr. Storm.

* * *

**Security Room Baxter Building**

While Dr. Storm and Reed were talking neither were aware that their entire conversation was being listened to by Victor who was in the security room of the Baxter Building looking at them through one of the monitors.

'_Trying to get rid of me….that will be easier said than done'_ thought Victor as he typed something into the computer that controlled all of the security in the building.

'_There….that should do it….now to confirm voice recognition'_ he thought while taking a step back.

"Confirm Voice Victor Von Doom" he said

The computer screen flashed Red then turned into green.

"VOICE RECOGNIZED, VICTOR VON DOOM" said the computer

'_Excellent phase 1 is complete now onto phase 2_" he thought while he got up from his seat and walking towards the door.

"Thank you Jimmy you've been extremely helpful" said Victor to Jimmy the security officer, who was dead in the corner, bleeding from his eyes, nose, ears, and mouth. Victor turned out the lights and locked the door behind himself and walked away.

* * *

Riding his skateboard down the halls again Johnny was reluctantly on his way to the lobby to greet the visitors that were coming to the Baxter Building. Johnny had promised his dad months ago that he would help but he didn't think his dad would actually want him to do it.

'_Me and my big mouth'_ thought Johnny as he executed a kick flip, but as usual he wasn't watching where he was going and he skated head first into Victor.

Victor stumbling upon the sudden impact looked down to see Johnny on the floor and trying to stand.

"Dude sorry abou…." He started before Victor reached down and grabbed him by the front of his shirt and yanked him up to eye level. Victor then shoved Johnny into the wall and held him there with his feet dangling.

"YOU ACCURSED BRAT YOU ARE LUCKY I DID NOT FALL BECAUSE IF I HAD THE RESULTS WOULD HAVE BEEN DISASTROUS FOR YOU!" growled Victor as he held Johnny in place, while applying some pressure to Johnny's neck.

"…ack….." was all Johnny was able to get out.

"You are also lucky you are not the Storm that I'm looking for" said Victor in an angry tone. After a tense few seconds Victor released Johnny and watching him drop to the ground and rub his neck.

"Fool" said Victor who turned and walked down the hall, leaving Johnny on the ground gasping for air. After a few minutes of coughing and his adrenaline subsided Johnny stood up and looked down the Hall.

'_What the hell was his problem….overreacting….that's an understatement'_ thought Johnny as started to walk away and towards the lobby. But as he was walking he had remembered something Victor had said.

'_Wait…..what did he mean about not the Storm I'm looking for'_ Johnny stopped cold in his tracks as he realized where Victor was going.

"SUE!" yelled Johnny as he turned and rushed to his sister's lab.

* * *

**Main Lab**

"If that's all Dr. Storm I promised Sue I would take her to an early lunch before the presentation" said Reed

"Oh by all means Reed I believe everything is in order all that's left is to flip the on switch" joke Dr. Storm

"See you Later" said Reed as he left the lab to Find Sue who he knew would be in her lab.

After a few minutes later the elevator opened and Ben Grimm stepped out and into the lab.

"Whoa" said Ben as he looked at the massive Machine in the center of the lab.

"Um excuse me no one is allowed up here until the presentation" said Dr. Storm as he spotted Ben.

"Uh sorry…I'm looking for Reed Richards"

"May I ask who are You"

"I'm Ben Grimm a friend of Reed's"

"Oh….so you're Mr. Grimm Reed has told me so much about you….I'm Dr. Storm" he said as he made his way over to Ben and shook his hand.

"Nice to meet you too….Reed Talks about me"

"Absolutely, but I'm afraid you just missed him I believe he's on the way to see my daughter Susan….her lab is about 4 floors down in the Biology section can't miss it" said Dr. Storm

"Thanks" replied Ben going back to the elevator and pressing the button.

* * *

Exiting her lab Susan Storm started down the hallway while going over some notes. Looking up from her notes she saw Victor coming down the Hallway as well.

'_Great_' she thought while putting on a fake smile

"Good morning Victor" she said

"Hello Susan" replied Victor as he neared her, but then he suddenly grabbed her and pushed her into the wall and crushed his lips to her's. Susan doing her best to resist managed to break the kiss.

"WHAT THE HELL ARE YOU DOING!" yelled Sue

"I bet Richards never kissed you like that"

"No because when he kisses me it's enjoyable"

Growling Victor grabbed her by her neck

"Susan I Grow tired of these mind games you are playing" he growled

"W-What m-ind games are you talking a-about" she struggled to get out.

"Why would any woman turn down the advances of Victor Von Doom for some idiot like Richards"

"Well for o-one he's not a psycho and h-he doesn't refer to himself i-in the third person" snapped Sue.

"YOU DARE!" yelled Victor applying more pressure to Susan's throat

"…ack." She cried out"

"HEY ASSHOLE LET GO OF MY SISTER!" yelled Johnny as he charged with his skateboard in hand and swung with all his might at Victor and hit him in the back.

"AGH!" yelled Victor letting Sue go because of the sudden pain. Seeing Johnny gear up for a second swing Victor dodged the hit and landed a viscous uppercut to Johnny's chin.

"Oomph" grunted Johnny as he fell to the floor. Victor wasted no time and landed another punch to Johnny while he was down.

"JOHNNY!" yelled Sue jumping on Victor's back and biting his ear.

"AUGH! YOU BITCH!" yelled Victor Flipping Sue over his head and onto the ground. He grabbed her and drew his fist back getting ready to punch her when he heard a voice call out his name.

"VICTOR DON"T YOU DARE!" yelled Reed Angrily from down the Hall.

"OR WHAT RICHARDS OR WHAT THIS IS ALL YOUR FAULT!" Growled/yelled Victor standing up and charging at Reed. Grabbing Reed roughly by the front of his coat Victor shoved him into the wall hard and punched him in the face. Victor straighten Reed up and punched him again and again and then grabbed him by the throat.

"YOU SEE RICHARDS YOU ARE NO MATCH FOR THE MIGHT OF VICTOR VON DOOM" he said while choking Reed.

"….rn…..round"

"WHAT WAS THAT RICHARDS" taunted Victor but the he received his answer when a sudden shadow formed over him and a deep voice answered for Reed.

"HE SAID TURN AROUND" said Ben grabbing Victor's shoulder and spinning him around to face him. Ben landed a powerful right cross then an equally powerful left hook, which was followed by and nasty uppercut that lifted Victor off his feet for a second before he crashed to the ground in pain.

"Uhhhhh" groaned Victor.

"THERE'S PLENTY MORE WHERE THAT CAME FROM YA BUM!" said Ben while cracking his knuckles.

"Johnny are you okay" asked Sue as she went over to her brother.

"I had him on the ropes" said Johnny as he wobbly started to stand.

"I know you did baby bro" replied Sue smiling.

Ben grabbed Victor and slammed him into the wall and held him there

"Now I believe ya owe my friend Reed and his friends an apology" growled Ben.

"HA…Victor Von Doom doesn't apologize to anyone you Neanderthal" Victor struggled to get out.

"Well today that changes Von Doom" said Ben who punched Victor in his stomach and then tossed him across the ground. Victor spit out some blood and looked at it as if he couldn't believe that it had come from him. Balling up his fist he looked up at Ben.

"You know my name….but tell me what's yours"

"The name's Ben Grimm and if ya gotta problem with Reed ya got one with me"

"Well Grimm you've made my list as well….Because NOBODY draws blood from a Von Doom…NOBODY!" said Victor wiping the blood from his mouth.

"Well then Von Doom do sumthin about it" growled Ben putting his fist up.

"In due time Grimm in due time…..the four of you of will pay…..mark my words" growled Victor quickly scurrying into the elevator and pressing the close button.

"Asshole" said Johnny as he and Sue joined Reed and Ben.

"Ben am I glad to see you" said Reed patting his friend on the back.

"I bet" replied Ben with a smile.

"Oh My God Sue are you alright" asked Reed going over to her

"I've been better but I'm okay Reed"

"What about you Johnny" asked Reed

"I'm Fine…but I had him on the ropes by the way"

"Sure ya did Spark plug" replied Ben

"Who are you" asked Johnny

"Oh Sue, Johnny I'd like you to meet my best friend since middle school Ben Grimm…Ben this my girlfriend Susan Storm and this is her little brother Johnny Storm"

"Nice to met ya" said Ben

"Likewise" said Johnny

"Its nice to meet you Ben, thanks for the help"

"No problem Susan but what was that guys problem" asked Ben

"It's a long story" replied Susan

"Luckily I'm starving and you guys can tell me over lunch….. does this place have a cafeteria"

"Actually that's where me and Sue were heading you're welcome to join us" said Reed

"Lead the way egghead" replied Ben

"You guys go I promised Dad I would help in the lobby"

"Good luck kid….the lobby is like a madhouse" said Ben

"Great" replied Johnny getting on his skateboard and riding off.

* * *

**The Lobby**

'_Jeez this place is crowded….all of these nerds in one spot'_ thought Johnny on his skateboard. Riding slowly through the crowd Johnny bumped into a kid his height and age.

"Watch it geek" said Johnny

"Me….you're the one riding a skateboard in a crowded lobby" replied Peter Parker.

"Hey this is my home and I can do whatever I want"

"Wait…..you….live here"

"Yeah"

"I thought only smart people lived here" said Peter

"Well you thought wrong….hey…wait"

"Hahahahaha…no you had it right" laughed Peter

"You know you have a very smug attitude there…uh Parker" said Johnny glancing down at Peter's name tag and then getting in his face.

"I'm surprised you know the meaning of the word smug" replied Peter

"Why you….."

"Is there a problem here boys" asked Gwen as she came up from behind Peter.

"Whoa" said Johnny "Um no beautiful there's no problem now that you are here to brighten my day" said Johnny pushing Peter aside and grabbing Gwen's hand.

"Such a sweet talker...Uh…." she said while pulling her hand out of his grasp.

"Baby my name is Johnny Storm resident genius at the Baxter Building and who might you be"

"Gwen Stacy….so you're a genius can you explain what the presentation today is about"

"Of course it's about….uh….uh…"

"Dimensional Viewing" said Peter from behind Johnny.

"SHUT UP!" shouted Johnny turning to face peter for a second and then turning to face Gwen "It's about Dimensional Viewing"

"Wow such intelligence"

"Thanks…so whatdoya say about me and you blow this geek stand and go do something fun"

"Gee…..as tempting as that offer is I'm gonna have to ask my boyfriend…..Peter is it okay"

"NO" came Peter's quick reply

"Sorry Johnny maybe some other time….but I wouldn't hold my breath…see ya" said Gwen passing him and linking her arms with Peter's and they both walked off laughing.

"OH YEAH! …..well I don't need you there's plenty of fish in the sea and they all want a piece of Johnny Storm" he said as he turned and ventured further into the crowd of visitors.

'_I hate that Guy'_ he thought while he was walking.

* * *

**Cafeteria**

"And then finally, finally Reed kissed me" said Susan

"Haha….wow egghead since when did you become so bold" laughed Ben as Sue told him the story on how she and Reed got together.

"I don't know Ben I jest looked at her and I-I did the only logical thing I could think of" said Reed "But enough about us what about you….I believe you were telling me about Debbie, is that her name"

"Yeah Reed her name is Debbie and God Reed she is everything I want in a woman she understands me, she's gorgeous, smart, funny, gorgeous, motivated, caring, and did I mention she's gorgeous" said Ben

"Several times" replied Sue

"I'm curious Ben how did the two of you meet" asked Reed

"Funny story actually Reed it was thanks to that Spider-Man guy. Debbie was coming out of a store and she was taken hostage at gun point by these three guys. The were driving her car and Spider-man swung in and saved her by pulling her out of the car and putting her in a spider web or net or something like 15ft in the air and that's where I came in I was passing by and saw her I told her to jump and I caught her in my arms and it was love at first sight" said Ben taking a sip of his drink.

"Kinda romantic" said Sue

"That's astonishing Ben…..except for the Spider-man part" said Reed

"You're not a fan Reed"

"Well I mean he has done some good deeds but I'm not a fan of the anonymity ….exactly what is he hiding behind that mask"

"Uhhhhh his Identity Reed" replied Ben

"Exactly my point Ben…..why does he feel the need to hide…..by hiding he brings mistrust to himself, to eliminate mistrust simply reveal himself and his reasons for being Spider-man"

"Easier said than done Reed maybe there are other factors we are not privy to" said Sue trying to reason with Reed.

"Perhaps" replied Reed glancing down at his watch "Oh man look at the time come on the presentation is going to start in a few and I want the two of you up there with me for the big reveal"

"Why" asked Sue getting up from her seat

"Simple Sue when I show the world one of the greatest scientific achievements in history I want the two most important people in my life up there with me"

"Oh Reed" said Sue

"Stop it Egghead you're making me blush" joked Ben. The three friends shared a laugh as they exited the cafeteria.

* * *

**Main Lab**

General 'Thunderbolt' Ross entered the main lab, behind him were about 15 soldiers.

"Dr. Storm"

"Good Afternoon General Ross how are you today" replied Dr. Storm as he made his way over the General and his soldiers.

"I'm fine I'll be even better once I get a chance to see this machine in action" said General Ross shaking Dr. Storm's hand

"Well General I hope that the machine is to you're liking but I must ask why all of the soldiers and why exactly is the U.S. government concerned with parallel dimensions" asked Dr. Storm

"Well Storm the why we're interested is classified but as to the soldiers well with all these people here you can never be too careful right"

"Right"

"Corporal Spread out secure compound and then report back here" said General Ross

"YES SIR!" yelled the Corporal

"1st squad bottom floor, 2nd squad top floor, 3rd squad middle floors MOVE!"

"YES SIR!" they yelled as they broke into their three groups and went to secure the Baxter Building.

* * *

**Victor's Room**

Victor barged into his room angrily and with a purpose. He went to a drawer in his room and opened it then removed a false bottom to reveal at least 40 small syringes of a vibrant blue liquid.

"Now it is time" said Victor. Taking out the syringes he placed them on his desk. Going over to his closet Victor opened the closet and felt around for a small black button. Pressing the button a section of his closet moved in and disappeared reveling a secret room that he had built. Victor walked into the secret room and the lights switched on. The small room had a small electrical generator with wires that connected to a suit of armor. Smiling a small smile Victor checked the suit to see if it was fully charged and it was. Turning off the generator, Victor went to the armor and flipped a switch under the arm. The front of the armor opened up with a hiss. Victor took off all his clothes and then entered the suit. The suit closed and then locked with a loud click.

"Voice command Victor Von Doom activate Mark I armor…..NOW" said Victor. The suit beeped twice and then powered up. Victor took a step forward and had to stop for a second.

'_The suit is heavier than I anticipated but nothing I can't handle'_ he thought to himself as he took another step forward. Victor walked out of the secret room and his closet. He went to a mirror that was in his room to look himself over. The armor covered his entire body and it was composed of a special type of metal that he himself had designed, but it was too bulky, he could feel the suit restricting some of his movements.

"Defiantly a prototype but no matter it will accomplish my goals" he said to himself. Backing away from the mirror he went to his mattress and lifted it up. Grabbing the green cloak that was neatly folded he opened it and then wrapped around his shoulders. After putting on the cloak he went to the desk and grabbed the vials of blue liquid, he opened a compartment in his suit and put them inside. Victor then walked out of his room and into the hallway.

'_Those fools are now at the presentation well they are going to be extremely disappointed'_ thought Victor with a smirk.

"HEY YOU! Where are you going" said the Corporal as he approached Victor.

"Whoa what the hell are you wearing" asked the Corporal as he aimed his weapon at Victor. Victor didn't say anything he slowly reached into a compartment in his suit and pulled out one of the syringes of the blue liquid. Raising his hand Victor quickly stabbed the Corporal in the neck with the syringe. The Corporal got a shot off but the bullet bounced off of his armor. The Corporal fell to the ground and shook for a moment before he went stiff.

"Stand Up" said Victor. The Corporal stood.

"You are now under the control of Victor Von Doom….take the rest of these syringes and inject your fellow soldiers with them and tell them that they obey me now and do it quickly and quietly do you understand" said Victor

"Yes Victor Von Doom" he said obediently

"No on second thought not Victor Von Doom just call me... Lord Doom" Victor corrected

"Yes Lord Doom" replied the soldier taking the syringes and walking down the hall.

At that moment the voice of Dr. Franklin Storm could be heard which meant that the presentation was beginning.

"LADIES AND GENTLEMEN I WELCOME YOU ALL TO THE BAXTER BUILDING"

Victor hearing Dr. Storm's voice on the intercom proceeded to make his way to the main laboratory intent on showing the world the might of Doom.

* * *

**End Chapter: Read and Review: I know I know cliffhanger I hate those too but they are necessary another chapter will be up quickly. The next chapter I promise is all action packed as Victor's plans are made clear and he comes across the Amazing Spider-Man so until then…**

**Next Up: Fantastic Beginnings part 2**


	13. Fantastic Beginnings pt 2

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS all CREDIT goes to MARVEL AND STAN LEE, I am making NO MONEY off of this story NO MONEY is being exchanged or handed to me, so I ask PLEASE DO NOT SUE, I ask once again PLEASE DO NOT SUE I promise you I have NO MONEY…..really I don't ….but anyway on with the story**

**New Chapter and I promise action and more action: READ. REVIEW. And most importantly enjoy…**

* * *

**Chapter 8: Fantastic Beginnings part 2**

**Baxter Building: Main Lab**

The main lab of the Baxter Building was crowded with people from all over, including scientist and some civilians like Dr. McCoy, Gwen, and Peter. There were about 50 to 60 people crowded in front of a stage. On the stage were six people and a podium. The six people were Dr. Storm, General Ross, Reed, Sue, Johnny, and Ben. Behind them was a red curtain that was shielding the machine from the audience. Dr. Storm stood from his chair and went to the podium that was on the stage to address the crowd.

"Ladies and Gentlemen I welcome all of you to the Baxter Building this afternoon. For those of you who do know me I welcome you back and thank you for coming. For those of you who do not know me my name is Dr. Franklin Storm director of the Baxter Building think tank. For the past couple of years we at the Baxter Building have been on the verge of a scientific breakthrough that could be one of the greatest achievements in the history of mankind. But to further explain exactly what we've been working on I would like to introduce you all to one of the greatest minds of our generation and the person that has helped me the most with this project Dr. Reed Richards"

The crowd started clapping as Reed rose from his chair and went to the podium.

"Thank you Dr. Storm. Good Afternoon I'm Dr. Reed Richards and for the better part of 7 years we have been studying Parallel Dimensions. Before I joined the project Dr. Storm theorized that there are an infinite amount of dimensions parallel to our own that are stacked on top of each other. Imagine if you will if you took several boxes and stacked them on top of each other, essentially that's how these parallel dimensions are positioned. Well Ladies and Gentlemen through hard work and determination we have found a way to view these infinite amount of Dimensions. Think about it if we could view a parallel dimensions we could gather so much information; an example: what if one of the dimensions found a way to eliminate the need of fossil fuels, we could in theory view how that dimension functions as a society without fossil fuels and try to apply their way of life onto ours"

As Reed said that murmurs of amazement started to breakout amongst the crowd.

"Yes I'm amazed at the thought myself. Now the question on your minds right now should be how exactly are we going to view said Dimensions, simply: By combining Dr. Storms theories and…..

While Reed went on to explain exactly how the machine worked Peter and Gwen were in the back of the crowd talking amongst themselves.

* * *

"Oh my God Peter we are here to see history being made a Machine that can view alternate dimensions…it's unlike anything I've ever heard of" said Gwen excitedly

"I know Gwen I'm exited about the idea as well but there are some questions I'd like to ask like how are we harming our dimensions by accessing these 'stacked' parallel dimensions" said Peter

"That is an excellent question Peter one I myself would like to know the answer too" replied Dr. McCoy who was standing next to them, "I guess once the presentation is over I'd have to ask Dr. Richards myself"

"You know Reed Richards" asked Gwen

"Yes he's one of the many friends I made when I spent my time here at the Baxter Building" said Dr. McCoy with a smile

"That…..would….be a dream come true…..Dr. McCoy" said Peter but as he was speaking he was overcome with a powerful surge from his spider sense that made him feel sick.

"Peter are you okay you look a little green" asked Gwen as she looked at him.

"huh…oh yeah I'm fine Gwen" replied Peter '_No I'm not okay spider sense going haywire…but where is the danger….I don't see anything'_ he thought as he looked around the main lab for the trouble but still not seeing it.

* * *

By the entrance to the main Lab two soldiers that had came with General Ross were standing next to the doors guarding it. The doors open and the Corporal walked through the door.

"Corporal….what are you doing here" asked one of the guards. The Corporal turned slowly to face the two guards and he quickly pulled out two syringes and stabbed them in the neck before they could react.

"You now serve Lord Doom head his call"

"Yes sir…..All hail Lord Doom" they replied together.

* * *

'_There it is again'_ thought Peter still looking around

"Mr. Parker are you alright" asked Dr. McCoy

"Just searching for the restroom my stomach" peter lied

"Well I believe there is one right through the doors that those soldiers are standing next to….but do try to hurry back Mr. Parker"

"I will" said Peter, moving through the crowd and to the door with guards.

"Hey guys just going to the restroom" said Peter attempting to go through the doors, but the Corporal blocked his path.

"No one leaves"

"So says the word of Doom" the two guards chimed in

"Who" asked Peter but was interrupted by clapping.

"NOW LADIES AND GENTLEMEN THE REAL REASON WHY YOU ARE ALL HERE…I PRESENT TO YOU THE GATEWAY" said Reed. The Curtain was pulled away and behind the curtain was a giant Triangle shaped machine, it was situated on a platform right behind the stage. As the people surveyed the machine murmurs broke out again.

"Wow" said Peter looking at the giant machine but then his spider sense went off again. Turning around Peter saw the reason why. Standing behind him was Victor Von Doom complete in his suit of Armor and he was being followed by the soldiers that General Ross brought. Looking down Victor saw that his path was blocked.

"Remove this Pest" said Victor. The Corporal immediately grabbed and yanked Peter out of the way. Victor and the soldiers entered the main lab and made their presence known.

* * *

"WHAT IS THE MEANING OF THIS…SOLDIERS WHAT ARE YOU DOING" yelled General Ross from his spot on the stage. The crowd people turned to see what the General was yelling at. Victor marched up to the stage where General Ross was and delivered a vicious back hand with his metal fist. The blow sent the General tumbling off the stage and to the ground unconscious.

"They are no longer under your control General they only obey me" said Victor turning his gaze back to the remaining five people on the stage: Dr. Storm, Reed, Sue, Johnny, and Ben.

"We meet again and mostly likely for the last time" said Victor menacingly.

"COMPUTER F. STORM PROTOCAL ALPHA!" yelled Dr. Storm.

"Voice not recognized" went the computer.

"WHAT!" said Dr. Storm

"HAHAHA…COMPUTER DOOM SIGMA ALPHA, LOCKDOWN"

"Voice command Accepted Locking down lab" said the computer. The windows and doors to the main lab began to close with thick metal doors, that were designed to withstand large explosions. Peter shaking himself from his stupor saw that the doors were about to close. Thinking quickly he shoved the Corporal into the two guards and they all tumbled out of the lab just as the doors shut close.

"PETER!" yelled Gwen seeing him go through the door.

"SOLDIERS THE NEXT PERSON THAT MOVES SHOOT TO KILL" said Victor

"YES SIR!" they replied cocking their weapons.

* * *

The three soldiers and Peter slid across the ground after the strong shove peter gave them.

'_Made it…..the doors are closed so no one can see me'_ thought Peter as he flipped to his feet, just as the three soldiers rose to theirs. The Corporal pulled out a pistol but Peter was too quick. Peter rushed the Corporal and grabbed his arm he shoved him into the first guard while kicking the gun out of the second guard's hand. Using his momentum and strength he flipped the Corporal over his shoulder and then delivered a powerful kick to the first guard's stomach that made him double over in pain. The second guard recovered and pulled out another gun.

'_spider sense'_ peter without thinking twice jumped in the air and avoided the first shot, while in the air he spun around and kicked the guard in the face hard knocking him out. Landing, Peter ducked a punch from the Corporal and retaliated with an uppercut that lifted the Corporal off his feet and sent him crashing into the first guard who was trying to get up. Peter walking over to the first guard and saw he was still conscious and trying to reach for a gun. Peter kicked him the face, thus knocking him out. Seeing that the threat was over Peter walked to the metal door that separated him from saving Gwen and Dr. McCoy.

'_This door is thick….but I'm pretty sure I can break it down….but if I do that then that maniac in there might tell those soldiers to start killing people…No I need to find the security center and see if I can reprogram that computer…..but there's no telling how many soldiers are wondering around and the more time I waste fighting the more danger Gwen is in…..dammit how am I gonna sneak around here_' thought Peter but at that moment he looked up to see a vent. A vent that may big enough for a person to crawl through.

'_Perfect_' he thought as he looked around and didn't see any cameras or feel anyone watching he jumped to the ceiling and ripped the vent off and crawled through.

* * *

**Main Lab**

"VICTOR WHAT ARE YOU DOING" shouted Dr. Storm angrily

"You know exactly what this is Storm this is Victor Von Doom taking his vengeance against those that dare to disrespect him and this is also where I am taking back my glory and my idea"

"Victor what the hell are you talking about Vengeance…Glory…Idea" said Reed.

"DON'T YOU DARE PLAY INNOCENT RICHARDS YOU KNOW OF WHAT I TALK ABOUT: ALL OF YOU HAVE WRONG ME AND I HAVE TOLERATED YOU BREATHING LONG ENOUGH IT'S TIME YOU ALL KNOW THE CONSEQUENCES OF CROSSING A VON DOOM" shouted Victor as he raised his hand and electricity shout out of his palm and hit Dr. Storm.

"AHHHHHHHHHHHHHHHHHHHHHHH!" yelled Dr. Storm as his body was assaulted with pain. Victor kept the electricity going and increasing it until Dr. Storm started showing signs of burning and scarring.

Cutting off the electricity, Dr. Storm fell with a sickening thud on the ground. His once tan skin was covered with deep black burns, charred skin and smoke was slightly rising from his body.

"DAD!" yelled Sue and Johnny at the same time. Sue and Johnny rushed over to their unmoving father, and tried to feel for a pulse. Some of the people in the crowd screamed as they same what happened to Dr. Storm.

"HE'S NOT BREATHING!" she yelled as she started trying to do CPR on her unmoving Father.

"HAHAHAHAHAHA"

"Victor you're out of your mind"

"QUITE RICHARDS...you're next but before I kill you and your friends I want you to witness my ascension to power!"

"The Hell are You talking about freak show" said Ben

"I'd watch my mouth If I were you Grimm" Victor said menacingly

"What ascension are you referring to Victor"

"Why the Gateway of course" he said as a smile crossed his handsome face, "As you may recall Richards three years ago my idea to access the parallel dimensions were met with distaste….." he started

"You wanted to rip a hole in our dimension" Reed Interjected

"Science requires sacrifice, but nevertheless Dr. Storm rejected my ideas and sent me away to find a better solution. Well during my research I discovered something very interesting. I discovered that in-between our dimension and the parallel dimensions there are pockets of space and in one of these pocket spaces lies vast amounts of cosmic energy"

"Impossible Cosmic energy can only be found in space" Said Reed

"Wrong again Richards….all the energy is right here on earth: Solar, Gamma, Cosmic, Negative its all around us. I believe that when the earth was formed it trapped some of the Cosmic energy from space and its been lying dormant just waiting for someone to take it and harness its power"

"Cosmic energy…..what the hell is this guy talking about Reed" asked Ben

"Ben Cosmic Energy is one of the most powerful and destructive energies known to man It's higher on the scale than Gamma or Solar…..but we've never be able to full understand it's capabilities because Cosmic Energy was only thought to be found in space…..but it appears if we were wrong"

"Wrong indeed Richards Wrong indeed"

"What happens if this guy gets this energy"

"If someone was to harness this energy they would have enough power to…

"RULE THE WORLD….which is rightly fully mine anyway" said Victor.

"Wait you said the Gateway…Oh my God…y-you changed it you altered it….this machine isn't going to view other dimensions…..it's going to harness the Cosmic energy"

"Precisely Richards"

"B-But how….how did you change it without Dr. Storm and I noticing it"

"My intellect far exceeds the both of yours combined that's how Richards….Susan Dear you can stop doing CPR…your Father is Dead" said Victor.

Susan didn't stop, but she knew Victor was right her Father was dead.

"I swear Victor I will kill you for this" she said Looking up at him with tears coming down her face.

"Susan one day you will understand what I've done here and who knows maybe you'll forgive me and maybe even grow to love me" he replied staring her in her eyes

"I'll never love you Victor"

"Never say Never Dear" he said and as soon as he said that he grabbed Johnny by the front of his shirt and lifted him off the ground.

"LET HIM GO!" yelled Susan

"DON"T TAKE ANOTHER STEP BECAUSE IF YOU DO I"LL KILL HIM TOO"

Ben Took a step forward but Victor shot an electrical blast next to his foot.

"I wouldn't do that Grimm you're time is coming but not yet"

"Now Richards you have a choice either turn on my machine or watch these people and Jonathan here die" said Victor "Soldiers when I give the signal kill everyone"

The soldiers lifted their weapons and aimed them at the crowd.

"Time is ticking Richards what will you do"

* * *

**Security Room**

A red clad fist punched the vent off and Spider-Man crawled out. Dropping to the ground he looked around the room and recoiled slightly when he saw a dead man in the corner of the room.

'_Jeez_' he thought to himself '_This_ _Doom guy is one sick puppy….now lets see what he did to this computer'_ he continued as he started typing into the computer to try to decrypt Victor's encryptions.

* * *

**Main Lab**

"Victor you have no idea how that Cosmic energy is going to affect you or our plane of existence you could destroy us all" said Reed as he made his way over to the computer that control the Gateway.

"As I said earlier Science requires sacrifice" he replied as his grip tightened around Johnny

"Ack….ack" Johnny gurgled

"STOP IT!" yelled Susan

"I will as soon as Richards makes his choice"

Reed reluctantly typed a few keys on the computer and the words: BEGIN GATEWAY flashed on the screen. Taking a last look at Victor and then Johnny and then the crowd of people he let out a sigh and pressed enter. The Gateway started to hum softly, but as it began to power up the humming began to grow louder and louder. The lights started to flicker on and off until finally they clicked off. In the center of the Triangle a small blood red dot formed. The blood red dot began to expand and expand until it formed into a large sphere. The sphere burst open and filled the entire Triangle. Victor dropped Johnny as he stared in amazement, he could feel the power of the cosmic energy as his suit started to suck the energy and store it.

"MY GOD…..the stats are off the charts" said Reed as he looked from the computer to the Gateway.

* * *

**Security Room**

"There that should do it"

"Voice command accepted Spider-man" said the Computer

"Excellent" replied Spider-man but his joy was short lived because he looked at one of the video feeds and he saw the machine as it was being turned on.

"Uh oh that's not good" he said while pulling out his cell phone. Flipping open the phone he dialed 911.

"911 emergency response"

"Yeah get over to the Baxter Building Guys with guns are here" he said hanging up the phone.

"Alright now to take care of this Doom guy" said Spider-man as he climbed the wall and entered the vent again and quickly made his way to the Main Lab.

* * *

**Main Lab**

"Beautiful isn't it Richards" said Doom as he stared at the Gateway

"Its dangerous Victor….these stats are off the scale and they are growing"

"Yes… I can feel it as my suit absorbs the energy…..now let's test out just how destructive this power is eh Richards perhaps Jonathan here would like to be the first test subject" said Victor with a twisted grin as he aimed his hand at Johnny.

"NO!" yelled Susan throwing herself in-between Johnny and Victor.

"Out of the way Susan"

"NO!...You'll have to kill me too"

"As you wish" said Victor but before he could fire, Spider-man swung in and kicked Victor with both feet in the chest knocking him off the stage and to the ground with a thud.

"That's enough of that Doom" said Spider-Man

"YOU DARE!" yelled Victor as he rolled over and looked at Spider-man. Victor raised his hand and red energy beam fired from his hand. Spider-man jumped over the blast and landed on the ground.

"SOLDIERS KILL HIM!" yelled Victor. The soldiers turned their weapons towards Spider-man and started to fire. Trusting his spider sense Spider-man dodged the bullets as he they flew towards him. Dashing towards the nearest Solider Spider-man grabbed the gun and delivered a kick to the man's stomach. Spider-Man turned and threw the gun at another soldier's head. Jumping in the air Spider-man fired globs of webbing at the five remaining soldier's gun clogging them. The Soldiers dropped their useless weapons and charged at him. Ducking under the first strike he threw an uppercut, sidestepping a kick he swept the soldier off his feet and then punched him in the face. Firing a web at another's face he pulled on in for a punch to the face. The last soldier pulled out a knife and tried to stab him.

'_Spider sense'_ he thought. Rolling to the side at the last moment he avoided another red beam of energy from Doom, but the soldier wasn't so lucky. The beam hit him and he and glowed red for a moment and then he melted.

'_Whoa watch it spidey….don't get hit by those beams'_ thought Spider-man as he stood and faced off against Doom.

"It's over Doom….the police are on there way"

"So what…they can't stop me and neither can you…I've already acquired enough Cosmic energy to at least rule this continent…..so there is no point to keeping any of you alive….COMPUTER SELF DESTRUCT SCENERIO DOOM COMMAND 7" said Victor

"Voice not recognized" said the Computer

"WHAT!"

"COMPUTER ABORT LOCKDOWN SIGMA SPIDER-MAN"

"Voice Accepted" all of the metal doors began to open and the metal blocking the windows and sky light began to open as well.

"EVERYONE GET OUT OF HERE NOW!" yelled Spider-man. The people wasted no time in hurrying out of the lab.

* * *

"HURRY MS. STACY" yelled Dr. McCoy

"Wait…. what about Peter"

"We will rendezvous with Mr. Parker later right now we must get out of here" said Dr. McCoy as he gave one last look to the people in the lab.

'_I should…NO that part of my life is over I'm a teacher and a scientist not a fighter the most important thing right now is getting my students to safety'_ he thought as he grabbed Gwen by the arm and pulled her along.

* * *

The only people left in the Main Lab now were Doom, Spider-Man, Reed, Ben, Sue, and Johnny.

"I don't know how you did that…" started Victor before he was interrupted.

**BOOOOOOOOOOOOOOOOOOOOOOOOOM! **Doom was interrupted by a giant hole being blasted into the roof of the Baxter Building. Everyone looking up saw eight men in yellow hazmat suits with jet packs on descending into the lab with guns aimed at everyone. Following the eight men was what appeared to be a Giant Headed man with little arms and legs in a hover chair descend through the hole.

"VON DOOM YOU DOUBLE CROSSER" yelled M.O.D.O.K.

"What the hell are you" said Spider-man. The man turned to face him.

"I AM SCIENTIST SUPREME M.O.D.O.K. : The Mental Organism Designed only for Killing and you Arachnid….are my first victim" as he said that a bluish Psychic beam of energy rocketed out of his Skull and hit Spider-man in his chest sending him flying into the wall hard, leaving a dent.

'_Ow'_ thought Spider-man from on the ground.

"VON DOOM TIME TO DIE!" yelled M.O.D.O.K. shooting another psychic blast but Doom countered by firing a cosmic beam. The two beams hit each other and caused a backlash of energy that blew both of the them back, but the backlash hit the Gateway damaging it.

"OH NO!" shouted Reed as he saw a spike in the readings on the computer '_The machine is starting to malfunction'_

* * *

Ben seeing Spider-man getting blasted decided that he was done standing on the sidelines and doing nothing. Using his military training Ben crept up behind one of the men in the yellow hazmat suits. Wrapping his arm around the man's neck he choked the man, until he stopped moving. Letting him drop Ben picked up the man's gun and opened fire on the other men. He shot two of them before they turned and started shooting at him. Ben ran and ducked for cover while still shooting.

Spider-man shaking his head sat up in time to see Ben run for cover. Standing up he sprung into action. Jumping in the air he kicked the first man in the face, spinning in mid air he kicked another one. Landing on the ground he rolled and swept another guy's feet, and he sprung up and kicked the last man in the face with both feet.

Peeking from over his cover Ben inched out and saw Spider-man standing over the unconscious men.

"Classy Moves" said Ben walking over to Spider-man

"Thanks"

"NO! NOOOOOOO" yelled Reed

'_Now what'_ thought Spider-man hearing Reed yell

"Reed what's the problem" asked Ben

"This pocket of Cosmic space that Victor discovered its not void of life and according to these reading if I'm right it means…..it means….."

"What does it mean Reed" asked Ben

"It means that something is trying to come through" finished Spider-Man, looking at the readings on the computer.

* * *

The Gateway started to shake slightly, in the center of the Gateway and black shadow began to grow bigger and bigger until something that resembled a wing burst through the Gateway.

"Oh MY GOD" said Reed.

The Wing was metallic, following the metal wing came a giant metal clawed hand and then and metal clawed foot and then finally a long head pushed through.

"**FIN FANG FOOM IS FREEEEEEEEEEEE**!" the creature yelled. The rest of the creatures body came through the Gateway. Fin Fang Foom resembled a metal dragon. Fin Fang Foom looked up and blew out a destructive stream of fire that blew the entire roof off of the Baxter Building. Spreading it's massive metal wings the creature pushed off the ground and flew away into the sky.

"Dear God…..TURN IT OFF REED!" yelled Susan as she grabbed Johnny and went over to the computer where Ben, Reed and Spider-man were standing.

"I'm Trying Sue…but the portal is self sustaining this is what I was afraid of Victor has essentially ripped a hole in our dimension, which means it's harder to close and there's a possibility that it won't close" replied Reed as he frantically typed command after command into the computer.

But he was interrupted **BOOOOOOOOOOOOOOOOOOM****!**

"I can't think with those two fighting" yelled Reed

"I'll take care of those two you shut this damn thing off before something else comes through" said Spider-man turning and jumping into the Fight between Doom and M.O.D.O.K.

* * *

"YOU DARE CHALLENGE THE MIGHT OF DOOM I CREATED YOU" yelled Victor firing blast after blast at M.O.D.O.K. who managed to avoid and block some of the beams. M.O.D.O.K wasn't without his own trick he kept hitting Victor with his psychic blasts and the last hit managed to damage Victor's armor.

"You May have created me Von Doom…but you are not as smart as you think you are!" M.O.D.O.K. replied as he pressed button on his chair and mini rockets launched out of his chair and towards Victor.

**BOOOOOOM!** One of the rockets hit Victor directly in the chest damaging his armor

BEEP! BEEP!

'_NOOOOO damn it I didn't anticipate this…my armor is too weak….it's taken too much damage…..the cosmic energy is starting to seep out and drift back out of this plane'_ thought Victor as he struggled to stand.

"HAHAHAHAHA How does defeat feel Von DOOM" laughed M.O.D.O.K.

"Hey Ugly" came a voice behind M.O.D.O.K. Turing around he was met with two feet to his nose that sent him flying back and into a wall. The force of the blow broke M.O.D.O.K.'s nose causing red/green blood to run down his nose.

"You miserable Arachnid you broke my nose….I"LL KILL YOU" growled M.O.D.O.K. pressing another button and this time a several thin red lasers started to fire at Spider-Man.

* * *

"We have to blow it up" said Reed with finality

"Whoa is that a good Idea" asked Johnny who was looking at the Gateway

"It's the only way to close the portal and we have to do it quickly because in about another 6 minutes it won't close" said Reed

"YO SPIDEY WE HAVE TO BLOW UP THE MACHINE" Yelled Ben

"HOW!" Spider-man yelled back as he was still dodging the laser beams from M.O.D.O.K.

"How do we do it Reed" asked Ben looking at his best friend

"Well…."Reed started but was interrupted by a loud growling that halted everything in the lab.

* * *

Another large shadow started to form in the Center of the Gateway again. It began to grow bigger and bigger. A giant gray clawed hand came through the Gateway. Next came another gray hand, and then the head. The head was a large gray blob with no eyes but it did have razor sharp teeth. The Creature opened its mouth and its long tongue rolled out and then lifted up. On the tongue was a short muscular man, but his face was deformed, he had dirty black hair, scaly bumpy skin, cracked yellow teeth and red beady eyes.

"BEHOLD MORTALS BOW TO THE MOLE MAN!" yelled the short fellow. Suddenly a red beam of energy shot out and hit the mole man. The force of the blast carried the mole man through the window and down to the street below.

"AHHHHHHHHHHHHH! He yelled as he fell.

"Hideous monster" said Victor rising from his spot on the ground '_DAMN IT that was the last of the cosmic energy' _

"_**MAAAASSSSSTTTTTERRRRRRR**_" the creature hissed and began to struggle and thrash about stretching out the portal.

"QUICKLY WE HAVE TO BLOW IT UP THAT THING IS STRETCHING THE PORTAL WE HAVE 30 SECONDS TO CLOSE IT!" yelled Reed. Spider-man while he was dodging the laser beams, shot a thick patch of webbing in M.O.D.O.K.'s eyes distracting him. Sticking to the wall Spider-man looked down to see one of the soldiers he had knocked out had a few grenades on him. Detaching from the wall he rush over and grabbed two of the grenades. Pulling out the pins he tossed both of them at the Gateway

"EVERYBODY DOWN!" he yelled just as the grenades went off.

Everyone did their best to duck,** KABOOOOOOOOM** **!**

The explosion from the grenades hit the Gateway and blew it apart breaking the machine. The portal began to ripple and flicker and suddenly it expanded engulfing everything nearby which included Reed, Sue, Johnny and Ben.

"AAAAUGHHHHHHHHHH" the four of them yelled as they were bombarded with Cosmic Energy. The portal then shrunk and blew up releasing flames throughout the lab.

"MY FACE!" yelled Victor as one of the flames released hit him square in the face. After a few minutes the flames died down, and no one was moving.

"M.O.D.O.K. to ship get me the hell out of here" he said pain evident in his voice, because he had been hit by the flames as well. A few seconds passed and then there was a sudden green flash and M.O.D.O.K. disappeared without a trace. Victor still in pain and with his hand covering his burned face stumbled to his feet. Pressing a button on his wrist, the rockets in his metal boots roared to life and he rocketed through the giant hole in the ceiling flying away. Spider-man slowly sat up and surveyed the area. The once pristine and beautiful lab was now a complete war zone. Spider-man looking around saw the unconscious form of Reed, Sue, Johnny, and Ben, but before he could go over to them his spider sense warned him.

"EVERYONE FREEZE" yelled S.W.A.T. police officers as they started to storm the lab with their weapons drawn.

Spider-man jumped in the air shot a web and swung through the window that the Mole man was blasted through.

* * *

**2 week Later: Parker House**

Peter was in the kitchen eating his breakfast when a news report on the TV that caught his attention. Grabbing the remote Peter turned up the volume.

* * *

**T.V.**

"_Good Morning New York thank you for joining us on a beautiful Saturday morning, I'm Michelle Burns bringing you up to the minute news around the city. It has been two weeks since the explosion that happened at the Baxter Building. During a presentation the Baxter Building was hosting there was an explosion that claimed the lives of several people, and one of those people were Baxter Building Director Dr. Franklin Storm. There has been no official statement from the new Baxter Building director about exactly what caused the explosion, but the rumor floating around now is that the new director will make a statement in the upcoming week. In other news the vigilante known as Spider-Man is still at large and wanted for questioning. Since his debut Spider-Man has been a subject of controversy for the city of New York with its citizens split right down the middle: some believe he's a hero and other believe he's a menace. It has been hinted that Spider-man was seen at the Baxter Building during the explosion but it's mostly speculation at this point. Also…..wait….wait a minute…..This just in I'm receiving a strange report…..It seems as if a Giant Green scaly Fish monster of some sort has burst through the ground next to the Baxter Building in downtown Manhattan. We now take you to Jerry Chandler who is on the scene live…Jerry…._

* * *

**Downtown**

"_Thanks Michelle not even 2 minutes ago the head and arms of what appears to be a giant fish monster burst through the ground…OH MY GOD…..LOOKOUT!" _yelled Jerry as the monster used it's massive hand to grab a portion of the ground and throw it at the crowd of people.

* * *

**Parker House**

"Peter….Peter are you down there" said Aunt May as she came down the steps and went into the kitchen, but she didn't see her nephew, all she saw was the TV turned up loud, and a half finished bowl of cereal.

"I could've sworn I heard him oh well…I'm really gonna have to talk to him about cleaning up behind himself" she said to herself.

* * *

Swinging high through the air Spider-Man rushed towards downtown Manhattan hoping that he wasn't too late to stop that monster.

* * *

**Downtown**

On top of the Creature was the Mole Man shouting at the people below

"RUN PEST, RUN IN FEAR OF THE MOLE MAN" he yelled. The monster slammed its hand on the ground causing a shock wave to ripple across the ground. The people on the busy streets tried running away but they fell as the shock wave tossed them off their feet. A woman fell to the ground, and the monster raised it's hand again to smash her but as it came down, Spider-Man swung low and grabbed her just as the hand hit. Landing out of the monsters reach Spider-Man let the woman go.

"Thank-You" she exclaimed

"Your welcome now run" he replied. Jumping in the air he shot a web and swung around the creature.

"DIE MORTALS DIE…..KILL BEAST KILL…..TH…." started the Mole Man before he was tackled from behind by Spider-Man. Spider-man slammed the mole Man to the ground and held him there, The mole man struggled but he wasn't as strong as Spider-man.

"YOU!...I remember" said the Mole Man

"Good For you, now stop this thing NOW!" yelled Spider-Man tightening his grip.

"HAHAHAHA NO…..NO won't stop….won't stop Realm belongs to the Mole Man….DESTROY BEAST DESTROY"

Spider-Man raised his fist to deliver a blow but he heard a man yell.

"SOMEONE HELP ME I'M STUCK!" he yelled. The man's legs was pinned under some debris. Spider-Man wasted no time, he tossed the Mole man into the window of a car and jumped towards the man who was stuck. Spider-Man started grabbing and tossing debris off the man's legs.

'_Damn this stuff is heavy'_ he thought while he was moving it.

"BEAST DESTROY MAN SPIDER DESTROY HIM!" yelled the Mole Man. The Monster raised its fist and was about to slam it down on Spider-Man.

'_Not enough time to move it all'_ thought Spider-man as his spider sense started to go off. Just as the hand came down it was blocked by what looked like a clear blue dome. The Monster hit the dome again and again but it didn't break. Suddenly Spider-man heard a yell echo through the air.

"FLAME ON!" the voice rang out and a man made of fire started flying around the monster and shooting flames at it. At the same time an orange shape dropped from the sky and land on the Monsters head.

"HEY UGLY IT'S CLOBBERIN TIME!" yelled the orange rock shaped man as he started pounding on the monster's head.

"The Hell" said Spider-man

"Are you alright Spider-Man" said a voice.

"Who said that" asked Spider-man as he looked around.

"Sorry…still getting used to my powers hold on" replied the voice as the person turn visible.

"Whoa"

"Cool isn't it" replied Sue

"HEY I'M STILL STUCK!" yelled the guy in pain

"Sorry about that…allow me" said Sue as she concentrated and all the debris was lifted off the man by a clear blue dome and moved away.

"How is he" asked Sue leaning down

"His legs are shattered…he needs to get to the hospital immediately or he might lose both his legs forever" replied Spider-man.

"I believe I can take care this" said a voice behind Spider-Man and Sue. Reed stepped up and held out both his hands. His hands suddenly grew and expanded; he scooped up the man in his giant hands, and stretched the top half of his body to the nearest hospital which was about 10 blocks away.

* * *

**Manhattan General**

An ambulance was just about to pull out and go to where the monster was hurting people, when it came to a sudden halt, because the driver couldn't believe his eyes, in front of the ambulance was Reed with the man in his hands.

"This man needs medical attention immediately" Said Reed. The driver looked at the man in Reed's hands and shook from his stupor. Getting out of the ambulance he went to the back and got out the stretcher, he rolled it to where Reed was. Reed gently laid the man down on the stretcher.

"T-Thank y-you" the injured man groaned out.

"Your welcome" said Reed as he retracted his body.

* * *

The Mole man looked at his precious beast and saw Johnny hurl another fireball at it.

"NO…..too many pest…..I must retreat…..retreat for now" he said to himself as he opened a man hole and dropped into the sewers of New York.

* * *

"How are we gonna stop this thing" asked Sue looking at the monster

"I'm not sure yet dear I'm thinking" replied Reed as he returned to his proper size.

"How are you guys doing this" asked Spider-Man

"Long story short The Gateway, when you destroyed it caused the pocket of Cosmic energy to expand slightly and we were caught in the expansion…miraculously we didn't die But our DNA has been radically altered. I can stretch to any size or shape, Sue here can turn invisible and created force fields, Johnny can light himself on fire, and Ben is super strong" said Reed.

"I'm assuming Ben is the guy punching the monster…but why is he orange…..and is he made out of rocks" said Spider-man

"Yes his skin has turned to orange rocks and I've yet to figure out why" Reed responded.

"HEY IF YOU GUYS ARE FINISHED STANDING AROUND TALKING THERE"S A GIANT MONSTER OVER HERE!" yelled Johnny as he ducked a strike from the monster.

"Hold on Johnny…..Reed think of something" said Sue as she created a disk out of her force fields and stepped on it. The disk levitated as she flew into the fight with the Monster. Sue created a force field around a nearby car, concentrating she threw the car at the monster and hit it in the eye.

"Let's Go Spider-Man we have to get in there" said Reed seriously

"Wait Reed I-I think I have an idea on how to stop this thing"

"What is it"

"How hot can Johnny burn"

"Almost to the temperature of the sun"

"Good and Sue can create force fields right"

"Yes but…Oh I see have Sue create a force field around the monster and then have Johnny Burn it up" said Reed

"Now you're catching on…..first we have to get the rest of these people to safety" said Spider-man

"Agreed" replied Reed as he and Spider-man started helping the rest of the civilians from out of the area.

* * *

"TAKE THIS…..AND THAT!" yelled Ben using his powerful rock hard fist to punch the monster. The monster roared and yelled in pain after every hit. The monster started to thrash back and forth with every punch, on the last punch that Ben threw the Monster gave a sudden upward buck that threw Ben off balance and tossed him off the monster's head.

Spider-man had helped the last person to safety when he saw Ben being thrown off.

"AAHHHHHHHHHHHHHHH…OOOMP" yelled Ben as he fell into a spider net. Looking around Ben saw Spider-man swing past.

"Thanks Web head" said Ben in a deep growling voice.

"Don't mention it" said Spider-Man.

"AAAAAAHHHHHHHHHHHHHH" came a yell from Sue as the monster grabbed hold of her force field with her inside.

"SUE!" yelled Reed and Johnny. Johnny flew straight for the monster while throwing fireball after fireball at it. The monster seeing Johnny coming reared its head back and spewed out a thick glob of black tar that Johnny directly in his face.

"AUGH!...MY EYES!" yelled Johnny. The Monster saw that Johnny was stunned for a moment and cocked back it's fist and tried to punch Johnny.

"JOHNNY LOOK OUT!" yelled Sue. Johnny letting the fire he was generating clear his eyes saw the massive fist heading his way and he couldn't dodge it in time. Suddenly Johnny was shoved out of the way by Spider-Man.

"MOVE…Augh!" yelled Spider-man as he shoved the blazing hot Johnny out of the way burning himself in the process.

'_This is gonna hurt'_ he thought as he saw the fist coming for him.

The fish monster's fist hit him **WHAAAM****! **The force of the punch was like nothing he had ever felt before. The punch sent Spider-man flying over several buildings and through two billboards before he painfully crashed into a brick wall and fell into a deserted ally which was about 9 blocks away from the monster.

'_I-I was r-right'_ was the last thought Spider-man had until he slipped into unconsciousness.

* * *

"SPIDER-MAN!" yelled Sue and Johnny

"WE CAN"T WORRY ABOUT HIM RIGHT NOW…BEN FREE SUE FROM THE MONSTER…..JOHNNY KEEP DISTRACTING IT"

"On it" the both replied. Johnny kept flying around and shooting flames at it. Ben took a running start and then barreled into the monster with the force of train. The Monster immediately dropped Sue. As she fell, Reed sprung into action and stretched his body into a slide, which she used to slide safely to the ground.

"Sue create a force field around the monster but leave and opening for Johnny at the top" said Reed.

"Right" She Replied. Closing her eyes Sue concentrated with all her might and a clear blue force field began to form around the monster.

"JOHNNY THE OPENING AT THE TOP….TURN UP THE HEAT!" yelled Reed. Johnny flying high saw the opening and immediately caught on. Going to the opening Johnny held out both his hands and two steady streams of fire began to shoot out.

"Flame on" Johnny said to himself as more and more fire started to pour out and burn the monster. The monster screeched loudly in pain and banged against the force field, but it held strong. Soon the monster's whole body was consumed in flames, the scaly green skin began to turn black and peel off. The thrashing began to happen less and less, until finally it stopped. The monster slumped down unmoving, but the flames kept coming. Reed seeing that the monster was dead told Johnny to stop. Johnny stopped and then flew to the ground out of breath. Sue released the force field and collapsed to a knee with a bloody nose.

"Sue are you alright" asked Reed going over to her.

"I'm fine just a little headache" she said standing up. The four of them made there way to the monster and stood in front of it.

"Nice work kid" said Ben patting Johnny on the back.

"Thanks" replied Johnny still catching his breath.

Suddenly the four of them heard clapping and whistling. Turning around they saw that the people were coming from out of their hiding spots now that the monster was dead. More and more people started to surround the four of them until it was a crowd of people all clapping and cheering. News vans and crews from all across town started to pull up and push there way through the crowd.

"EXCUSE ME….OUT OF THE WAY…HI Jerry Chandler channel 7 news who are you"

Sue nudged Reed forward and he took the hint.

"Hello…..m-my name is Dr. Reed Richards and I'm the new director of the Baxter Building. This is Susan Storm, her brother Johnny Storm and this is my best friend Ben Grimm" started Reed.

"WHAT"S WRONG WITH HIM…WHY'S HE ORANGE…..WHY IS HE UGLY!" yelled several people

"Please…Please I'll explain everything….two weeks ago there was an explosion at the Baxter Building and the four of us were caught in the blast, but instead of dying our DNA has been fundamentally altered. I'm able to stretch myself into any size, shape, or length. Susan can create force fields and turn invisible, her brother Johnny can light himself on fire, and Ben has uncharted strength. Now I don't' know the full extent of our powers, but I will find out"

"That is absolutely amazing…..SO how does it feel to be heroes"

"Well we…." Started Reed but he was interrupted by Johnny.

"IT feels good Jerry, Really Really Good"

"So what will the four of you do now that you have these powers"

"We…." But Reed was interrupted again by Johnny

"What will we do….we are gonna do what anyone in our situation would do we are gonna use our powers for good and save the people that need saving" said Johnny, and his response was met with Cheers from the crowd.

"That's right People we are the new heroes on the block" he continued

"WHAT ARE YOU SUPER NAMES" yelled a person from the crowd.

"Super Names...We're not" started Reed, but Johnny answered again.

"Super names…uh…..uh…..I got it….I'm The Human Torch…..This is...uh...Mr. Fantastic….This is the Invisible Girl….and this is uh…uh…..The Thing"

"Thing" growled Ben

"Girl" said Sue

"THAT"S WHO WE ARE CITIZENS OF NEW YORK: THE HUMAN TORCH, MR. FANTASTIC, INVISIBLE GIRL, AND THE THING AND TOGETHER WE ARE THE FANTASTIC FOUR: THE WORLD'S GREATEST HEROES!" shouted Johnny and the crowd of people began cheering, clapping and chanting their names.

"FANTASTIC FOUR! FANTASTIC FOUR! FANTASTIC FOUR!" yelled the crowd as they embraced their newest heroes.

* * *

**Later that Night**

**SPLASH! **Went the water as it was thrown on Spider-man, waking him up. Groggily opening his eyes and spitting out water, with a few drops of blood in it Spider-man rolled over. Looking up at the sky he saw that it was night time.

'_How long have I been out_" he thought while he tried to sit up.

"Hey you freak there's no sleeping here" yelled the restaurant owner who had poured the water. Spider-man had landed in an alley behind a cheap restaurant.

'_What was it that Daredevil said…..you know your alive If you can still feel pain…..well I'm alive alright…..ow'_ thought Spider-man as he ignored the owner and slowly started to stand up. Walking out of the alley Spider-man turned left and leaned against the glass of a store trying his hardest to ignore the large amount of pain he was in.

* * *

**TV. **

"_And lastly New York you can rest easy knowing that true heroes are protecting you as you sleep. If you've missed it today here's the recap: Earlier this Morning a Giant Monster attacked Downtown Manhattan and it would have killed countless people if it hadn't been for the heroic efforts of: Mr. Fantastic, The Invisible Girl, The Human Torch and The Thing or as they like to call themselves the Fantastic Four. _

* * *

Spider-man turned slightly as he heard the news report. The Building he was leaning against was a T.V. store and there on the large flat screen TV was the images: Reed, Sue, Johnny, and Ben and there was a headline over them and it read: **THE FANTASTIC FOUR: WORLD'S GREATEST HEROES SAVE THE CITY FROM GIANT MONSTER**

'_And no mention of me…..well isn't that just great…..that's just… Fantastic…..ow'_ thought Spider-man as he limped away into the night.

* * *

**End Chapter: Read and Review. I hope everyone enjoyed my introduction of The Fantastic Four, because that is not the last time you'll see them, and I just wanted to introduce them a littler earlier on than later in the story,and If I do decided to write a Fantastic Four Story that goes along with this universe that I'm creating this will be my jumping off point, so I thank everyone for sticking around for their intro. But now we are heading into another villain arch. Now we head into in my opinion one of the greatest Spider-Man villains, the arch nemesis, the rival, the insane, Green Goblin, so until next time…..**

**Next Up: Green is the Color of Crazy **


	14. Green Is the Color of Crazy

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, in fact ALL CREDIT goes to MARVEL AND STAN LEE, I AM NOT making any MONEY off of this story, NO MONEY is being exchanged or handed to me….so Please DO NOT SUE I repeat Please DO NOT SUE….thanks now on with the story**

**Hey everyone I'm back with a new chapter up, remember to Read, Review, but most importantly ENJOY….**

**Ps: On a small side note there is a bit of a time jump, but its not a major jump, in the last chapter it was school time, but in this chapter it's the beginning of summer….I tried changing it a thousand times but I decided to go ahead and do the skip mostly to move the story along, because most of Spider-Man's villains appear when he's about 16 to 17, but he's still 15 in this chapter, I'll let you readers out there know when he changes ages, but anyway onto the story. **

* * *

**Chapter 9: Green is the Color of Crazy**

**Norman Osborn's Office Monday 10:00 am**

Norman Osborn stumbled into his private bathroom in is his expensive office. Going up long mirror over the sink and he stared at his reflection, but it wasn't his normal reflection staring back at him. Norman's reflection had yellow eyes, sharp canine teeth, pale green skin, and a devious smile plastered on his lips.

"Now you listen to me you pale faced goblin I'M IN CONTROL DO YOU HEAR ME!" shouted Norman.

"_**Keep telling yourself that Osborn….I've tolerated being in the background for far too long….your weak Osborn…WEAK!"**_growled his reflection.

"SHUT UP!" yelled Norman cocking his fist back and punching the mirror. The force of Norman's powerful punch shattered the mirror and cracked the wall behind it. But even that didn't stop the taunting and laughing, that echoed around him.

"**HAHAHAHAHAHAHA" **came the heinous laugh _**"Where was this aggression earlier Osborn**_**" **the voice inside his head asked.

* * *

**Flashback 45 minutes ago Oscorp Conference Room**

Walking into the conference office Norman Osborn eyed all of the board members that were invested in his company, but one person in particular caught his attention, mostly because this person was not supposed to be at the meeting or even in the vicinity of his building.

"L. Thompson Lincoln" said Norman venomously.

"Hello Osborn" came Lincoln's reply

L. Thompson Lincoln stood at 6'4 with ghost white skin, his hair was short and pale white, with a slight yellowish tint, he had on a black business suit that showed off his powerful frame. Lincoln gave Osborn a smirk and then sat down in the chair that Norman usually sits in.

"Why are you here" growled Norman

"Why…..Well that's simple Osborn I believe your board members called my office begging for new management and well they offered me a deal that I couldn't refuse" said Lincoln in an amused tone.

"Is this True "asked Norman eyes darting around the table at each board member

"Yes it is Norman…..Lincoln is here because we are merging his company and Oscorp into a single company" said one of the board members.

"Outrageous…this is impossible I'm still head of this company and I have the final say on such a decision" he replied angrily.

"Not anymore ever since you lab explosion a year ago Oscorp has been slowly loosing public supporters and while you've been off sinking you time and energy into your secret science projects we've all been buying up more of the Oscorp stock so now we the board members have the majority stock, we have the majority vote, and have unanimously voted" said another board member

"In other words…Your Out Osborn" said Lincoln

Norman looked at everyone in the room with absolute hate in his eyes. He balled his hands into a fist so tight he drew a small amount of blood from his palms, but he was too angry to notice.

"You think…..you think you can do this to me….do you know WHAT I"VE SACRIFICED TO GET WHERE I AM…..I STARTED THIS DAMN COMPANY AND IT WILL BE A COLD DAY IN HELL BEFORFE I LET ANY OF YOU STEAL IT FROM ME"

"Now Osborn don't throw such a tantrum….losing is apart of life" Lincoln taunted.

"SHUT UP!" growled Norman " Lincoln the only reason why you're doing this is because Fisk isn't here to chase you back into the hole you crawled out of do you really think you can take my company away when he couldn't….. do you really think you can actually beat me"

"I know I can beat you Osborn…..and I have beaten you….you can believe whatever you want to in regards as to why I'm doing this but the fact still remains you company is now mine You have till the end of the day to get the hell out of my building" Said Lincoln staring into Norman's eyes.

"You won't get away with this….I won't let you" said Norman in a low menacing tone.

"_**WE WON"T LET YOU**_**" **came the voice from inside Norman's head. Norman hearing the voice grabbed his head turned and hurried out of the conference room and to his private bathroom in his office.

* * *

**Present**

"_**We could've killed them all right then and there Osborn if you weren't such a baby**_**" **

"I'm not a murder" replied Norman as he struggled for control

"_**Awwwwww still too afraid to get your hands dirty…..Let me take control I'll do it for you**_**" **

"NO! THIS IS MY BODY AND I'LL DO THINGS MY WAY!"

"_**Now you see….that's where you're wrong Osborn this isn't you body anymore…IT'S MINE!" **_

Norman suddenly felt a burning sensation flare to life in his mind, he fell too the ground from the pain and he started shake and violently convulse, foam started coming from his mouth as he rolled on the ground convulsing, until as suddenly as he began he stopped. Lying on the ground Norman's eyes suddenly snapped open. Rising to his feet Norman cracked his neck and straighten his suit, going over to the broken mirror he looked at his reflection in the cracked pieces.

"Free at last…Like I said Osborn this is my Body"

'_What have you done to me' _

"You're trapped Osborn just as I was, I'm taking control of your life from now on and I'm going to show you how a real man is supposed to act"

"_How….how did you do this' _

"What did you think I was doing all this time Osborn…..every burst of anger, every spark of frustration, every feeling of desperation or any negative emotion of any kind only served to make me stronger and this little encounter with Lincoln gave me all the strength I would ever need to seize control of your….I mean my body"

"_NOW YOU LISTEN TO ME YOU GREEN FACED GOBLIN RELEASE MY BODY NOW!" _yelled Osborn

"Oh I don't think so Osborn it's my body and my time now but don't worry I'll take care of all your problems you'll thank me for what I'm about to do Osborn trust me….hmmm Goblin…I like the sound of that" he said as he walked out of the private bathroom turning off the light behind him and ignoring the screams of Norman Osborn.

* * *

**Later that Day: Daily Bugle **

"These photos are crap Parker….what are you doing just hanging the camera by a rope or something"

"Excuse me for trying to stay out of danger"

"CRAP!...CRAP!...and more Crap!" said Jameson as he tossed each photo on his desk, except for two photos that were decent enough for the evening edition.

"What about those two in your hands"

"These are crap also but they are decent enough. Robbie use this one for the evening edition and use this one for tomorrow. Here's the Headline: Spider-Man Dangerous Menace Starts Fire" said Jameson

"Alright" replied Robbie grabbing the photos and leaving the office.

"You do know you're telling the people lies, Spider-man was saving those people from that fire"

"I don't know that…. he could have started it and tried to make himself look like a hero….. who knows he never sticks around for an interview…and another thing kid you stick to taking photos and let me come up with the headlines….now I'll give you 100 buck for both photos"

"Hold on what about 100 for each photo"

"I said 100 for each good quality photo, both of those are crap so you get a 100 bucks"

"170"

"115"

"150" said Peter staring Jameson down. Jameson looked Peter in the eyes for a second and then took out his check book

"Done" he said writing Peter a check for 150 dollars, "Have Brant stamp this"

"Thanks" replied Peter taking the check and heading for the door.

"Hey Parker…..are you doing anything Thursday Evening"

"Not that I know of why"

"I need you to take some photos of a high society dinner party that I'm going to. It's being hosted by L. Thompson Lincoln. Urich is gonna be there as well, writing a puff pieces for the paper and I need a photographer"

"I thought Brock was your go to Photographer"

"He's busy"

"Is there money involved"

"50 bucks" grumbled Jameson

"Make it a 100 and you got yourself a photographer"

"Your starting to piss me off Parker, but fine 100 bucks but you better get some good photos" said Jameson as he wrote Peter another check, "Here…..and wear a shirt and tie and it starts at 8:00 don't be LATE!" shouted Jameson as Peter took the check and walked out of his office.

* * *

Walking out of the Daily Bugle Peter met up with Gwen who was waiting outside of the building.

"So how did it go" she asked

"It went decent enough I got 150 bucks plus another 100 for my services at a High society Dinner party this Thursday night at 8:00" said Peter as he and Gwen walked down the busty street.

"And you said he hated you…..wait is that dinner party being hosted by a guy named L. Thompson Lincoln" asked Gwen

"Yeah…..How did you know that"

"My Dad was grumbling something about it yesterday and this Lincoln wants some extra security"

"Do you know who this Lincoln guys is"

"Nope not a clue"

"Well I guess I'll find out on Thursday"

"Guess so…well Peter you got 150 dollars plus an extra Hundred what are we gonna do today seeing how it's the 3rd day of summer" stated Gwen

"Well Gwen my beautiful girlfriend, first I'm gonna cash these checks and then I'm gonna take you out for a nice lunch any place you wanna go and then I'm gonna get us some tickets for wrestlemania tonight" said Peter

"Sounds like a date" she replied smiling as she and peter walked down the street hand in hand.

* * *

**Later that night**

"P-Please…..please don't do this" begged a man by the name of Lawrence Brown. He was currently being held upside down by his foot and dangling over a building by an unknown figure.

"It was all business…Lincoln threaten me….he said if I didn't' side with him he'd expose my double dealing in the oil business…...please don't kill me it's not my fault it's Lincoln's kill him"

"Hahahahahahah" cackled the figure "Oh Lincoln will die as well of that you can be sure of" the figure continued.

"SOMEONE HELP ME!" yelled Lawrence

"HAHAHAHAHAHA…Happy Landings Lawrence" said the Figure letting go of Lawrence and watching him fall to his death.

"One down" said the Figure to himself as he jumped onto his glider and flew away into the crisp Night sky.

* * *

**Tuesday Night 11:15 pm **

Trevor Lomax entered his massive top floor condo apartment and he was not alone. Following behind him was a dark haired woman in her late 20s.

"Oh my God…you live here" she said as she looked around his apartment.

"Of course my dear" replied Trevor as he went to his cabinet and grabbed two glass and a bottle of champagne. The woman went to the balcony that had a beautiful view of the entire city.

"Wow"

"Beautiful isn't it" said Trevor as he approached his 'guest' with the two glasses filled to the top with champagne.

"Here you are my dear" he said handing her a glass

"Are you trying to get me drunk Trevor" she asked playfully taking a sip.

"Of course not my dear…I'm merely trying to make tonight more enjoyable" he replied drinking from his glass.

"Enjoyable huh"

"Exactly" said Trevor leaning closer.

The woman closed the distance between them and kissed him. While the two were kissing a figure in the distant night sky of the city started to come closer. Trevor hearing the sound of a roaring engine broke the kiss and searched for the noise. Squinting his eyes he could make out a figure on a flying object heading straight for them.

"**HAHAHAHAAHAHAHAHAHA**" cackled the figure as he pressed a button on his wrist controller and the glider he was flying on started firing high caliber bullets. The bullets shredded through Trevor's Condo.

"GET DOWN!" he yelled as he pushed his date to the floor. Trevor and his date crawled on the ground trying to get out of the line of fire from the bullets. The powerful bullets ripped through any and everything in his condo, TV's, couch, refrigerator, stove, everything. After a few seconds that seemed like an eternity the bullets stopped. The figure piloted his glider into the condo and hopped off landing on the expensive carpet with a thud.

"OOOOOOO Trevor come out come out wherever you are" came the figures playfully tone. He walked around the destroyed apartment until he saw a pair of legs sticking out form behind the kitchen counter. Walking around the counter, the figure grinned as he saw Trevor on the ground with 3 giant bullet holes in his legs. Rolling Trevor over the figure squatted down and looked Trevor in the eyes. Gasping for breath Trevor got a look at his attacker he was about 6'2 with a green and purple body suit, he had purple bag around his neck, and he had purple shoes, but what struck fear into Trevor was the mask the man was wearing. The mask resembled a demon, with yellow eyes and a hideously wicked grin.

"W-w-who are you" Trevor gasped out

"Hahahahahah, who I am is not important but the who I know is what you should be thinking about, he doesn't like betrayal" said the figure grabbing Trevor by the throat and lifted him up.

"O-O-sbor.." sputtered Trevor trying to talk

"Shhhhhhhh don't even say his name"

"P-Please….I'll double w-whatever he's paying...my s-safe is o-o-ver there the combination i-s…"

"MONEY YOU THINK I'M DOING THIS FOR MONEY"

"W-what d-o you want then"

"What I want Trevor is you life" said the figure in a giddy tone. The figure reached into his purple bag that he was carrying and pulled out a handle. With a flick a long blade sprung from out of the handle.

"You know there is a name you can call me by Trevor a name you and the other betrayers can talk about when you're in hell…call me: THE GREEN GOBLIN" he yelled plunging the blade deep in the skull of Trevor Lomax and ending his life. Dropping Trevor's lifeless body the Green Goblin let out a sickening laugh while walking to his glider.

"Hahahahahaha 4 down 1 more to go and then Lincoln you and I will have a long overdue meeting" he said hopping on the glider and flying out of the condo, not noticing that Trevor's date was peeking out of the cabinet under the sink in the kitchen.

* * *

**Across Town 12: 10am: Wednesday**

"I SWEAR TO GOD I'M GONNA KILL THIS GUY IF YOU DON"T BACK OFF!" yelled a thug who was holding a store clerk at gun point. He was trying to rob a drugstore but he didn't count on the fact that the clerk pressed a panic button and the police responded quicker than he anticipated. The two officers that responded was rookie cop Officer Pound and 15yr veteran Officer Tate.

"DROP THE GUN!" yelled Officer Pound

"YOU DROP YOURS OR I'M GONNA BLOW THIS GUY'S HEAD OFF" shouted the thug holding the clerk tighter.

"Now son don't do anything you might regret" said Officer Tate trying to defuse the situation.

"Trying to analyze me pig…trying to be my friend…well it's not going to work either you put your gun down now or it's BANG BANG for this sucker" said the thug pressing the gun closer to the clerks head.

"AGH" went the clerk in fright

"Alright….Alright I'm putting my weapon down" said Officer Tate lowering his weapon, "Pound put it down"

"No way, I gotta clear shot, either he puts his gun down or I'll put one in his skull"

"POUND IT'S AN ORDER!"

"Yeah Pound listen to him"

"PUT IT DOWN!" yelled Tate

"Pound you got 3 seconds to put the gun down" said the thug

"1…2….." but the count was interrupted by a web line attaching to the thugs gun and being yanked away.

"3" said a voice.

Looking up both the officers and the thug saw Spider-man sticking to the ceiling. Spider-man shot a web line at the thug and yanked him across the counter and into his awaiting fist. Officer Tate let out a sigh as the situation was diffused he went over to the unconscious thug and cuffed him. Spider-man detached from the ceiling and landed on the ground.

"Thanks" said Officer Tate

"Happy to help" replied Spider-Man "Are you alright sir" he asked the clerk

"Y-yeah"

"FREEZE SPIDER-MAN…..I'm taking you in your wanted for questioning" said Pound aiming his gun at him.

"Are you serious…..and here I thought I just saved a life" said Spider-man

"We had the situation under control you know us…..the cops…..the real heroes"

"POUND! Lower your damn weapon" growled Officer Tate stepping in front of Spider-Man and Pound's gun.

"TATE! WHAT ARE YOU DOING…your standing up for this criminal"

"Pound listen to me you're still a rookie you don't know the difference between a criminal and a person trying to help" said Officer Tate taking pounds gun away from him. Before their conversation could continue their radio's sounded.

"ALL UNITS, ALL UNITS REPORT TO 1718 West Point Manhattan SHOTS FIRED, I REPEAT SHOTS FIRED!"

"We're not far away let's go Pound"

"But what about Spider-Man" asked Officer Pound but when they started to look for him, he had already vanished.

"Where did he go"

* * *

**Trevor's Condo**

Lieutenant Terry Lee stepped into Trevor Lomax's Condo and recoiled slightly. His condo was absolutely destroyed. Bullet holes the size of tangerines covered almost every inch of the apartment.

"Lieutenant over here" said the coroner in the apartment who was examining Trevor's body.

"What do we got" she asked

"Trevor Lomax age 42, blade or some sort of knife to the skull" said the coroner, "Lieutenant this guy pissed someone off something fierce".

"No kidding….any prints"

"No fingerprints, but we do have a footprint"

"Bag him, take him downtown" said Lieutenant Lee

"Bag him, is that really police talk" said Spider-man from his position on the ceiling.

"IT'S SPIDER-MAN" said one of the uniform officers that was in the apartment.

"Whoa Whoa everyone call down" said Lieutenant Lee stepping in.

"But Lieutenant"

"I Said Settle down" she said with a slight edge

Reluctantly the officers did what she said and they settled down but they didn't for one moment take their eyes of the him.

"Thanks" said Spider-man detaching from the ceiling and landing in front of the Lieutenant "seems I can't catch a break today"

"Why are you here kid"

"I was in the neighborhood, heard the dispatch thought I might swing by offer my help"

"If you really want to help you freak Take off your mask" said a random officer.

"Officer….Brice is it" said Lieutenant Lee reading his name tag " Why don't you take a break"

"But…"

"That wasn't a request officer"

Officer Brice looked Terry in the eyes and then he turned and left the condo grumbling to himself on the way out.

"Listen….I didn't come here to make waves, I just wanted to help but it seems I'm not needed so I'm gone" said Spider-man making his way to the Balcony, but before he left his felt a nudge from his spider sense.

'_Danger No…..no danger…but something important I'm missing'_ he thought to himself turning around and looking around the condo.

"Something wrong" asked Lieutenant Lee

"Shhh we are not alone"

Going over to the kitchen, Spider-man followed his spider sense until he reached the cabinet under the sink. Opening the cabinet, Trevor's date was inside holding her knees to her chest and shaking in fear.

"MEDIC GET A MEDIC UP HERE!" yelled Lee

"It's okay you're safe now I promise" said Spider-man in a soft tone holding his hand out.

"Y-y-yellow eyes….y-yellow eyes….." The woman kept repeating over and over.

"Who did this" asked Spider-man

The woman stopped shaking and looked directly at Spider-man

"The…..Green Goblin" she whispered

* * *

Several minutes later the paramedics loaded the woman onto a stretcher and wheeled her out of the condo.

"Green Goblin" said Terry

"Any info on him" asked Spider-man

"No I've never heard of this guy…..this is someone new"

"Well whoever this Goblin character is has to be stopped" he said while walking to the balcony.

"That's for sure" she replied

Spider-man walked to the Balcony but he stepped on something, looking down he saw what appeared to be a bullet casing. Bending down he picked up the bullet casing to get a closer look.

"Quick question do you know what type of gun that was used"

"No not yet I have to get ballistics up here but I don't think they will find any thing I've never seen any weapon like this on the streets that can do this much damage…..from the looks of things whatever hit this apartment came from the balcony and had to be mounted on something…why you found something" she asked.

"Possibly a clue" said Spider-man '_I think I might have found something that I can use to track this Green Goblin guy'_ he thought as he put the bullet casing into his utility belt. Jumping over the edge of the balcony he fired a web line and swung off.

* * *

**Parker Household: 2:45 am Wed**

'_Dammit still nothing'_ thought Peter looking at the images on his computer. Peter had gotten home about 40 minutes ago and the first thing he did was turn on his computer and started searching for an image of the bullet casing he found from Trevor's condo trying to get an idea of what type of weopon that was used, but so far he hasn't found anything. Letting out a long yawn Peter rubbed his eyes trying to stay awake, but he couldn't, laying his head on his desk Peter fell asleep in his Spider-man outfit.

* * *

**That Morning: Oscorp 11:30 am**

"I'm worried about Norman his behavior as of late is starting to become erratic" said Dr. Stevens as she entered into the lab where Dr. Warren was sitting at a counter looking through a microscope.

"Oh God woman you sound like his mother; and another thing why do you keep whining to me about Osborn, when I told you I don't care if he struts around in a pink dress all I care about is his funding and his facilities" snapped Warren without looking up from his microscope.

"Oh yeah well what happens when his behavior gets out of control and it messes with your little project"

"Then we would have a serious problem" said Warren looking her in the eyes

"What are you working on anyway" she asked reaching for the microscope. Dr. Warren grabbed her hand quickly and squeezed

"OUCH!"

"None of you damn business woman"

"But it is mine Warren" came Norman's menacing voice as he descended a set of stairs into the lab, "What are you working on behind my back"

"Nothing I'm merely doing what we agreed, I help you, you help me….ack" started Warren before Norman grabbed him by the front of shirt and lifting him off the ground with one hand.

"We agreed that you work for me…..you do what I say and I say whatever project you are using my money for stops now …..Do I make myself clear" said Norman all the while applying pressure to Warren's wind pipe.

"A…gh…ugh….."

"STOP IT YOU'RE KILLING HIM NORMAN!"

"….." Norman released Dr. Warren who fell to the floor unconscious. Adjusting his suit he walked over to the refrigeration unit. He opened it and inside were dozens of vials of the Oz serum. Taking three of the vials he looked at Dr. Stevens, "When he wakes up tell him that he got off easy, and also by the end of the I want the rest of the vials of Oz destroyed"

"Why"

"BECAUSE I SAIAD SO THAT'S WHY!" shouted Norman who abruptly turned and left the lab, leaving the unconscious Warren in the care of Dr. Stevens who heard Norman cackle as he left the lab.

* * *

**That night: 10:00 pm**

A man walked into a small gun shop that was on the far east side of New York.

"I want to buy a weapon" said a short man in his early 40s walking up to the counter. The short man had brown hair that was balding in the middle of his head.

"Why" asked the owner of the gun shop

The owner had red orange hair on his head, and an orange mustache, he was average height, and had an impressive physique, he was in his mid to late 40s.

"What difference does it make you sell guns I need a gun" said the man angrily

"What is your name" the owner asked not bothered by the man's tone

"Aaron Bose"

"Well Mr. Bose my name is Dugan and I can not sell you a gun" he said

"Why not….I have money" Aaron replied irritated that Dugan wouldn't give him a gun.

"Because Mr. Bose you have the look of a man who ahs been wronged and I in good conscious can not sell you a weapon"

"FINE!...I'll find someone else" he said turning around but before he could leave Dugan called out to him.

"Wait"

"What"

"Whatever has happened in you life a gun is not the answer"

"AND WHAT DO YOU KNOW ABOUT MY LIFE HUH WHAT DO YOU KNOW!"

"I know you are in pain"

"Pain doesn't even begin to describe how I feel…..I have nothing left…..Nothing but my Rage and Anger"

"I understand believe me I do but if you act upon that rage you'll still feel empty and unsatisfied…..what you need to do is cool off you're not thinking straight"

"…"

"Here I'm gonna do you a favor Mr. Bose take this card and call this man and tell him Dugan sent ya" said Dugan handing Mr. Bose a card from his wallet.

"Dr. Leonard Samson…psychologist" Mr. Bose read out loud.

"He'll help you sort out your problems….. I promise" said Dugan as he came from around the counter and lead Mr. Bose out of the gun shop.

* * *

Closing and locking the door Dugan switched the open sign to close. Letting out a long sigh he turned around Dugan was slightly startled to see Spider-Man sitting on the counter looking at him.

"I like how you handled that situation most people would have sold that man a weapon and he would've ended up making a mistake of a lifetime"

"Thanks" replied Dugan who immediately pulled out a gun and aimed it at him, "But I don't like being spied on"

"Hold on quick draw I come in peace" said Spider-Man holding up his hands

"How did you get in here, without me noticing"

"Trade secret"

"Give me a reason why I shouldn't shoot you, because technically I live here and I'm well within my rights to shoot you where you stand for trespassing"

"Because I need help"

"That's for sure you're running around in your pajamas"

"LOOK! There's a murderer on the loose and I'm trying to find him and despite what the papers say I'm the good guy" said Spider-man

"I know kid….I know I'm not gonna shoot ya" replied Dugan lowering his gun "How can I help you"

"You were never gonna shoot me were you"

"No, If you wanted trouble you would've don it by now and plus I get my news from another source and I know you mean well kid…..and a few months ago you saved my ex-wife from that clown at the bank"

"The shocker"

"Yeah him, and in my book that makes you okay"

"Good to know, look yesterday around 11:00 pm a man name Trevor Lomax was brutally killed by a person named the Green Goblin and the only clue I have to this character is this bullet casing" he said holding it up for Dugan to see.

"Oh my Lord" said Dugan as his eyes widened in sudden recognition.

* * *

**End Chapter: Read and Review…..Well I hope you like the start of this Goblin arc, I know a bit of a slow start but next chapter I promise more action, so until then…**

**Next Up: The Green Goblin Strikes**


	15. The Green Goblin Strikes

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, ALL CREDIT goes to MARVEL AND STAN LEE, I am making NO MONEY off of this story NO MONEY is being exchanged, NO MONEY is in my hands, So I ask PLEASE DO NOT SUE b/c I have NO MONEY…..I ask again PLEASE DO NOT SUE….I'm Broke…..thanks….now on with the story**

**New Chapter up: This chapter has more action in it, I promise and remember to Read. Review. And most importantly ENJOY…**

* * *

**Chapter 10: The Green Goblin Strikes**

"So let me get this straight…this is a bullet casing from a special type of military weapon" said Spider-man looking at the casing.

"That's what I just said kid"

"But I've looked up all military bullets on the net and this bullet casing never once showed up and I've been to 5 different gun shops in the area and they've never seen a bullet like this"

"That's because no civilian would know about it, that bullet casing is from a set of special bullets used for very sensitive black ops mission in the government" said Dugan in a matter of fact tone.

"You mean like….. assassinations"

"Sensitive Government missions Kid….use your imagination"

"I'm not a kid"

"Sure"

"So what is this Goblin character doing with high class military bullets only used for black ops and where would he get it from"

"I would say the black market but I know for a fact that isn't possible so this Goblin guy must get it from the source"

"The source….where is that"

"Don't know….and even if I did I couldn't tell you…..you know loose lips sink ships"

"Let me guess you're ex military and if you talk C.I.A or the guys in black will swoop in"

"Something like that…..actually I'm ex C.I.A., N.S.A, and I'm on a sorta semi vacation of a special task force and they are kinda paranoid"

"Wow"

"Yeah"

"So if you don't know where this guy is getting the weapons from then how am I supposed to find him"

"Simple kid….the victim…..peel back the victim's life find out why someone would want him dead"

"How am I supposed to do that"

"That's for you to find out kid" said Dugan smiling

"Thanks…..for all the help, Mr. Dugan"

"Dum Dum"

"What"

"You can call me Dum Dum all of my friends do which ain't many….but like I said you saved my ex-wife"

"It was no problem Dum Dum" replied Spider-man as he got off the counter and went to unlock the door. Walking out of the gun shop Spider-man shot a web and swung away.

"Good Luck Kid" said Dugan watching him swing off.

* * *

**10:45 pm: Downtown Manhattan**

An attractive brunette woman closed her cell phone as she walked out of her lawyer's office. She walked outside and felt the calm gentle night time air sweep across her cute face that had a frown upon it.

_'That's the third time someone has called my phone and hung up' _she thought to herself as she descended the stairs in front of the building. Seeing her limo parked out front the woman walked to it and her driver opened the door for her.

"Thank you Thomas"

"Your welcome Ms. Loweman" replied the Driver closing the door and then getting into the car.

"Where to Ms. Loweman"

"Home Thomas"

"Yes Ma'am" said Thomas who started up the limo and drove down the busy street, not knowing they were being followed by a figure in sky.

Driving on the road Thomas the driver checked all his mirrors before he switched into the fast lane on the crowded highway. Checking his mirrors again Thomas saw something strange in his left mirror. Several orange objects were flying straight towards the limo.

"Oh My…." Thomas started to say before the orange pumpkin bombs struck the limo blowing it up. The burning limo rolled, tumbled and smashed into the other cars on the road causing a massive pile up of cars on the highway. Over all the fiery destruction a hideous laugh could be heard.

* * *

**NYPD Precinct: 2:00 am **

"What do we got Terry" asked Captain Stacy as he entered his office and sat down in his chair.

"Another three homicides within the last three hours" she replied

"Do we have a suspect"

"Yeah….some new crazy calling himself the Green Goblin"

"How do you know its him" asked the Captain looking at some of the reports and photos that Terry had brought in.

"The eye witness, Trevor Lomax's date: Candy is what she calls herself gave us a detailed description, and with that murder on the highway today, some people say they saw a man in a green and purple suit on a flying machine, it's gotta be him"

"Christ…I thought I saw everything but this…..you said three murders in the last three hours…..This Goblin moves like lighting"

"And he strikes like thunder…..the brutality of these murders….Rebecca Loweman blown up, Robert Parsons strangled by the Goblin's bare hands, Carl Strom disemboweled, I mean his intestines were literally on the ground I wanted to throw up" said Terry

"That's not all either" came the voice of Spider-man who entered the office through the window.

"Kid you can't just come in when you feel like it" said Captain Stacy"

"I have some more info on the Green Goblin" replied Spider-man ignoring what the Captain Stacy said.

"What is it" asked Lieutenant Lee

"Remember that clue I found at Trevor Lomax's condo"

"Yeah"

"Well the clue was this bullet casing" said Spider-man taking out the bullet casing and placed it on the desk

"A bullet casing" exclaimed Captain Stacy picking up the casing "Why didn't you turn it over to us"

"Because I'm still investigating it"

"DAMN IT KID! IT CALLED TAMPERING WITH EVIDENCE IT'S A CRIME NOT TO MENTION IF WE DO GET THIS GUY HE COULD POSSIBLIBLE GO FREE!"

"Look we'll worry about all that later alright…right now we have to find this murdering psychopath"

"So you found a bullet casing" said Lieutenant Lee

"Not just any bullet casing it was a military bullet, used for Black ops missions, so secret there's no record of it on any civilian database"

"Where would he get something like that"

"I don't know but I do know that this Green Goblin is well connected"

While Spider-man and Captain Stacy were talking Lieutenant Lee was looking at the picture of Robert Parsons. The reason being is because she finally remembered where she had heard his name before. She then looked at the pictures of all the victims and then the bullet

'_Oh my…..I-I-I think I might know who did this'_ she thought to herself

"TERRY!" yelled Captain Stacy

"Wha…..yes Captain" she replied snapping out of her stupor.

"Do you have any idea what the connection between the victims and the Goblin"

"Umm…so far the only connection is that all of the people who were being targeted were suits. High Class big wigs who owned stock in several businesses across the U.S." she said.

**Ring! Ring!** went an alarm in the building.

"SHOTS FIRED SHOTS FIRED OFFICER DOWN, AT 12th and BROADWAY" came the dispatch.

"Let's go" said Captain Stacy as he and Terry both headed for the door. Spider-man headed for the window. Jumping out of the window Spider-mana swung off to the shooting.

* * *

**At a rundown Bar : 2:30 am**

"Hey BARRY! Another 2 rounds!" shouted an angry looking man from his stool.

"Gargan, Don't you think you've had enough" said the Bartender " I think you've had enough"

"Yeah well who asked you huh…NOW POUR THE DAMN DRINK!" replied Gargan curtly.

MacDonald 'Mac' Gargan was a small time crook working for a lesser known crime boss named Louis Zemir. Mac had been recently released from Riker's on good behavior after a 7yr stretch for armed robbery. First thing he did after he got out was look up his girlfriend and three kids, but to his shock she didn't wait for him like she promised. She had moved on and married some lawyer and she had a restraining order on him, so he wasn't even allowed see her or the kids. Feeling betrayed Mac made his way to his old drinking place and started to drink his pain away. The Bar Mac was at was owned by his boss Louis, and when he heard that Mac was getting out of prison he threw him a little party, all he could drink. After two drinks Louis had to leave early on business meeting leaving Mac and five others in charge of the bar while he was gone.

"That's it I'm cutting you off Mac"

"Listen you prick I said….." started Mac before the door to the Bar was kicked open.

**WHAAAAAAAAAM! **Went the door, the glass shattering on impact. A tall figure strolled in dragging what looked to be a body with him, and a bag over his shoulder.

"Hey this is a private place of business GET OUT" shouted Barry the bartender. The figure looked at the bartender and with his piercing yellow eyes, held up his gloved hand and a thin orange laser beam shot out of his index finger and hit Barry right between the eyes killing him. The five other guys in the room drew their guns and aimed at the figure, who didn't do anything but laugh. While all of this was going on Mac kept on drinking.

"Hahahahaha is that any way to treat your new boss" he said

"New Boss" the guys repeated

The figure threw the body he was carrying into the light to reveal Louis Zemir, who was no longer with the land of the living, considering he had a broken neck.

"Jeez….Boss, okay you green faced freak tell me why shouldn't we kill you" said one of the guys.

"Because I have what you need" he replied throwing a bag on the ground next to Louis's body. One of the guys bent down and opened the bag to see it fill to the brim with money.

"There's got to be at least 100grand in here"

"And there's more where that came from, but only if you work for me"

"We're in…this is more money than we ever made with Zemir" said the guy who opened the bag.

"Good, now we have a lot of work to do….s….

"Who are you" came Mac's voice from the bar.

"Are you deaf or are you stupid I said I'm your new boss" came the Goblin's reply. Hearing the Goblin call him stupid made Mac grab the bottle of liquor he had and smash it on the edge of the counter leaving a jagged piece in his hands.

"GARGAN CALM DOWN!...Sorry boss he doesn't like it when people call him names"

"AWWWWW is he sensitive" came the Goblin's teasing reply.

'SON OF A BITCH!" yelled Gargan charging at the Goblin with the shard of glass. The Goblin saw him coming and simply stepped to the side while grabbing Gargan's hand and flipping him over. The Goblin applied pressure to Mac's hands making him drop the shard of glass. The Goblin stepped on Gargan's throat.

"Guah!" went Gargan as he started gasping for air.

"PATHETIC! ALL OF YOU!" shouted the Goblin looking at each of them with his piercing yellow eyes "You spend your nights drinking and waiting for some big score…..wasting your lives away for absolutely no purpose"

"A-and I-I suppose you have a better way of l-iving" Gargan struggled to say.

"As a matter of fact I do…I have a vision for this city for the world actually and instead of sitting of my ass and dreaming about it I'm being proactive and making my vision into reality and the six of you are the first step, so the choice is yours Gargan…help me and possibly live up to your potential as a human being or die" said the Goblin in low voice applying more pressure to Gargan's neck

"N-Not much of a c-choice" Gargan struggled to say.

"Perhaps but it's the only one you've got"

"F-F-ine I'm….we're in"

"Good" replied the Goblin taking his foot off Gargan's throat, "Now we must make a stop"

"Where are we going" asked Gargan rubbing his neck

"To get the six of you jobs" he replied laughing loudly while walking out of the bar.

* * *

**Thurs: 9:00 am: Outside Osborn Mansion**

Lieutenant Terry Lee pressed the door Bell on the door.

'_I've been up all night….maybe I should've stopped for coffee'_ she thought to herself ringing the door bell again. Stepping away from the door Lieutenant Lee started to walk back to her car.

'_He's not here…but this is a helleva hunch that I have…..maybe I'm wrong…..or maybe I'm right….and If I'm right the smart thing would have been to bring back up'_ she thought while walking away, but then the front door screeched open. Turning around she slowly approached the opened door.

'_Defiantly should've had back up'_ she thought while drawing her weapon and pushing the door open and entering the mansion.

"Hello!...I'M LIEUTENANT LEE OF THE NYPD AND I'M COMING IN" she yelled while waking further into the mansion. Looking around with her gun drawn she didn't see anyone inside, going over to the stairs she was about to go up but then, she stopped for a moment because she heard soft laughing echoing throughout the mansion.

'_Defiantly should have brought back up'_ she thought reaching into her jacket for her cell phone.

"HAHAHAHAHAHA" came the laughter but this time it was right behind her. Whipping around quickly she pointed her gun, but it was knocked away from her hand, and across the expensive carpet. Taking a slight step back Lieutenant Lee came face to face with the Green Goblin. Towering over her the Green Goblin lowered his head.

"Don't you know curiosity killed the cat" he said. Lieutenant Lee threw a punch but it didn't affect the Goblin one bit. She then tried to throw a kick but he blocked it all the while laughing at her efforts. The Goblin grabbed her by the front of her shirt and lifted her to his eye level.

"Now Now no more of that Ms. Lee"

"GO TO HELL FREAK!"

"You first" replied the Goblin rearing his back and then head butting her hard knocking her out.

"You might come in handy…..so I won't kill you now" said the Goblin carrying her up the stairs, over his shoulder.

'_Hmmm….where there's one cop there are many….no matter I'll just have to make a few adjustments to my plan and you my dear are my insurance'_ he thought with a devious grin on his face.

* * *

**12:00 Afternoon Thurs: Peter and Gwen**

'_What is the connection…..find the connection'_ thought Peter.

"PETER!" yelled Gwen waving her hand in front of his face.

"Huh….I heard you Gwen….I-I was listening" stumbled Peter

"Yeah right" she replied. Peter and Gwen were a the coffee bean having lunch.

"What did I say then" asked Gwen in an irritated tone

"You said that you…..uh…..have…to wash your hair"

"Nice one Parker….no I said I'm going to visit some of my friends out in California next week, so we only have a few more days to spend together"

"Oh I'm sorry Gwen…..I just zoned out for a moment, so you're going back home to visit some friends"

"Sort of…you know something Peter this has been happening to you all year, you're always tired….you're always late I mean later than usual, you keep zoning out like there's something else on your mind, not to mention you keep pulling the disappearing act on me, your Aunt, and Harry and MJ…Peter what's going on with you"

"Nothing Gwen really" said Peter '_Except I go out every night in a spider costume beating up bad guys'_

"Somehow I don't believe you"

"…Look…Nothing is going on…."

"Peter you do know that my Dad's a cop and he taught me how to spot a liar from a mile away right "

"…."

"Do you trust me Peter"

"Gwen"

"Do You Trust me….simple question yes or no"

"Yes I-I do but…I can't tell you" said Peter looking away.

"So there is something…why can't you tell me"

"Because I can't alright"

"Can't or Won't"

"Look Gwen….. I trust you I really do, and when the time is right I promise I will tell you everything"

"But that time isn't now"

"…..no" said Peter softly looking down at his half eaten burger. Gwen let out a sigh and the rest of their lunch was eaten in complete silence.

* * *

**That Night, 8:30 pm: Ballroom New York Convention Center**

**Kitchen**

"HEY IDIOT!...What are you doing the guest are out there waiting take them their drinks!" demand the manager.

"Did you just call me an idiot" asked Gargan who was holding a tray full of Champaign and had on a waiter's outfit.

"You're the only idiot I see in here who ain't workin" replied the manager. Grinding his teeth Mac Gargan reluctantly walked into the crowded Ballroom with the tray. The Ballroom was filled with New York's high class society people, people who had more money than they will ever need in a life time. The elites as they like to call themselves get together a few times out of the year to discuss various things mostly about how they can make more money or how much money they do have.

* * *

Spider-Man shot a web line and swung around a building and landed in a shadowed area on a roof across from the convention center. Taking off his back pack Spider-Man opened it to reveal a nice white shirt, black pants, a tie, and his camera. Not seeing anyone around he took off his mask and started to put the clothes over his costume. A few minutes later Peter Parker crossed the street and made his way up the steps and into the Ballroom, which was filled to the max.

Taking out his camera Peter started taking pictures of everyone he saw.

'_So this is High society'_ he thought to himself making his way through the crowd, looking for his boss J. Jonah Jameson.

"PARKER!" yelled Jameson

'_Well that wasn't hard'_ thought Peter.

"You're late…..here take a picture of me and the mayor"

"Yes sir" he replied taking the picture.

"Good now listen up Parker…..go find Urich and stick to him like glue and take a picture of everyone he tells you to…Got it"

"Got it"

"Good" said Jameson as he turned around and went to mingle further into the crowd.

* * *

"So Hammerhead is it, what can you tell me about L. Thompson Lincoln's warehouse on 15th and Washington"

"Urich is it….Get Bent" came Hammerhead's reply as he brushed past Ben Urich and left him standing there.

"Can I quote You"

"Well you certainly have a way with people"

Turning to his left Ben looked to see who was talking to him.

"Yeah my wife says the same thing, Parker right"

"The one and only Mr. Urich"

"Call me Ben…..why are you here"

"JJ wanted some photos of this shindig and said I should stick to you"

"You can try kid…but don't hold your breath"

"Trust me Ben sticking to you won't be a problem for me" said Peter with a knowing smile.

* * *

**1 hour later**

"So this is high society" said Peter snapping another picture while he was following Ben Urich.

"No this is what high class criminals look like celebrating" replied Urich in a hushed tone.

"What" said Peter stopping in his tracks. Ben turned around and then looked around and saw that no one was paying attention to them. Ben took peter by the arm and lead him off to the side to where they would be out of ear shot.

"How old are you Peter"

"15"

"Good age….I remember when I was 15 simpler times, but then I grew up. Peter here's some important info for you. The majority of people in here are shady, money obsessed, backstabbing criminals, disguised as businnes men and women, there are only a few in here that are actual legitimate business people that generally want to help people"

"Are you serious"

"Yep"

"why don't the police arrest them or do something"

"One word: Evidence. You need evidence Peter, plus add in the fact these people donate money to the police, schools, and everything else this city needs to keep it running smoothly...no one wants to rock the boat" said Ben

"So what we just let them have their way"

"Pretty much…but there are some exceptions mostly when someone steps too far out of line then the higher ups take action"

"So I'm working for a criminal"

"Who Jonah….ha no J. Jonah Jameson is alot of things but he is not one of these people I can assure you….he's…just keeping up appearances"

"Why"

"Money talks….some of these people have stock options in the Bugle, plus Jonah can't fund the Bugle by his own bank account he needs a little bit more backing, so every now and again he has to show up to these events show his face smile and hope to nab a few investors, but also while he's doing that he's gathering info of his own, who's legitimate and who's not, whose shady and whose squeaky clean"

"How does he do that" asked Peter looking at Ben who simply smiled and then pointed at himself and then at Peter.

"Us….but.."

"Peter didn't you notice our pattern….look" said Ben pointing at Jameson talking a Chinese man in a black business suit, "When Jameson pats whoever he's talking to on the back that tells me that he or she is someone we need to investigate for the future, something about that person is not sitting well with Jameson. So five minutes after Jameson leaves we go up ask a few questions…..

"And I snap the picture so we have something to use in our investigations later…..that's ingenious" replied Peter following the logic.

"Damn right….I couldn't believe he came up with something like that either"

"But it's also very dangerous"

"Very, very true" replied Ben as a sudden dark look crossed his face

"Sounds like you know from experience" said Peter

"Yeah….I do…..but that is a story for another day" said Ben giving peter a look that clearly said change the subject.

"Okay…..uh….wait hold on if this is so dangerous why am I here"

Chuckling Ben replied " I can only think of two reasons why Jonah picked you and the first is because I can't stand Brock the kid has a big mouth, he pisses me off something fierce and the second reason is because you're a freelancer photographer, if push came to shove and Jameson was asked who was that kid taking the pictures, he could say I don't know who he is just some kid I hired off the street…;.he's not on my payroll"

"Thus putting me out of harms way….nice"

"Yeah now come on it's been five minutes" said Ben leading Peter over to the Chinese man Jonah was talking to.

"Good evening…I'm Ben Urich from the Daily Bugle and you are…."

"My name is Li, Martin Li" said the man.

* * *

L. Thompson Lincoln stepped up on the stage in the Ballroom and addressed the crowd.

"Hello everyone and welcome to my party, I hope you've been enjoying yourselves. We are here again to celebrate another year of being visionaries and philanthropist, using our hard earned blessings of being wealthy to help those that are not as fortunate as we have been. I am proud to say that Lincoln incorporated has just signed a deal that will help build apartment complexes for single parents at a low and feasible amount". Lincoln's speech was interrupted by clapping.

"Thank you thank you… but that's just one of the many pet projects that my company has in store for you this year, but I won't bore you with the specifics, I'll let you get back to drinking all of my Champaign" said Lincoln ending his speech with a joke that everyone laughed at. Stepping off the Stage Lincoln went back to mingling into the crowd of people.

* * *

**During Lincoln's Speech**

In the back of the crowd a slight beeping noise started. Mac Gargan looked at his watch, and then searched with his eyes for his companions; they too were looking at their watches. Sitting his tray down on a table Gargan went back into the kitchen with his companions following behind him.

* * *

**Kitchen**

"HEY YOU IDIO…." Started the manager when he saw Gargan, but Gargan pulled out a knife and stabbed the manager in they heart. The manage fell with a thud

"I hate it when people call me names" said Gargan while grabbing the body and dragging it to the freezer, and throwing the lifeless body inside and closing the door. Going to his locker Gargan opened it and took out a briefcase, opening the briefcase Gargan took out 6 syringes filled with a solid green liquid.

"Is that it" asked one of the guys coming up behind Gargan.

"Yeah there's one for each of us" said Gargan handing them each a syringe.

"Wait where did the Goblin say to stick this thing"

"In the neck" replied Gargan placing his syringe to his neck. Looking each other in the eye they each stuck themselves and pressed down letting the green liquid into their blood. The reaction was instant, Gargan could feel his muscles start to stretch and double in size, the same was happening to the other guys. After a minute or two the changes stopped and they were able to move.

"That Goblin Freak was right….look" said one of the guys as he made a muscle "I've never had guns like these before….even when I was weightlifting"

They each started to test their new abilities by picking up things in the kitchen they knew that were usually too heavy. One guy picked up a refrigerator. But their happiness was broken by Gargan who punched a hole in his locker, catching their attention.

"Shut up…..you guys know the plan let's get too it" said Gargan taking his clothes off.

* * *

"What a load of shit" said Ben once Lincoln finished his speech.

"Why is that Ben" asked Peter looking at him.

"You remember how I told you how most the people in here are criminals in suits well there's the biggest of them all next to Wilson Fisk" said Ben in a hushed tone to Peter

"Really"

"Yeah….Peter listen not many people know this but L. Thompson Lincoln has gone by many names: The Albino Killer, The white handed strangler, and my personal favorite the one that gives me nightmares…..Tombstone"

"Tombstone"

"Not so loud Peter" said Ben looking around "Yeah Tombstone. As a gifted investigative journalist you develop contacts and one of my contacts recognized Lincoln and told me all about his sordid past" whispered Ben.

"But if he's as evil as you say how can he parade himself around like this, how does a guy named Tombstone become L. Thompson Lincoln, a asuposed Philanthropist" Peter whispered back.

"What's been the theme of tonight's festivities Peter; MONEY, Money talks kid. One day Tombstone got tired of being a hitman so he upgraded, killed the right people and paid the right people off and then boom Tombstone's gone and out pops L. Thompson Lincoln"

All the while Ben was talking Peter was taking photos of Lincoln as he walked around laughing and talking to different people.

'_The arrogance…well Tombstone its time you met…..uh oh spider sense'_ thought Peter looking around for the trouble.

"Uh Ben I'll be right back my stomach is killing me" said Peter walking away.

"Hurry back" was Ben's reply. Peter using his spider sense tried to pinpoint where the trouble was coming from. Carefully walking around Peter found himself in front of the door that lead into the kitchen, pushing it open slightly Peter's eyes widened, because of the gun that was pointed in his face.

"Goin somewhere kid" said the guy pointing the gun at him

"This isn't the bathroom my mistake" said Peter backing away quickly.

The six guys stormed out of the kitchen through the door. There were wearing green and purple outfits, they were carrying automatic weapons and the thing that stood out the most was that their faces were painted green and hair painted orange. One of the guys let a few rounds go off in the air, causing everything and everyone in the ballroom to stop.

"ALL RIGHT YOU RICH BASTARDS HANDS IN THE AIR" yelled Gargan aiming his weapon, "NOW!" he yelled again firing more rounds. The second round of shots scared everyone out of their stupor, because they all slowly raised their hands.

"Okay Boys like we were told cover the exits, kill anyone who moves" said Gargan. The guys started to spread out to the exits with their guns aimed at the crowd.

"L. Thompson Lincoln step forward"

"I hope you know what you are doing" came Lincoln's deep threatening voice as he stepped forward and faced Gargan.

"Of course I do I'm doing this" he said punching Lincoln in the face, but instead of hurting Lincoln he ended up hurting his fist.

"Argh" growled Gargan shaking his fist in pain, "My hand….what the hell… is your face made of steel"

"That's the least of your problems now" said Lincoln

"Shut up….you don't scare me…..I'm supposed to give you this" said Gargan reaching into his purple pants and pulling out a medium sized circular orange disk and gave it to Lincoln.

"What the hell is this" he asked taking the disk, but he got his answer when suddenly several identical orange disk shot through the glass skylight of the convention center and attached to Lincoln's body, and delivered painful electric shocks.

"ARGGHHHHHH" yelled Lincoln as the electricity coursed through his body. Falling on the ground Lincoln groaned painfully.

**CRRRRRRRRRRRAAAAAAAAAAAAAASH!** Was the sound as the rest of the skylight was blown open in a shower of glass. The Green Goblin on his glider entered the ballroom and flew around cackling the whole time.

'_Got to find a way out of here'_ thought Peter as the Green Goblin flew low and hopped off the glider and landed on the ground with a thud.

"HAHAHAHAH L. Thompson Lincoln…..we meet again" he said while walking over and squatting down to look Lincoln in the eyes.

"I-I've….n-ever….seen you before" Lincoln struggled to reply as he attempted to get up but another shock from the disk made him fall back down.

"Maybe not as I am now but our paths have definitely crossed" said the Goblin grinning.

**BANG! BANG! **Two gun shots rang out. The Green Goblin turned around and saw Gargan's gun smoking and him standing over a man in a suit

"He moved" Gargan replied. The Goblin looked around the ballroom and smiled a sick smile.

"Where are my manners….Good evening you rich scum allow me to introduce myself I am…" but before he said his name Peter took the chance and made a mad dash for the kitchen door. A nearby goon of the Goblin fired but he missed.

"GET HIM!" yelled Gargan to the goon. The guy took off after peter into the kitchen.

* * *

Peter rushed into the kitchen and immediately started looking for an exit, but then the door opened and the goon tried to shoot him. Peter dodged the bullets and dashed at the goon, grabbing the gun he tried to yank it away but the goon was stronger than he looked. The goon head butted Peter and kicked him in the stomach. Peter skidded back a few steps and the goon aimed his gun at him again. Peter dove to the side just as he fired. Peter grabbed a nearby pot and threw it at him hitting him in the face. Peter rushed him again and then jumped and kneed him the face, knocking the guy down. Peter grabbed him by his shirt and using more of his spider strength punched him face, knocking him out. Peter turned and saw another door that he could exit through. Letting the guy go he made his way over, but just as he neared the door his spider sense went off turning back around he saw the goon shakily stand and aim his weapon at Peter

"Time to die kid" he said through bloody teeth

"You first" came a voice . The goon turned in time to see a man in a pin stripe black and blue mob suit charge head first into him. The force of the hit made him crash into the freezer and leave a large dent. The newcomer walked over and grabbed the goon and started to head butt him over and over gain.

"STOP!" yelled Peter. The man gave one last hit and he stopped and straighten his suit. Peter rushed over to the downed goon, and checked his pulse.

"He alive barely….what the hell was that"

"That was me saving your life kid you should be grateful"

"Who are you"

"Call me Hammerhead"

"I think you went overboard"

"Whatever kid listen get outta here I'll handle this" said Hammerhead going over to the kitchen door entrance and peeking through the small circular window to see the situation.

"We need to call the police there are guys with guns….."

"Yeah kid I know I heard the commotion, while I was outside smoking…..listen you call the police they should be here by Christmas…in the mean time I'm going to handle this because Hammerhead don't run from no one" he said while he crept out of the kitchen and into the ballroom.

'_Damn it'_ thought Peter as he went through the emergency exit in the kitchen. Peter left the building and found himself in an alley. Jumping up and clinging to the wall he climbed to the top. Taking off his clothes he revealed his Spider-Man costume he put on his web shooters, gloves, and mask. Pulling out his cell phone he dialed 911.

* * *

**Ballroom**

"PETER!" yelled Ben, but before he could take a step a thin energy beam came from the Goblin's index finger to Ben's foot stopping him in his tracks.

"Ah ah don't move" said the Goblin menacingly.

"As I was saying I am the Green Goblin"

"What do you want freak" growled Lincoln

"Why Lincoln I want what anyone who has been wronged wants….Justice" said the Goblin pressing the button again sending another shock to Lincoln.

**BANG! BANG! BANG!** 3 shots rang out and each of the three shots hit one of the Goblin's goons in the head.

"How's about a bullet in the head you green freak…..now let em up" said Hammerhead with his gun aimed at the Goblin.

"Ah…The Bodyguard….Gargan handle this". Gargan tried to shoot him but his weapon was empty.

Tossing the gun aside, Gargan using his new abilities made a dash at hammerhead. Hammerhead started shooting but Gargan dodged each bullet. Closing the short distance between them, Gargan took a swing and punch him in the face, which only served to break his hand, and make Hammerhead angry.

"MY HAND!" yelled Gargan in pain. Hammerhead smiled slightly and then leaned back and head butted Gargan as hard as he could. Gargan fell like a ton of bricks on the floor. The remaining Goblin goons jumped into the fight, one of them grabbed hammerhead around the neck. The other two jumped on top of him trying to pin him down. Gargan recovering from Hammerhead's attack and rose to his feet. He looked up and saw Hammerhead was struggling against the other goons, taking a step forward he was about to join in but he was yanked backwards and thrown into a wall. Rolling over and then standing up he turned just in time to receive two feet to the face by Spider-man. Spider-man sprung off of Gargan's face and shot a web line at one of the goons onto of Hammerhead and pulled him off. Hammerhead reached for his dropped gun and grabbed it. He shot the goon on top of him in the chest and then he shot the other one in the stomach. Rising to his feet Hammerhead was about to shoot the one Spider-man had tossed but his gun was pulled away by a web.

"What the hell are you doing….you didn't have to kill them"

"Yes I did"

The Goblin seeing his plan unravel reached into his purple bag that he had strapped across his chest and pulled out a pumpkin and threw it at hammerhead and Spider-man.

'_Spider sense'_ Spider-man kicked Hammerhead in the chest sending him flying back and then he jumped out of the way, just as the pumpkin flew into view and exploded. The force of the blast tossed Spider-man back into a wall.

The Goblin reached into his bag again and got out two more pumpkins and started tossing them into the crowd of people. The Goblin hopped onto his glider, and started tossing more and more pumpkins, cackling the whole time. The people started scattering and running trying to dodge the explosions. A pumpkin bomb hit a support beam, causing it fall. Ben Urich looked up to see the beam about to crush him when Spider-man dove and tackled him out of the way.

"You alright"

"No….but I'll live…you gotta stop that maniac"

"Tell me something I don't know" Spider-man replied. Shooting a web line at a nearby table he yanked it and spun it around and threw it at the Goblin. The Green Goblin saw it coming and dodged it, looking at Spider-man the Goblin tossed a pumpkin bomb at him. Spider-man shot a web at it and tossed it back at him. The bomb blew causing the Goblin to start spinning out of control. The Goblin righted himself just in time to receive a fist to the face from Spider-man.

"Oomph" grunted the Goblin. Spider-man flipped in mid air and landed on the Goblin's back wrapping his arm around the Goblin's throat.

"Land this thing" he said applying pressure

"As you w-ish HERO" replied the Green Goblin as he made his glider take a sharp dip that almost threw Spider-man off his back, but he held on. Spider-Man started applying more pressure tried to choke the Goblin into submission, the Goblin started to see black spots, so he stepped on the pedal of his glider making it speed up. The Goblin started flying straight for the wall, and at the last minute he turned and rammed Spider-man into the wall leaving a dent. The Goblin then elbowed him in the stomach as hard as he could. Grabbing the stunned Spider-man, The Green Goblin punched him in the face and then threw him to the ground.

'_Ow_' thought Spider-man as he hit the floor.

'_Miserable pest…my plans are ruined'_ thought the Goblin as he rubbed his neck, looking around he saw Spider-man start to stand and he also saw Lincoln trying to rise to feet '_Or maybe not'_ . Flying low on his glider the Goblin grabbed Lincoln by the foot and hoisted him in the air with one arm, still flying low the Goblin grabbed a red headed woman by the arm, who was trying to help a woman lift some debris off of her husband.

"AHHHH LET ME GO YOU BASTARD" she shouted beating her fists on his arm trying to get out of his strong grip.

"Not just yet my dear…..HEY HERO….LETS TAKE THIS OUTSIDE" taunted the Goblin as he flew upwards and through the sky light with Lincoln in one hand and the red headed woman in the other.

'_Damn it'_ thought Spider-man shaking his head and then shooting a web and swinging through the sky light hot on the Goblin's trail.

* * *

The Goblin was cackling as he zoomed on his glider through the crisp night time sky.

'_This guy is fast I'm falling behind'_ thought Spider-man swinging behind the Goblin, _'I've go to catch up'_ shooting another web line he swung on it did a mighty swing off of the web and aimed the next web at the Goblin's glider, which connected and pulled Spider-man along.

* * *

"Are you afraid my dear"

"Of you no….but your breath is killing me" she replied bravely even though she was scared out of her mind.

"Funny girl….lets see how funny you are when you're 5,000 feet in the air" he growled as he made his glider take a sharp turn upwards, flying higher and higher into the sky.

"Whoa…Whoa" yelled Spider-man being dragged along.

Looking behind him he saw Spider-man hanging on by his web.

"HEY HERO HOW YA DOING DOWN THERE…hahahahaahah" taunted the Goblin " Well my dear you wanted to be let go so…bye" he said tossing her away.

"AHHHHHHHHHHHHHH" she screamed as she plummeted through the sky and to the ground.

"NOOOOOO" shouted Spider-man diving after the falling woman.

* * *

"Now it's just me and you Lincoln" said the Goblin

Lincoln who was playing possum decided to act, while the Goblin had him upside down, he cocked his fist back and punched the Goblin in the groin.

"ARGH" grunted the Goblin letting Lincoln go. Lincoln grabbed the glider so he wouldn't fall, and then while he was hanging on he grabbed the Goblin's foot and yanked him off the glider sending him falling through the air. Suddenly the Goblin's glider started beeping loudly and then it moved on its own; taking a dive which almost threw Lincoln off. The Glider dived through the air after the Goblin who was stilling falling.

* * *

Spider-man free fell after the woman but she was falling too fast for him to catch up. Thinking quickly he fired two web lines that connected to the woman's sides. Spider-man pulled himself towards her.

"GOTCHA!" he said as he grabbed her "Now for an easy landing"

**CLICK! CLICK!** went both his web shooters indicating he was out of webs

"THAT DIDN'T SOUND GOOD!" yelled the woman

"ITS NOT!" Spider-man yelled back as the ground started to become closer and closer

* * *

The Goblin's feet connected to his glider and he was once again in control. Lincoln was now hanging onto the front of the glider. The Goblin getting a sick idea changed the direction of the glider to a large building.

"Let's play a game Lincoln…..who can stay on the glider the longest" he said just as he flew through the buildings glass window using Lincoln's back as a battering ram.

* * *

"HOLD ON!" said Spider-man while lifting his shirt and reaching into his utility belt for a web cartridge. Taking the cartridge he quickly put it into his left web shooter and fired a web seconds before he and the woman hit the ground. Swinging low then back high into the air Spider-man landed on a nearby roof.

"That was a close one…you should be safe here" he said taking out another cartridge and putting it into his right web shooter.

"Are you sure" she asked, Just then glass could be heard shattering. Looking up the Goblin burst through a glass building and soared over head.

"I'm relatively sure" said Spider-man firing a web and swinging after the Green Goblin again.

* * *

"HAHAHAHAHAHA….Well Lincoln you survived round 1 but let's see how you do in Round 2" said the Goblin as he flew towards a brick wall. As they flew closer towards the brick wall Spider-man suddenly landed on the Goblin's back and threw off the glider's balance and trajectory causing the edge of the glider to chip the side of the wall, making the glider spin and spiral out of control. The spinning glider crashed through a billboard sending, Lincoln, Spider-man and the Green Goblin flying off the glider and falling to the ground below.

Lincoln was lucky enough to fall onto a rooftop shed denting it, but otherwise escaping unscathed. Spider-man was falling to the ground, but he reached out to a nearby wall and stuck to it stopping his fall completely. The Goblin wasn't as fortunate as Lincoln and Spider-man. His glider was damaged and it wouldn't fly so he kept falling, on his way down to the ground he hit the side of a building then a fire escape, and then a trash bin denting it and finally he hit the ground painfully.

Spider-man landed on the ground and started walking towards the downed Goblin who at that moment started to laugh despite the pain he was in.

"Heh….heh…so you're the Spider-man the city has been talking about…you were taller on TV" said the Goblin as he spit out some blood, while painfully rolling over to his side.

"I'm taking you in Goblin"

"Not today boy"

"We'll see" replied Spider-man grabbing the Goblin by the front of his costume.

"Yes we shall boy….we shall see if you really are a hero…you have two choices"

"The hell are you talking about"

"Double Jeopardy Spider-man either you can bring me in or you can save her" he said pulling out a wallet from his bag. Spider-man took the wallet and flipped it open and his eyes widened in shock.

"Where is she"

"Clock tower west Manhattan…..better hurry her time's almost up hahahahahahahaha" taunted the Goblin.

Spider-man gave the Green Goblin a punch across the face and then jumped in the air and swung off.

"…..We'll meet again Spider-man….of that you can be sure" said the Green Goblin spitting out some more blood and then standing up and limping down the dark abandon street.

* * *

Lieutenant Lee struggled against her restraints that had her tightly bound to a chair. In front of her was a table with a bomb on it and a timer that had 25 seconds left on it.

'_Can't let it end like this…..tied up watching a timer click down to one'_ she thought while struggling.

* * *

Spider-Man swung as fast as he could across New York City determined to save Lieutenant Lee.

'No way I'm letting her die….there it is' he thought seeing the Clock tower coming into view. Crashing through the window next to the clock Spider-man saw the Lieutenant tied up in a chair and a bomb on the table that had 15 seconds left on it. Rushing up to her he took her gag off her mouth, and then looking at the bomb.

"DO SOMETHING QUICK" she yelled

"I'm trying….shut up and let me think"

**9…8…7…6…5…4...3**… The clock kept ticking down. Using his spider sense Spider-man pulled a blue wire that was sticking out and the timer stopped with 1 second left on the clock. Letting out a long sigh Spider-man walked towards Lieutenant Lee.

"Cutting it close aren't you kid" she said while Spider-man broke the chains holding her.

"I'm here ain't I" he replied helping her up

'_SPIDER SENSE'_ Spider-man thought urgently. Grabbing the Lieutenant he ran to the window and jumped out just as the room erupted in an explosion that leveled the clock tower and the set building next to it on fire.

* * *

**End Chapter: Read and Review. Hey folks I hope you enjoyed the beginning of the Green Goblin arc because he's going to be showing up again real soon. Anyway on a side note this chapter took me soooo long to type I don't why it took me so long, but I got through it and I really hoped you guys enjoyed it, but enough of my rambling at least until next time…**

**Next Up: Plans in Motion**


	16. Plans in Motion

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, all credit goes to MARVEL AND STAN LEE, I am in NO WAY making any MONEY off of this story, NO MONEY is being exchange nothing is in my hands, so I ask politely PLEASE DO NOT SUE…..I ask again PLEASE DO NOT SUE….thanks, now on with the story **

**Hey its me back with a New Chapter up: Read, Review and Enjoy**

**Ps: I Thank you for all of the reviews so far, I'm pleased that everyone is enjoying the story ,and I hope everyone continues to enjoy it and for the reviews to keep coming ,I always like to hear what you readers out there are thinking, now onto the chapter….**

* * *

**Chapter 11: Plans in Motion**

**3:30 am: L. Thompson Lincoln's Place**

L. Thompson Lincoln barged into his private office still in his ripped suit from the attack by the Green Goblin. Hammerhead entered the office after his boss trying his best to calm him down.

"Boss calm down"

"CALM! CALM! I'LL BE CALM WHEN I HAVE THAT GREEN FACED FREAKS HEAD ON A PLATTER!" shouted Lincoln as he started to pace his office " CALL EVERYONE, EVERY HITMAN UNDER OUR EMPLOYMENT AND PUT THE WORD OUT THAT ITS OPEN SEASON ON THE GOBLIN 2 MILLION DEAD OR ALIVE"

"Anything else boss"

"Yeah I'm docking your pay"

"What….why"

"Why didn't you put a bullet in that freaks face"

"I was about to when Spider-man showed up and got in the way"

"And he did your job for you …perhaps I should pay him instead of you"

"But boss you can't do that"

"Your dismissed Hammerhead….get out of my sight" said Lincoln with no room for arguing. Hammerhead balled up his fist, but he ultimately turned and left Lincoln's office leaving Lincoln by himself, in deep thought.

'_Perhaps I should think about seeking out this Spider-man's employment he could prove to be a valuable asset in the future'_ he thought as he sat down in his chair and put his hands together.

* * *

**3:45: Hospital**

"10 stitches, mild burns, and 2 bruised ribs"

"Yet it could be worse"

"How could it be worse Terry"

"I could be dead George"

"Good point" replied Captain Stacy, who was sitting in the chair next to Lieutenant Lee's bed. While Spider-man did arrive in time to save her and disarm the bomb, the bomb had a fail safe on it, and it ended up blowing up anyway but luckily she and Spider-man managed to escape.

"How many"

"How many what"

"In the explosion, I passed out as soon as the bomb went off…..were there any deaths"

"Thankfully no deaths, but a few injuries, but it could have been worse if the kid hadn't been there"

"That seems to be our new catchphrase, If it wasn't for the kid" joked Terry as she shifted in her bed.

"Better than the old one right; only if we would've have gotten there sooner"

"Ten times better" she replied

"Okay Terry now that we've broken the ice with small talk, lets talk about the elephant in the room"

"What are You.."

"Terry don't try it okay, I used to be your partner… why you didn't call for back up if you had a lead on the Goblin"

"Because I wasn't sure…it was just a hunch… a hunch that paid off I guess"

"Where did the hunch lead you"

"You're not going to believe me, but my hunch led me to….."

* * *

**Osborn Manor: 4:00 am**

Norman Osborn pulled off the Green Goblin mask and vomited blood in his expensive toilet.

'_**Well Osborn you wanted you body back hahahahaha"**_laughed the Goblin from inside Norman's mind

"Oh God…..the pain….what the hell did you do to me" groaned out Norman

"_**We had a nasty fall Osborn**_**" **

"I think my ribs are broken"

"_**Stop your whining you'll heal soon enough, We have more important matters to attend to**_**" **

"L-ike….what you abomination" replied Norman still spitting out blood.

"_**Like ensuring my empire and my first recruit should be experiencing horrible pain right about now….how about we go ease his pain heh**_**…" **cackled the Goblin

* * *

Knock! Knock! Knock! Went a fist as it banged against a door to a modest house.

The door cracked open and a brown haired woman could be seen through the screen door.

"Mac what the fuck are you doing here its 4:00 am….and what part of it's over don't you get" she said in a irritated tone

"Michelle….l-et me in please….i'm..in pain please"

"Absolutely not…Do you think I forgot what happened the last time I let you in, if you're in pain go to the hospital"

"MICHELLE OPEN THE DAMN DOOR!" he yelled but then he broke out into a violent fit of coughing.

"Go to hell Mac….and I'm calling the cops" Michelle replied slamming the door closed. Mac banged on the screen door one more time before he took off down the street. The enhancer drug the Goblin gave him had worn off shortly after his defeat at the hands of Spider-man. The after effects of the drug were not pretty, he was vomiting every five minutes, he had a severe headache to the point where he had passed out 2 times already, and his broken hand was ten times more painful than it had been when it first got broken. The cops had shown up at the convention center, but he was able to escape, and he needed a place to lay low, and the first place he decided to go was his ex-girlfriend's house but that proved to be a bad idea. Having one other option he started to make his way to a safe house where the Green Goblin told him to go if the plan went south.

Arriving at the run down motel complex, Mac Gargan went to the room with the number 402, lifting up a rock, he retrieved the key that was under it, and then opened the door. The motel was simple, a bed, bathroom, TV, and a phone. Closing the door Mac stumbled to the bed feeling another headache coming on, he collapsed on the bed unable to stand. As he laid in the bed his eyes started to close and the last thought on his mind before he passed out was that he shouldn't have trusted the Goblin.

* * *

**8:00 am; Penthouse- Stark Towers**

The red haired woman that Spider-man had saved, stepped off the elevator and into the massive and expensive penthouse. She was greeted by a man in his mid 50s who had on a butler's outfit.

"Good morning Miss Potts, shall I alert Mr. Stark"

"NO that won't be necessary Jarvis I can do it myself" she replied walking further into the Penthouse. Going towards the bedroom she punched in a code on the door and it swished open to reveal a large bedroom, complete with a king sized bed, and a large window that overlooked New York, and one of the wealthiest men on the planet Tony Stark. Tony was sprawled out on his king sized bed, along with two beautiful women and a few empty bottles of wine.

Pepper Potts shook her head a little at the sight of him and then went to the curtains of the large window and opened them all the way letting in the sunshine, which stirred the three people in the bed. Groaning and looking up and around Tony's eyes made contact with Pepper's

"Time to get up Tony" she said with a slight edge in her voice that meant she wasn't playing.

* * *

**Few Moments Later**

"Ladies I had a wonderful time and I'll be sure to call you….bye" said Tony as he pushed the two models out of the penthouse and closed the elevator doors quickly. Turning around Tony let out a sigh and took a good long look at his friend, confident, and secretary: Pepper Potts. She was a gorgeous woman, she was about 5'10, long light red hair, tan skin, green eyes, freckles on her face, and she was slim but not extremely skinny. While Tony was checking out Pepper she was doing the same to him. Tony Stark was a handsome fellow, complete with being tall about 6'1, dark hair, black eyes, and a mustache, he was physically fit, a genius inventor, and it didn't hurt that he was wealthy.

"I know that look"

"What look"

"The I'm pissed at Tony Stark look"

"Now why would I be upset at you Tony"

"That was my next question Pep" said Tony walking to his refrigerator and getting one of his already made martinis that he had Jarvis make for him every morning.

"Could it be because you left me by myself at that disaster of a gala, so you could sleep with two bimbos"

"No Pep that's not why I left you there, I left you because you're a better judge of character than I am and I would've ending up getting in the way of your judgement, plus I had some Iron Man issues to deal with, and by the way those girls aren't bimbos they are aspiring actresses" replied Tony taking a sip of his martini. "Damn….Jarvis!...Excellent Martini"

"Thank you sir" replied Jarvis from Tony's bedroom

"Well good for them" said Pepper sarcastically

"Why was it a disaster, did Lincoln hit on you again"

"He didn't get the chance to, some psycho calling himself the Green Goblin showed up and started killing people"

"WHAT!" yelled Tony putting his martini down

"Yeah he took Lincoln and I hostage"

"What…why didn't you call me…I could've been there with the Iron man in a minute"

"Well Tony when you're falling from a 5, 000 feet in the air it's kinda hard to concentrate"

"FALLING FROM 5,000 FT…..how did you survive" asked Tony sincerely, and going over Pepper and gently putting his hands on her shoulders

"Spider-man showed up and caught me, before I fell and he fought the Green Goblin" said Pepper walking away from Tony, "Thank God he showed up….I thought I was actually going to die"

"Pepper I'm sorry I wasn't there I-I….."

"I know Tony you were preoccupied…..but it's okay…I'm alive and everything is fine, you have a meeting with the shareholders at 10:00 you need to get dressed" said Pepper as she started for the elevator "I'll be in the lobby waiting…..Jarvis It was good seeing you" she said entering the elevator

"You too Miss Potts" replied Jarvis just as the doors closed, leaving Tony and Jarvis in the room.

'_Great Job Stark…..blew off the gala and Pepper almost dies'_ he thought to himself as he went and picked up his martini and gulped the whole glass. Going over to his TV he turned it on and the first thing he saw was a news report about the Green Goblin's antics the night before.

'_I should have been there….why wasn't I there' _thought Tony as he looked at the news report

"Mr. Stark where shall I put these" asked Jarvis holding up two thongs that belonged to the models.

"Put them in the drawer Jarvis you know the drill" Tony responded curtly, angry at himself.

"Its full sir"

"Make another one Jarvis"

"Very well sir" said Jarvis going back into Tony's room. Tony turned up the volume to the news report and continued to listen.

* * *

**Silvermane and Sable**

"Daddy we have a problem" said Sable walking into her father's study. Silvermane was busy sketching an image on a note pad.

"Schultz talked" responded Silvermane not looking up from his note pad.

"Yeah, but not to the cops, but to the Kingpin…..I just got word….apparently Fisk beat Schultz within an inch of his life" said Sable sitting in the chair in front of her Father's desk.

"This changes nothing, I still have control of the three families, plus a few new acquisitions I have in the works, So Schultz was useful" replied Silvermane still not looking up from his note pad.

"What I don't get is why the hell is Fisk still in the country….I mean I saw him get on a plane and leave"

"Sable Fisk has spent years hiding his identify as the Kingpin, so faking leaving the country is nothing" said Silvermane

"Daddy he's gonna come after us, he gonna come with everything" she said looking at her father.

"I hope that's not fear I hear in you voice Sable"

"It's not fear Daddy….I'm just concerned….if it came down to it right now could we go to war with Fisk and win"

"We could but it wouldn't do us any good, we would exhaust all of our resources, thus leaving ourselves open for take over"

"This is all that spider guy's fault if he hadn't showed up Fisk wouldn't have known it was us that sent Schultz"

"Calm down Sable…like I said this changes nothing….finished" said Silvermane putting down the pencil in his hands.

"What are you working on Dad"

"Sable I knew Schultz would talk the moment he was caught so I've been working on something for the coming war that's inevitably going to happen" he said picking up the note pad, and giving it to his daughter.

"What is it….it looks like a robot"

"I call it the power suit, Its an exoskeleton, a suit of armor that I'm going to wear, It increases my strength ten fold, I'll be stronger and faster than I've ever been…I'll be unstoppable".

"Nice" she replied while looking at the design " I want one"

"Give that to the Tech boys downstairs, tell them I want this suit complete ASAP, I want them working around the clock and all of my designs are to be followed down to the T and there is no room for error..make sure they understande that" said Silvermane seriously.

"Okay" said Sable getting up from the chair and heading for the door.

"Sable"

"Yes Daddy"

"We're going to get through this….I promise" Silvermane said reassuringly

"I know Daddy….we always do" she replied walking out of the study.

* * *

**Across town: 12:00 afternoon**

New York City is one of the biggest and largest cities in the world. The city has everything from small buildings to giant skyscrapers, too many to even count, especially in Manhattan. In the Northern Expensive section of Manhattan, there stood a skyscraper. It was tall and had many windows. The sign in front of the building read: Ferman and Birch Law firm. The building had at least 50 floors, but the first 20 were actually lawyers in offices. The other floors were filled with men and women in suits that carried weapons, but what everyone in the entire building had in common was that they were all under the employment of the man that was on the 50th floor looking out of the window: Wilson Fisk aka The Kingpin.

The top floor was an open space filled with all sorts of gadgets and monitoring equipment that he used to control his reach around the world and to ensure that no one could trace anything back to him. In the center of the room was an overly large desk. It was from that desk that The Kingpin controlled his criminal empire; in fact the whole building was dedicated to that exact purpose.

While Fisk was looking out of the window Bullseye strolled in and made his way to the desk, and sitting down in the lavish chair.

"I am not pleased" came the irritated voice of Fisk

"If I was in your shoes I wouldn't be either" replied Bullseye sitting at the desk and twirling a knife.

"Is that your idea of a joke Bullseye" asked Fisk turning slightly

"Just simply stating facts Boss Man...The world now knows who you are...all of this shit in here did you absolutely no good...what else oh yeah everyone is making a play for the title of Kingpin...not to mentinon you got outsmarted by the devil and the spider, things are not looking good Boss man" he replied tossing his knife in the air and catching it "So what's the plan now"

"The plan now is to wait and let all the players make themselves known; Silvermane has already made his move, no doubt he knows I know it was him that sent Schultz…..Lincoln is making a play for Osborn's company"

"Why would he do that"

"Osborn's company is on the up and up because of the government contracts, by securing Osborn's company he gets the money…..thus having an extensive money increase"

"That's two...any other heavy hitters you suspect to make a play"

"Yeah Tons but Silvermane and Lincoln are the only two major threats as of now...…..but no matter they will fall for challenging me of that you can be certain" said Fisk turning to face Bullseye

"What about the Devil and the Spider"

"Oh those two are at the top, but that is a matter I'll have to address once I return"

"Goin Somewhere"

"It appears that my activities as the Kingpin have attracted some international attention. It seems they are impressed with my reach in money and contacts, and they believe I can bring a certain usefulness to their organization. I shouldn't be gone longer than a week and 1/2 "said Fisk

"Who's in charge while you're away"

"That's why you're here and what I wanted to talk to you about….my wife Vanessa...she should be here soon she already knows what to do while I'm gone…..your job is to protect her"

"Babysitting…..I don't do Babysitting…I need to kill someone"

"In due time Bullseye…..I need you for this Vanessa has a strange way of attracting trouble…..and plus there's a bonus in it for you"

"Fine" he growled out

"Good….now tell the limo to pull around….I have a flight to catch" he said turning back to the window in time to see Spider-Man swing past on a web.

'_Soon Spider-man…very soon'_ thought Fisk with a slight frown upon his face.

* * *

**In the Air**

'_I'm late…..DAMMIT…..Swing faster…I'm still a little sore from that fight with the Goblin…I'm gonna kick his ass next time I see him'_ thought Spider-man swinging through the city. Shooting a final web Spider-man let go and landed on the roof of the Manhattan Mall. Opening an air vent Spider-man crawled through the vent and to the men's restroom. Taking off his back pack he put on his street clothes and exited the restroom in a hurry, running to his destination.

* * *

Peter ran through the crowded Mall desperately trying to reach his destination. While He was running he turned a sharp corner and almost ran into a cute brown haired girl, his age.

"HEY WATCH IT JERK!" she shouted at him

"Sorry in a hurry" he said over his shoulder, while he continued running.

"You see Jubilee this is exactly why I hate coming to the City sometimes" said the girl to her friend.

"Come on Kitty, stop being so uptight…its good to get out of the institute and Westchester every now and then" said Jubilee, "Come on there's a clothes shop ahead we gotta check out before we leave"

* * *

"PETER!...OVER HERE!" yelled Gwen waving to Peter from her spot in the small crowd. Peter seeing Gwen, went over and gave her a quick kiss.

"Hey am I late"

"Yeah, but that's alright you're just in time to see Mary Jane's last performance" Gwen replied. A few weeks ago Mary Jane had told Peter, Gwen, and Harry about her interest in acting and theater, she had joined a theater group, and on weekends they would perform certain parts out of plays and this weekend was Mary Jane's first performance.

"There she is" said Peter pointing her out "Wait where is Harry"

"Where else…..backstage….Now Shhh…she's on" said Gwen as Mary Jane took front and center stage.

* * *

**1 hour later**

"Oh My God…Mary Jane was….was"

"Good is the word you're searching for Gwen" said Peter as he and Gwen stood off to the side waiting for Mary Jane and Harry to come from backstage.

"No better than good Peter she was amazing…I never thought"

"Yeah…..same here….look here they come" .

Harry and Mary Jane emerged from behind the makeshift stage and made their way towards Peter and Gwen, who were waiting for them.

"Hey guys" said Mary Jane

"Hey MJ you were great"

"Thanks Pete…hey were you late" asked Mary Jane

"What…MJ….how could you think I would be late on a special occasion such as this"

"Gwen"

"Yeah he was late"

"Traitor" joked Peter looking at Gwen.

"haha…..It's okay Peter as long as you saw some of it"

"Mary Jane it was awesome I mean I was never one for theater….but you blew away all of my expectations"

"Thanks Gwen…..Harry said the same thing"

"I told you Mary Jane they would all agree" said Harry

"Come on guys I'm starving let's go to the food court"

"Good Idea MJ" replied Harry

* * *

While they were walking to the food court, Harry and Mary Jane were a few steps ahead of Gwen and Peter and they were in a deep conversation.

"Hey Gwen….is it me or …."

"Are MJ and Harry totally into each other…..yeah I noticed"

"Wow this is a strange development….MJ and Harry….when did that happen" "

"This past school year don't you remember and it's been like that since I met you guys or haven't you noticed..."

"No…..I've been a bit busy"

"Busy is that what you call it…..because to me it's like you're a ghost" said Gwen. Peter slowed down and then he stopped completely, he turned to face Gwen and he looked her in her eyes.

"Look Gwen…..I "

"No Peter listen I'm sorry I was so pushy yesterday I-I"

"No its okay…I understand where you were coming from but its just that…."

"You'll tell me when you're ready" she finished for him

"I promise I will tell you when I'm ready …the truth Is I'm still trying to figure this thing out myself"

"But when you do figure it out"

"You'll be the first person I tell everything to" said Peter reassuringly

"I better be, if you know what's good for you Parker" she joked. The two resumed walking again and as they neared the food court they could see Harry and MJ at a table talking. Pushing their way through the crowd and going towards their friends, Peter suddenly got a slight nudge from his spider sense. Just then a fat man tripped and his tray stacked full of food went flying straight at Peter. Peter casually stepped out of the way avoiding the food.

'_Whoo that was a close one'_ thought Peter turning around to see where the food went. The food had hit the cute brown haired girl and her friend that he almost ran into earlier, and they both wiped the food away from their eyes and then glared at him.

"Uh…..Hi again" said Peter with a smile

* * *

**At the Table**

"Hi…I'm Mary Jane"

"How's it hanging…..I'm Harry Osborn"

"Nice to meet you…I'm Jubilation Lee, but I like Jubilee much better"

"Pryde…Kitty Pryde"

Jubilee and Kitty were the same age as Peter and his friends, Jubilee was about 5'6 had dark hair as was of asian descent; she was wearing a pink shirt, blue jean shorts and a yellow jacket. Kitty was about 5'5 and had brown hair; she was wearing a blue shirt, blue jeans, and a grey jacket.

"You know Kitty you have some pepperoni in your hair" said Harry pointing to a red pepperoni sticking out.

"Thanks..Harry was it" replied Kitty brushing her hair with her hand; "But it wouldn't even be there if it wasn't for this guys over here" she said pointing at Peter.

"You're blaming me…..I'm confused how is this my fault"

"You dodged the food and let it hit us…without so much as a heads up and you almost ran us down earlier"

"You say that as if I knew you were behind me….which I didn't….and I apologized for almost running you over, like I said I was in a hurry"

"I guess it's true what they say Chivalry is dead….because a real man would have taken the hit and would have had a smile on his face and you would've bought us lunch as an official apology"

"I am buying you lunch"

"No Gwen is buying because she's the one that offered"

"How do you think she's paying" responded Peter

"Kitty, tone it down a bit" said Jubilee calmly "you have to forgive my friend for being so aggressive she's spending a large amount of time with another aggressive friend of mine at the institute"

"Oh so you go to a mental institute huh Kitty…..oh I can totally see that" joked Peter

"WHY YOU" she growled standing up

"Hey! guys why don't we all just take a deep breathe and count to five…1…2….3..4…and 5…now that we are all calm how about we try to be friends…..so Kitty, Jubilee you guys go to an institute, that I'm assuming is more along the lines of schooling" said Gwen trying to keep the peace

"Yeah we go to the Xavier's Institute of Higher Learning for the Gifted…Kitty just joined a few months ago…I've been going there for a while now" replied Jubilee

"I've never heard of this institute" said Harry

"It's kinda new" said Jubilee

"and Its very very exclusive" Kitty replied

"And she did say it was for the gifted Harry" Mary Jane chimed in, while nudging him with her elbow.

"Oh MJ you slay me with your humor" he replied sarcastically

"She does have a point Harry" said Peter

"Et tu best friend"

The 6 teens at the table shared a laugh.

* * *

**2 hours Later**

"Hey wait a second…Now I remember you or at least where I've heard you name before…..you're Peter Parker right"

"Yeah"

"You take all those photos of Spider-man!" exclaimed Kitty

"That's me you a fan of my work"

"As if….what's Spider-man like in real life"

"Uh"

"Come on is he cool"

"Uh"

"How does he shoot webs"

"Uh"

"How does he stick to walls"

"Uh"

"How strong is he"

"Um"

"Who made his costume…and does he have a girlfriend"

"Uh"

"Whoa, put on the brakes Kitty" said Gwen "One question at a time"

"Someone is crushing badly" went Harry drinking from his shake

"Don't get her started you should see her room" said Jubilee

"Hey!" went Kitty

"But I gotta admit he is cool…..I'm guilty of having a few posters of him myself" Jubilee admitted as she drank from her soda

"He's cool and he's super hot…those muscles" said Mary Jane eating a French fry.

"Muscles…you know MJ I've got muscles….check it out" said Harry making a muscle

"I don't see anything"

"Ouch"

"hahaha" she laughed

"At first I was on the fence about him stealing the thunder from my Dad whose the Captain of NYPD, but now…..I'm kinda glad Spider-man is out there"

"Your Dad is the Captain of the NYPD" asked Jubilee

"Yeah"

Just then Kitty's cell phone rang and she answered it.

"Hello…..okay….alright we're coming out now" said Kitty hanging up her phone

"Hey Jubilee we gotta go Cy…..I mean Scott is outside waiting on us"

"Ah man I thought Logan was picking us up"

"I did too, but you know him" replied Kitty standing up.

"You guys are leaving" asked Gwen

"Yeah…our ride is outside but hey it was nice meeting you guys" said Jubilee

"Yeah….you guys are pretty cool….except you Parker…..I really liked this shirt" she said before she and Jubilee walked away.

"IT WASN"T MY FAULT!" yelled Peter

"Relax Romeo she's gone" said Gwen

"What are you talking about"

"OH please you two were obviously into each other" said Mary Jane

"I have to agree Buddy" Harry chimed in "If you didn't have Gwen I'm pretty sure she would've been your girlfriend"

"You guys are crazy you know that right…..that girl was mental" said Peter '_But she was cute though'_ he thought to himself

"Whatever" replied Harry

"Hey Gwen, you didn't like Spider-Man" asked Mary Jane

"At first I didn't….I thought he was stealing the Spotlight from my father, but now that I think about it…I would rather have Spider-man out there fighting those crazy guys: like that Shocker guy or that Goblin instead of my Dad fighting them" she said truthfully " I wish I could thank him"

'_You're welcome Gwen….and I promise I won't let anything happen to your dad'_ Peter thought to himself as Gwen was talking.

* * *

Knock! Knock! CRASH! Went the door as it was kicked off its hinges, scaring the only occupant in the room which was Mac Gargan.

"AHHHHH" he yelled seeing the Green Goblin standing in the doorway.

"QUIET GARGAN" the Goblin snapped

"P-Please….I n-eed more of it…p-please" Mac groaned out

"You mean this" taunted the Goblin pulling out a syringe full of green liquid.

"YES….p-please" begged Mac whose condition had worsened considerably. Mac's skin had turned pale with a slight yellow tint, his eyes had turned blood shot, his hair was starting to fall out around the edges and he looked like he was losing weight by the minute.

'_Hmmmm it seems Gargan is going through advanced stages of withdrawal….the enhancer also appears to have some addictive qualities as well….no doubt Osborn planned it this way too keep the military coming back for more…...perhaps I wasn't giving Osborn his due credit_' thought the Goblin looking Gargan over.

"You're lucky I'm in need of your assistance Gargan" he said tossing the syringe on the ground. Mac crawled over to the syringe and grabbed it then jammed it in his neck and pressing down the plunger. Once the injection was made the reaction was instant, Gargan started to shake slightly, but then his skin turned back to normal, his muscles began to double and fill out, his hair follicles started to grow back, and the broken hand that he had started to mend and heal.

"Ahhh….much better" said Mac standing up and stretching

"Now that your up come we have much work to do"

"No"

"What did you say Gargan"

"I said no…..why should I go with you…..your last plan almost got me thrown back in prison…..I knew you were full of shit the first time I saw you….you're not as smart as you think you are Goblin" said Mac confidently. The Goblin was upon him in a blink of an eye. He delivered a powerful blow to Mac's gut and then without losing a beat the Goblin did an uppercut that sent Gargan flying back into the T.V The Goblin then grabbed Mac by the throat with both hands and started to choke him. Mac tried his best to break free but he was no match for the Goblin's Oz enhanced strength.

"WHOSE SMART NOW GARGAAN….HUH…...MAKE NO MISTAKE MY INTELLIGENCE FAR EXCEEDS EVERYONE ON THIS PLANET AND IF YOU QUESTION THAT FACT AGAIN I'LL BREAK YOUR FUCKING NECK!" he growled. Mac had stopped fighting back because of the lackof oxygen. He was started to turn blue in the face, when finally after what seemed like forever the Goblin let him go and Mac fell to the ground and sucked in as much air as he could.

"Remember your place Gargan…or next time I might not be so merciful" the Goblin said menacingly, "Now get up we have much to do" he continued as he walked out of the motel room.

* * *

**End Chapter: Read and Review. Whew…another chapter down, another one is coming. Spider-man has thwarted the Green Goblin's plans this time , but the Goblin hasn't let that minor set back stop him in his goals to rule everything….you'll find out what he's planning in a few chapters, but now we get into some straight up action with the next chapter, so until then….**

**Next Up: HULK SMASH!**


	17. HULK SMASH

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, ALL CREDIT goes to MARVEL and STAN LEE, NO MONEY is being made off of this story. NO MONEY is being exchanged or handed to me, So please I beg of you DO NOT SUE….I repeat DO NOT SUE…..I have absolutely no money….seriously I really don't…..I'm completely broke…but anyway on with the story….**

**I'm Back with a new chapter for you readers out there, as promised this chapter is action packed, because it features one of my favorite Marvel characters….The Incredible Hulk and action pretty much follows him….but anyway….READ, REVIEW, but most importantly ENJOY…..**

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* * *

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** Chapter 12: HULK SMASH!**

**The University of Chicago: 11:15 am**

A man of average height walked into the crowded University lobby, while constantly looking over his shoulder seeing if anyone was following him. Not seeing anyone other than college students he walked to the front desk, where a man in his late 60 was sitting there reading off of his computer.

"Um excuse me"

"Welcome to the University of Chicago young man….How may I help you" asked the old man at the desk.

"Hi…I'm looking for Dr. Betty Ross"

"Are you a friend or family member"

"I'm an old friend"

The man typed on his computer and then scrolled down, finding her name he turned to face the man.

"She's teaching a class at the moment, but it will be ending soon, room 440, second to top floor, have a nice day"

"Thank-you" he said going to the staircase that lead upwards.

* * *

**Outside the University**

"Blonsky to Control…Banner is inside, permission to go in" said Blonsky into his ear piece.

"Negative Blonsky….wait for the target to come outside in the open" came the reply of General Thunderbolt Ross from inside a helicopter that was almost in range of the university.

"Sir, I can take him"

"Blonsky there is only one reason Banner is at that University and that's to see my daughter and I will not put her in harm's way" said General Ross "Wait until he comes out which shouldn't be long he can probably hear the choppers"

"Yes sir" Blonsky reluctantly replied standing his ground

* * *

**Classroom**

"See you later Dr. Ross" said the last student to leave the classroom. Betty Ross was a woman of average height, she had brunette hair, a beautiful face, and a slim body. Betty was gathering her things when she heard the voice of the person that she loved most in the world.

"Betty" said the voice, slowly she turned to face the person she loved with all her heart, Bruce Banner.

"Bruce" she gasped. She dropped her bag and ran to him and hugged him with all her might.

"I-I thought I'd never see…"

"Shhhhhh….I thought the same thing" he replied "Betty listen we don't have much time"

"Why I"

"Betty the General is still after me, he's trying to make more of me, or it and I had to see you one last time Betty"

"Bruce I can help you…..we can go public"

"NO!...they'll kill you and I won't let that happen"

"Bruce"

"Betty listen from the moment I laid eyes on you I knew you were the one for me, the one woman on the face of this planet that could actually understand me, and even though our time together was short, it was the most happiest time of my life….and I-I….Betty I love you never…and I mean never forget that"

"I love you too Bruce" she said and the two came together and kissed each other with deep and undying passion. Breaking the kiss Bruce looked outside the window and squinted his eyes, he could make out something flying towards the school.

"Dammit he's here….Betty listen I have to go never forget I love you" said Bruce giving her one last kiss, before running out of the classroom.

'_No way I'm losing you again Bruce'_ thought Betty as she grabbed her jacket and ran after him.

* * *

Running down the steps Bruce Banner only had one thought on his mind: Escape.

"BRUCE!" yelled Betty. Stopping he looked up to see Betty running down the steps to catch up.

"Betty what the hell are you….." but he was interrupted by Betty.

"Shut up... no way in hell I'm gonna let you leave me again….so if you're running….I'm running with you this time" said Betty, with no room for argument

"Let's get out of here then" he replied with a smile on his face. Bruce grabbed her hand and they continued down the steps.

* * *

**Outside**

"Sir Target is out in the open on the south side of the university" said a soldier over the communication wave.

"Is he alone" asked General Ross

"Negative sir a woman is with him"

"Dammit Betty" he said softly to himself

* * *

"Bruce they have us surrounded" said Betty while she was running along side Bruce.

"I know that's why we came through the south exit….we are heading for the woods, that should give us a slight advantage" he replied not slowing down as they ran towards the woods behind the university.

"Sir target is out in the open southside" came a soldier's response. Blonsky listened on his earpiece and used his eyes to look for Bruce and he saw him running into the woods.

"I see them" said Blonsky running after them.

"Blonsky…do not pursue….I repeat do not pursue" yelled General Ross. Blonsky ignoring the general pulled out his earpiece and ran faster after Bruce and Betty.

* * *

Bruce and Betty tore through woods at fast pace, pushing branches out of the way and jumping over rocks. They kept running, but then Betty tripped over a small rock and they both went tumbling to the ground, in a heap. They both took a second to catch their breath before they got up again.

"Come on Betty we can't stop"

"My ankle…..I thinks it's broken"

"Let me see" said Bruce gently picking up her left ankle.

"Ouch…careful"

"Sorry….hmmmm….it's not broken…just sprained a little..come on I'll carry you" he said. Helping Betty up he was about to pick her up when two gun shots rang out

**BAM! BAM!** Went the two shots

"ARGHHHHHHH!" screamed Betty as she was hit in the side and in the arm by the bullets.

"BETTY!" shouted Bruce as she fell to the ground.

"Damn I missed" came the voice of Emil Blonsky as he came charging through the woods and tackled Bruce to the ground.

"Hey Banner remember me" he said through Clenched teeth, while pushing Bruce's face into the dirt, "Don't remember…heh….well I remember you" he said kneeing Bruce in the ribs " or at least I remember the Green Monster that broke every bone in my body…change Banner" Blonsky said as he gave Bruce another knee to the ribs

"CHANGE!"

"n-no" he replied weakly

"So you need a little more incentive….okay" said Blonsky rising to his feet and going over to Betty he roughly grabbed her hair and pulled her face up and put a knife to her throat

"Change or she dies"

"Blonsky…you….d-on't understand….I can't control him….it…no one can"

Blonsky replied by moving the blade slightly drawing a little blood. Seeing the scared look on the face of the woman he loves, the small grasp of sanity that Bruce had left snapped. He was beyond angry. Suddenly he started breathing hard and then his eyes flashed green. Bruce started to yell as his bones started to break and his muscles began to stretch and double, then triple in size. His skin went from a tan to an emerald green, he started to grow in height as well, he once stood at 5'8, he now stood at a intimidating 9 ft. Dropping Betty Blonsky stared down his opponent in front of him: The incredible Hulk. The hulk was 9'0 ft, emerald green skin, and dark hair, his muscles were massive, and his face had a snarl on it.

"Hulk….we meet again…you remember me…you crushed every bone in my body when you stepped on me and I'm here for a little payback"

"YOU HURT BETTY HULK BREAK BONES AGAIN" Growled the Hulk lunging to grab Blonsky. Ducking under the Hulk's grab Blonsky rolled to the side and pulled out two long daggers from his boots, and jumped on the Hulk's back and stabbed him with the blades.

"Adamantium Blades you Green Bastard….I've learned a few things since our last encounter" he said while twisting the blades.

"**AARGHHHHHHHHHHHHHHHH**" yelled the Hulk trying to get Blonsky off his back by thrashing around. Blonsky flipped off his back and then pulled out a gun and started shooting at the Hulk.

"**ROOOOOAAARRRR**" he growled as the bullets ricocheted off his thick green skin. The Hulk took a swing at Blonsky who weaved out of the way again and returned with more shots.

"I'm faster than our last tussle…..I guess you can say I've upgraded" he taunted while shooting.

**CLICK! CLICK**! went the empty gun. Blonsky tossed the gun away and charged at the Hulk again. Jumping in the air with his blades aim at the Hulk's face, but the Hulk saw him coming and in mid air grabbed Blonsky with one hand and started to squeeze. Blonsky feeling his ribs start to crack, stabbed the Hulk's hand with his blades. The Hulk dropped Blonsky quick, because of the wounds, but they healed up as quickly as they were made. The Hulk getting even angrier swatted Blonsky away with his massive green fist. Blonsky flew back and hit a tree full force uprooting it slightly. The Hulk jumped in the air and then slammed his left foot on Blonsky's legs crushing them on impact.

"ARGHHHHHHHHHHHHHH" yelled Blonsky in pain. The Hulk then picked him up by his head.

"HULK CRUSH BLONSKY!" he shouted

"NOOOO!...Bruce…..do-n't k-ill him" Betty struggled to get up from her position on the ground, "You-re …..n-ot a m-onster"

Dropping Blonsky, Hulk stomped over to Betty, and kneeled down to look her over

"BETTY" the Hulk rasped out

WHOOMP! WHOOOOMP WHOOOOOOOOMP…..The Hulk looked up to see a helicopter flying towards them. Growling the Hulk took a few steps to the right and dug his massive hands into the ground. Using his strength he picked up a chunk of the ground and hurled it at the nearing Helicopter.

* * *

"GENERAL! INCOMING!" shouted the pilot jerking the controls trying to avoid the large chunk of land coming their way. The piece of land hit the tail of the helicopter destroying it. The helicopter spun around in the air until it crashed into the ground roughly. General Ross painfully lifted his head up and shook the glass debris from his hair. Fighting the pain of his injuries and ignoring the blood in his eyes he crawled out of the downed helicopter. Pulling out his radio he sent a message on all frequencies.

"This is General Ross…argh…..The Hulk is loose….I repeat the Hulk is loose send in everything…..NOW!"

* * *

The Hulk stomped back over to Betty and gently as he could he picked her up and then jumped out of the woods. The Hulk landed at the entrance of the woods, and he looked to the left and the right, and saw the military soldiers with their weapons raised rushing towards him. He also, saw tanks and helicopters flying in the air trying to surround him. The Hulk growled and gently put Betty Down.

"STAY" he rasped out. He then turned and charged at the oncoming army. The Hulk swatted the soldiers in front of him like they were flies and rammed the first tank in his path. The tank flipped over because of the force, the Hulk picked up the overturned tank and spun around and then tossed it across the college campus. The army began opening fire upon him but their bullets bounced off his thick green skin. The Hulk jumped in the air and as he came down he slammed his foot into the ground causing a massive shockwave that split the ground in two and caused the soldiers to lose their footing and tanks to stop rolling.

* * *

"SIR! Nothing is affecting him not even those new weapons from Hammer industries" came a soldier's voice over the radio.

"Where's the sonic cannon that Stark promised us" asked General Ross

"It's on the way sir…ETA 2 minutes" the soldier replied

"HULK CRUSH SOLIDER MEN" the green behemoth shouted out while destroying another military tank. He picked up a hummer and then slammed it into the ground over and over again until it finally exploded in a shower of metal. The Hulk then grabbed a large piece of the destroyed hummer and threw it at a helicopter.

* * *

"Sir the sonic cannon is here and awaiting your orders"

Genral Ross picked up his radio and opened a channel.

"FIRE AT WILL! FIRE AT WILL AND KEEP IT ON HIM" he yelled

A modified Hummer rode onto the field at break neck speed. The Hummer had on the roof a large satellite dish, with long rods sticking out of the center. The soldier driving the Hummer flipped a switch and the sonic cannon turned on. The dish started to hum and blue spark flickered around it. The rods in the center glowed blue and a steady blue stream of energy shot from the dish and hit the Hulk square in the chest.

"RAWWWWWOR" yelled the Hulk in pain as he felt the sonic cannon energy hit his body. The Hulk tried his best to fight through the pain, but he collapsed to a knee as the energy started to increase, it felt as if he bones were starting to shatter into a thousands pieces.

Betty weakly looking up from the ground saw the Hulk in pain and tried to fight her way to her feet. "No…stop it" she whispered falling to the ground as more blood seeped out of her wounds.

The Hulk now on the ground cracked open an eye and saw Betty trying to stand but fall to her feet. He growled a low growl and gritted his teeth, and fought his way to his feet. The Hulk through sheer will stood up and Jumped in the air with all his might and aimed his descednet at the modified Hummmer.

* * *

"OH SH…" started the driver jumping out of the hummer just as the Hulk came crashing down on it with his giant green elbow, destroying the cannon and the Hummer.

"Dammit" whispered General Ross watching as the Hulk destroyed the cannon, balling up his fist and grinding his teeth he gave an order

"FALL BACK DAMNT IT!" he yelled into the radio on all the open channels.

The Hulk stomped back over to Betty who had passed out and gently picked her up. Cradling her in his massive green arm, The Hulk took a running started and jumped in the air, sailing across the sky and out of view.

Watching the Hulk jump into the air and out of sight with his daughter in his arms General Ross got back onto the radio.

"Chopper 2 follow that monster, but don't engage he's got my daughter"

"Yes sir" the pilot replied

"Base send another chopper to pick me up, and make sure it's being flown by the best pilot we have, Also send in another sonic cannon"

"Base to General Ross….roger that ETA for chopper pick up 60 seconds"

"Excellent" he replied

While the General was talking Blonsky emerged from the woods, limping slightly, because he legs were still semi-broken, but they were healing. General Ross saw Blonsky getting closer, and his anger over took him. Running over to him General Ross grabbed him and shook him

"ARE YOU HAPPY…..LOOK AT WHAT YOU"VE DONE….YOU"RE OUT OF CONTROL I'M PULLING THE PLUG ON THIS DAMN THING I KNEW I SHOULDN"T HAVE GIVEN YOU THE LAST OF THAT SERUM"

Blonsky ignoring the yelling General and looked at the chopper that was landing. Turing his gaze to the visible angry General, Blonsky reared his head back and head butted him as hard as he could knocking the General out cold.

"You talk too much Ross….and for your information I'm quite pleased with myself, it's been a long time since I've had a good fight" he said to the unconscious General. Limping over to the chopper, Blonsky got in and put on the headset.

"Where's General Ross" asked the pilot"

"He sent me in his place…where is that Green Sasquatch heading" asked Blonsky curtly while strapping himself in. The pilot looked on the control board

"Uh-oh" he said

"Where" Blonsky asked again

* * *

**New York City, Manhattan: 1:30 pm**

High above Manhattan Spider-Man sat on the edge of a building watching the people below go about their daily lives.

"Damn it…it's been about a week and I'm no closer to finding out who this Goblin character is" he said to himself out loud, "What is the connection"

Standing up Spider-Man started to pace back and forth along the edge thinking hard about the Goblin.

"And I'm supposed to be a genius and I can't even put this together…..Damn it" he sighed to himself "What I need is a third party….someone to point out what I'm missing…..wait missing….I am missing something…Lieutenant Lee how did she end up being captured by the Goblin…..that's the missing piece" Spider-Man said to himself realizing what he overlooked. Just as Spider-Man was about to shoot a web he felt the building he was standing on shake.

"The hell" he said "Whoa…there it is again" feeling the building shake again

"**RAWWWWWWAORRRRRRRR**" a roar echoed out in the calm afternoon air.

Looking up after hearing the roar Spider-man saw what looked like a giant green man sailing overhead and into the heart of Manhattan

"What…..The Hell….Was That" he said while swinging after the green man.

* * *

The Hulk landed with a thud in the middle of the busy Manhattan intersection.

"AHHHHHHHHHHHHHHHHHHH! MONSTER!" yelled an old woman seeing the Hulk. After that small outburst pandemonium erupted in the streets, everyone started running and screaming trying to get away from the Hulk, cars crashed, trucks rammed cars, everyone yelling and screaming to get away. The Hulk looked around at the panic and was about to jump away when a truck ran into him. The Hulk turned and using his free hand grabbed the truck and threw it.

'_Well that answers that question_" thought Spider-man seeing the Hulk throw the truck. Spider-man swung after the truck and applying pressure to his web shooter he shot out a thick giant spider web just in time to catch the truck from hitting the civilians.

"Run!" he yelled at the people that were still standing around. The Hulk started to stomp away when he felt something kick him from behind. He turned and saw Spider-man flipping away and landing on the hood of a car.

"Well you're as tough as you look….you didn't even feel that did you" asked Spider-man "What did you do to her" he continued pointing at Betty. The Hulk responded by yanking a light pole out of the ground and throwing it at Spider-man. Spider-man jumped away at the last minute, while he was in mid air he shot two thick globs of webbing at the Hulk's face blinding him.

"**RAWWWWH**" yelled the Hulk when the webbing hit his face. Spider-man landed and fired two webs lines that connected to Betty and pulled her out of the Hulk's arms and into his. Spider-man gave her a brief once over

'_She isn't doing to well…..I gotta get her to a hospital and fast….uh oh'_ his thoughts were interrupted when he saw the Hulk rip the webbing off his face with ease.

_'This guy is gonna be tough to beat'_

"MAN SPIDER TAKE BETTY…..HULK SMASH MAN SPIDER" growled the Hulk before he dashed at Spider-Man with surprising speed and tried to grab him. Spider-Man saw the Hulk dash and managed to jump to the side avoiding his grab.

'_That was close this guy is fast for his size'_ he thought "Lady if you can hear me hold on….this may be a bit bumpy" he said to Betty. Holding her close Spider-man fired a web line and swung away. The Hulk turned to see Spider-man take Betty, so he ran after him and Jumped.

_'Spider Sense' _looking behind him he saw the Hulk try to grab him and he dodged him. The Hulk dropped down then lept again. The Hulk started chasing after Spider-man all through Manhattan, but Spider-man was able to stay ahead of him and dodge him whenever he came within inches of grabbing him. Spider-man started to swing faster trying to get way from the visibly angry Hulk, when his spider sense started going crazy. As he swung around a building he came face to face with a military helicopter, just as it fired two missiles.

"HOLY SHIT!" he yelled releasing the web, and falling through the air. The missles soared over his head missing him by inches and hit the oncoming Hulk dead in chest sending him flying back and crashing into a building, which exploded. The explosion destroyed the building and the rubble fell on top of the Hulk, pinning him down.

* * *

**Inside the Helicopter**

"BLONSKY! WHAT THE HELL ARE YOU DOING YOU OPENED FIRE IN THE PRESCENCE OF CIVILIANS!" yelled the pilot

"So what" BLonsky replied staring at the spot where the Hulk was pinned " The Hulk is an Omega Level threat in one of the largest cities in the world expect casualties"

The pilot jerked the controls in the opposite direction and flew away from the Hulk.

"THE HELL ARE YOU DOING SOLDIER"

"This isn't right I'm getting us out of here and awaiting order from General Ross" said the Pilot. Blonksy pulled out his knife and stabbed the pilot in the neck. Pulling him out of the chair and into the back of the Helicopter Blonsky quickly grabbed the controls and started to turn the helicopter around.

"Disobeying a superiors orders is treason and where I come from we kill traitors" said Blonsky.

* * *

"What the Hell" said Spider-Man shooting a web line to save himself and Betty. Sticking to a wall, Spider-man looked up to see the helicopter turn around and take a sudden dip for a split second and then it flew back to where the Hulk had landed.

"Ugh" moaned Betty in pain

'_I have to get her to a hospital'_ he thought as he swung away towards Manhattan General.

* * *

**Manhattan General**

Spider-man ran through the doors of the Hospital

"I NEED A DOCTOR NOW!"

"Oh my goodness" said a nurse as she ran towards Spider-Man with a gurney. Spider-man gently put her on the gurney, while a doctor ran down the hall towards them.

"What happened"

"I think she was shot" answered Spider-man.

"H-help" Betty whispered out

"Don't worry you're safe you're in a hospital" the doctor responded shinning a light in her eyes

"N-no…h-help….B-bruce…..ca-lm…cal.." she whispered as she passed out again.

"Is she going to be okay"

"She's lost a lot of Blood….if we don't get her to an ER now she'll die" said the doctor wheeling Betty away. Spider-man ran out of the hospital and shot a web line and swinging back to where the Hulk landed.

* * *

The rubble on top of the Hulk was thrown off with incredible force. The Hulk growled and stood up. Looking up he saw the helicopter come into view and he also saw who was flying it.

"BLONSKY" the Hulk growled out to himself

"Hulk" Blonsky said pressing the button on the control stick that fired bullets. The bullets rained down from the helicopter and onto the Hulk. The Hulk started to run and as he ran Blonksy flew after him still firing the bullets and destroying everything in his path. None of the civilians below were safe, the bullets tore through windows, cars, and even some people. The Hulk stopped running, grabbed a car and hurled it at the Helicopter. Blonsky swerved out of the way and his propellers sliced through some glass, throwing the helicopter off balance for a second.

"Damn it" said Blonsky steadying the chopper. Flipping a switch on the controls Blonsky took aim and was about to shoot another missile, when Spider-man landed on the window

"Put this thing down" he demanded

"No" Blonsky replied pulling out his pistol and shooting through the glass. Dodging the bullets Spider-man leapt off then shot a short web line and then swung through the side openining of the helicopter. The first thing he saw was the pilot on the ground with a knife in his neck.

"Holy…..whoa" he said as the helicopter suddenly dipped to the right, but Spider-man stuck to the floor. Blonsky turned in his seat and with his pistol started shooting at Spider-man. Spider-man expertly dodged each shot by leaning to the side, he then started to attack Blonsky by spinning on his hands and kicking the gun out of Blonsky's hand.

While Blonksy and Spider-man were in the helicopter fighting, The Hulk was still on the ground and he was still angry for being shot at and seeing that the bullets had stopped, the Hulk jumped into the air and grabbed the Helicopter.

Spider-man punched Blonsky in the face when he felt the helicopter shake and spin violently. Looking through the window he saw the angry snarl on the Hulk's face.

"HULK CRUSH!" he yelled as the helicopter spun out of control and crashed to the ground hard.

* * *

"Ugh…..ow" groaned Spider-man rolling over. Looking to his left he saw Blonsky getting up as well. Suddenly the wrecked chopper shook again as it was picked up and then ripped in Half, flinging Spider-man and Blonsky out and to the street. The Hulk threw the top half of the chopper away and picked up the bottom half.

"BLONSKY HURT HULK AND HURT BETTY….MAN SPIDER TOOK BETTY HULK CRUSH BOTH OF YOU!" he yelled, but just as he was about to crush them, The Hulk felt bullets bounce off his skin. He turned around and saw the NYPD and S.W.A.T. vans pull up, dozens of cops got out of their cars and aimed their weapons at the Hulk.

"ATTENTION, THIS IS CAPTAIN STACY OF THE NYPD DROP WHAT YOUR HOLDING AND LAY DOWN ON THE GROUND" said Captain Stacy through the bull horn.

"ALL OF YOU LEAVE HULK ALONE!" , The Hulk tossed the tail end of the helicopter at the cops.

"NO!" shouted Spider-man. The tail end hit a cop car wit such force that it made the car flip over and into two other squad cars injuring several officers in the process.

Spider-man seeing the officers get injured, rolled over to where the Hulk was and kicked him in the back of the left knee causing his leg to buckle. Blonsky took the chance to jump and stab the Hulk in the back again. The Hulk roared in pain and thrashed around until he caught Blonsky's leg and threw him into a fire hydrant, which knocked it over causing water to burst out from the ground. Spider-man lept up to punch him in the face but the Hulk grabbed his fist and with his free hand and punched Spider-man hard sending him flying towards a S.W.A.T. car. Spider-man hit the S.W.A.T. car and dented it with his back. Captain Stacy ran over to Spider-man's side to see if he alright.

"Kid are you still alive" he asked

"B-a-rely" Spider-man groaned out '_I think he hit me harder than that fish monster last year_' he thought while still on the ground in pain. Suddenly the officers opened fire on the rampaging Hulk. The Hulk feeling the bullets as they rained upon them, growled meanicinglinly and raised both his fist.

"**HULK… SMASH**!" he roared slamming his massive green fist into the ground. The force of the hit cracked the street into dozens of pieces causing everyone to lose their balance and fall, and a few nearby stores to collapse.

* * *

The sound of helicopters made the Hulk turn around, he saw the rest of the military flying towards him. The Hulk picked up a loose section the street and threw it at the first helicopter destroying it.

"LEAVE HULK ALONE!"

Captain Stacy stood up and looked at the sheer destruction that was all around.

"How the hell are we supposed to stop this thing" said Captain Stacy

"T-That's a g-good question…attacking him head first is not going to work….he's too strong…..wait…..wait…." said Spider-man suddenly remembering what Betty had told him before she passed out

"_Bruce…C-alm….C-alm"_

"Of Course" he said in realization of his mistake _'I've got to start using my head more than my fist…that's the key, the more I fight him the angrier he becomes thus leading to destruction….but what if I calmed him down….they maybe'_ , "Captain Stacy"

"What is it Kid"

"The warehouse at Pier number 12 be there" said Spider-man walking forward.

"Why"

"You'll see" he replied before Jumping into the fray between the Hulk and the military.

* * *

The Hulk jumped and grabbed onto another helicopter making it swerve and spin out of control until it crashed into a nearby building, the Hulk at the last minute jumped off and landed harshly on a rooftop looking for the next target. As he looked around he saw Spider-man swing over his head and land on the edge of the roof top he was on.

"WHERE IS BETTY MAN SPIDER"

"Follow me and I'll show you" he replied springing off the building and swinging away. The Hulk growled and jumped after him.

* * *

"Report" yelled General Ross

"He's on the move sir"

"Follow him, but do not engage"

"Yes sir" replied the pilot of the helicopter as it changed directions and followed after the Hulk.

"Sir we've located Blonsky"

"Where'

"On foot heading in the direction of the Hulk…orders sir"

"Take him in and if he resist shoot to kill"

"Yes sir"

* * *

"Here we go Pier number 12….Hope this works" he thought landing on the roof and crawling through the window. Once inside the warehouse he saw that it was filled with crates and crates of freshly caught fish.

'_Fish….that explains the stench…..uh oh….okay here we go'_ he thought right before the Hulk crashed thorugh the roof and landed with a thud. Spider-man detached from the roof and landed directly in front of the Hulk.

'_Jeez…..he's got to be at least 9ft' _, The Hulk snarled and leaned in closer to Spider-man

"WHERE IS BETTY"

"She's not here…but….ARGH!" shouted Spider-man as the Hulk grabbed him in his giant green hand and started to squeeze.

'_C-an't Breathe'_ he thought frantically

"MAN SPIDER LIED TO HULK….HULK SQUISH SPIDER"

'_He's not kidding….think quick Parker' _

"S-She…..T-Told me to help Br….." Spider-man struggled to say.

"WHAT DID SPIDER SAY"

"Betty wanted me to help Bruce" he said quickly

"BANNER IS WEAK HULK IS STRONG BETTY LOVES HULK NOT BANNER!" The Hulk shouted.

"Y-You're probably right…but we can't ask her because she's hurt"

"BETTY HURT"

"Yes…you remember…..she was hurt when you had her…I took her to get some help"

"SPIDER HELP BETTY"

"Y-yes that's right"

"NO SPIDER LYING YOU ATTACK HULK"

"That's because you were hurting people… I-I had to do something but I realized attacking you wasn't right….you were trying to help Betty too…..so Hulk I'm sorry"

The Hulk looked at Spider-man and then released him, Spider-man fell to the ground gasping for air.

"HULK DIDN"T MEAN TO HURT ANYONE, JUST WANTED TO HELP BETTY, BUT THEY WON"T LEAVE HULK ALONE" he said backing away from Spider-man. Spider-man took in a few more deep breathes of air before he stood up holding his ribs.

"I understand Hulk…..I really do…I know what its like to be misunderstood" he replied

_Sniff Sniff_ went the Hulk looking around the warehouse and seeing the crates.

"Fish" said Spider-man "I figured as a peace offering you might want something to eat…I mean you do eat right, well this warehouse is used for when they catch fresh fish…..so have at it big guy" The Hulk stomped over to a crate and ripped off the top to reveal the fresh fish. Picking up some fish in his hands the Hulk began to eat.

'_Well technically its not a win…..but at least he didn't kill me and that's always good….but the question now is what to do with him'_ thought Spider-man as he watched the Hulk eat. After a few moments Spider-man received his answer because something strange began to happen to the Hulk.

"What the Hell" said Spider-man. The Hulk's body suddenly started to shrink, his muscles became less intimidating and less detailed, his skin became less green and more of a tan. Spider-man walked over to where the Hulk once sat except it wasn't the Hulk anymore. The man on the ground groaned and looked up, his eyes met Spider-man's

"Hi…..you must be Bruce" he said to the man

* * *

**Few Minutes Later**

"Ahh God I hate Fish" said Bruce spitting on the floor

"Gamma radiation did this to you"

"Yes…that was the catalyst"

"That turned you into the Hulk" asked Spider-man sitting down next to Bruce.

"Yes…but it was the second part the equation"

"Well what was the first part"

Bruce glanced at Spider-man and then let out a sigh and leaned against a crate, "Spider-man how much do you know about WWII"

"Enough to get by History was never my thing….I'm more math and science oriented"

"Heh…me too….but The Hulk's story begins in WWII with Captain America"

"Captain America….the fabled 'Super Soldier' who fought off 100 men by himself and he could lift a car"

"The same but it wasn't a fable Spider-man I've seen footage of him in action…..he was the first and Last Super Soldier"

"When you say Super Soldier what did he have powers or something"

"No he didn't…..long story short a super soldier is a soldier pushed beyond his or her limits….the peak of human physiology….any human on the planet is capable of doing what Captain America did if they were put under the right circumstances….it's just that during WWII the process was speed up instead of achieving this state naturally it was done chemically"

"I'm not following"

"To make an even longer story short…America during WWII sent spies into Germany to learn of Hitler's plans when they stumbled upon a top secret experiment the Germans were cooking up. The American spies were able to sabotage the experiment and copy what the Germans were working on…..they brought it back to America and the American scientist recreated the experiment and the result…."

"Captain America" finished Spider-man

"Precisely the first and Last Super Soldier…..the Germans had spies of their own and they managed to destroy the experimental formula and kill the scientist that recreated it"

"So how does the Hulk fit into this"

"Think about it…..Captain America performed beyond expectations during WWII but unfortunately he was Killed in Action…..The military has been trying for years to recreate the formula that created Captain America but they kept failing and they gave up….that is until a few years ago, they started the program up again with new, younger, and more eager minded scientist"

"And you being one of these scientist cracked the formula"

"No….the military lied to me I thought I was working on a cure for radiation sickness"

"But instead of curing Radiation sickness you created the Hulk a radically different type of Super Soldier"

"The Hulk isn't a Super Soldier….he is a freak accident…a one in a million"

"How did you become the Hulk"

"I tested my radiation sickness formula on myself but….when I tested it there was a gamma radiation explosion…the formula plus the gamma rays"

"Equals the Hulk"

"Yeah…you've seen how powerful he is right"

"Felt is more like it"

"Well the government wants to make more of him…dozens more…..and I won't let that happen, the world would be destroyed if the secrets of the Hulk got out and I can't be responsible for the destruction of the human race…which is why for the better part of 3years I've been on the run and Spider-man…..I'm so tired of running….I-I can't even be with Betty…OH MY GOD BETTY…..she got shot"

"Don't worry she's safe….I got her to the hospital she should be fine"

"Thank god…I can't believe I was stupid enough to believe we could be together" said Bruce slamming his fist into the crate he was leaning against

"Whoa calm down Bruce…I don't think I can handle another bout with Hulk right now"

"I'm fine" he replied

"Hey how did Betty get shot"

"A man named Emil Blonsky shot her"

"Why"

"Because he's a psychopath with a vendetta against the Hulk…..when I first went on the run, I left some of my notes of my formula at the lab…..but they were incomplete the rest of the formula is in my head…anyway…the other scientist tried to recreate my work but they couldn't and General Ross was furious….so they gave him an incomplete formula"

"Let me guess it didn't work"

"No it worked for a short time…Blonsky was chosen then injected and the result went through the roof, strength, speed, durability all increased"

"But"

"Since the formula was incomplete it started to break down….while physically everything was fine….."

"The mental wasn't"

"He went insane killed dozens of people until he went up against the Hulk and the Hulk crushed every bone in his body"

"How do you know this can you remember anything when you're the Hulk"

"Bits and pieces…..but I do remember the Hulk crushing Blonsky"

'_uh oh Spider sense'_ he thought, Spider-man jumped up and climbed up the wall to the window and looked out.

"What's happening" asked Bruce

"Trouble" Spider-man replied as he saw several military helicopters, police helicopters, police cars, and military vehicles coming towards the warehouse.

"Shit" said Spider-man springing off the wall and landing next to Bruce

"Military and Police are here I gotta get you out of here"

"How did they find us"

"I told them where we would be"

"YOU WHAT"

"That was before I knew everything you just told me"

"Listen to me Spider-man….you can't help me this fight is too big for you too big for anyone the only hope I have is to run but I need you to do me a favor….Find Betty and tell her to never forget what I told her…..can you do that"

"I suppose but why don't you do it yourself….I can help you"

"No you can't….They will never stop hunting me…I can't put her in harm's way again….I won't"

"Bruce….ahhhhhhhhhhh" shouted Spider-man as his Spider sense buzzed painfully.

* * *

**5 minutes earlier**

"Blonsky put your hands up or we will kill you" said a soldier aiming his weapon at Blonsky. There were about three armed soldiers in all that were aiming there weapons at the deranged BLonsky.

"But of course" Blonsky replied putting his hands up. One of the soldiers walked towards him and in a quick move Blonsky kicked the soldier in his knee cap, while grabbing his gun. The other soldiers opened fire on him, but he used the first soldier as a human shield. Taking the gun in his hand he aimed and shot the two soldiers killing them. Dropping the solider, Blonsky ran towards their helicopter and got in, he put on the headset in time to hear General Ross yell that all units report to pier 12 because the Hulk was inside the warehouse. Blonsky gave a small smile before heading in the direction of the pier.

Blonsky could see the warehouse come into view along with the police and military choppers. Flipping a switch on the controls Blonsky fired all the missiles on the helicopter and they all rocketed towards the warehouse.

* * *

**Inside the Warehouse**

"AHHHHHHHHH" yelled Spider-Man

"What is it what's happening" asked Bruce

"RUN!" was the last thing Spider-man said before the ware house erupted in flames of destruction.

**KABOOOOOOOM!**

**

* * *

**

"SIR!" yelled the Pilot

"ITS BLONSKY…SHOOT HIM DOWN!" shouted General Ross

"Yes sir" the pilot responded. The pilot then turned his chopper towards Blonsky's and fired. Blonsky tried to swerve out of the way but he wasn't that good of a pilot. The Bullets ripped through the helicopter making it spin out of control and head towards the ground. The helicopter hit and erupted in flames of intense heat. Blonsky kicked through some the wreckage and jumped out, he rolled around on the ground trying to put out the flames that consumed his body. After a few seconds he managed to put the flames out but he was burned horrendously.

"Sir Blonsky is down"

"Bring us down now"

The pilot took the helicopter down to the ground and General Ross jumped out. He walked over to the burned Blonsky who was trying his best to stand. General Ross kicked Blonsky knocking him back down to the ground.

"G-Genral R-Ross…..I-I did what you asked…T-T-The Hulk…is N-Neutralized heh" said Blonsky in pain. General Ross didn't say anything; he simply took out his pistol and shot Blonsky in the head.

"A Waste" he said to himself

"**ROOOOOOOARRRRRRRRRRR!"**

General Ross looked in the direction of the burning warehouse to see the Hulk jump out and land a few feet away from him. General Ross aimed his pistol at the Hulk, but instead of shooting at him, the General gritted his teeth and then lowered the gun. The Hulk and the General stared into each others eyes for a few tense moments each filled with hate towards the other.

"Banner"

"ROSS" the Hulk growled out. The Hulk looked up to see more military and police heading his way. Turning back to the General The Hulk growled one more time and then jumped away.

General Ross followed the Hulk with he eyes until he sailed out of view. Just then his radio came to life.

"Sir the Hulk is getting away….what are our orders"

"Retreat" said General Ross into his radio " Full Retreat back to base….send a clean up unit to bag Blonsky's body…..I want his body studied around the clock….also alert our PR representative….tell her….that she's going to earn her ridiculous salary today"

"Yes sir"

"You got away today Banner….but there's always tomorrow" said General Ross to himself.

* * *

**In the Water**

A red clad fist shot out of the water and grabbed a piece of floating debris. Spider-man pulled himself out of the water and onto the floating piece of wood.

cough cough

"Ugh…that's an experience I never want to have again" he said. His clothes were shredded in almost every place. Looking up in the sky he saw the Hulk sail out of view, he was heading south towards Jersey.

'_Good luck Bruce'_ thought Spider-man closing his eyes to rest.

* * *

**Much Later that Night: Manhattan General**

**TV**

"_In other news the destruction caused by the giant green monster earlier today in the heart of Manhattan has began the long and arduous process of cleaning up. The repairs are being funded by some of the cities most generous of supports which are not limited to but included: Tony Stark, L. Thompson Lincoln. . The PR representative for the Military has stated that this mornings attack was the work of possible terrorist but the military is still in the long process of investigations. Also, along with the Green Monster destroying Manhattan Spider-man was sighted in the area fighting the Monster authorities believe Spider-man may have some information reading the Green Monster but yet again he has evaded questioning, We will tell you more news as we receive it…..this is Michelle Burns bringing you up to the minute news"_

_

* * *

_

Betty Ross flipped the channel but every station was playing the same thing, the Hulk destroying Manhattan, and in every headline the title was Giant Green Monster. After reading headline after headline Betty in a fit of anger threw her remote at the TV but immediately regretted it because it hurt her injured shoulder.

"Ow" she whispered. Clicking the button on her bed she felt the drugs from the IV line numb the pain a little.

"Betty Ross" said a voice. Betty looked around in fear but didn't see anyone In her room

"Don't be afraid….up here"

She looked up to see Spider-man sticking to the ceiling

"How did you get in here"

"Window" he replied detaching and landed in a crouch on the edge of her bed.

"But I didn't see you"

"To be fair you were deep in thought"

"I'm just sick of people calling him a monster when he's not…..he's just….just…"

"Misunderstood"

"Yes…..exactly….he doesn't fight unless provoked"

"Yeah I kinda found that out the hard way"

"I'll say….looks like you've been through the wringer"

"Well I've learned a valuable lesson today"

"Which was"

"I need to use my head more than my fist"

"A good lesson"

"Well I did have the Hulk for a teacher" he replied. Betty and Spider-man shared a small laugh, and then Betty let out a huge sigh before she addressed Spider-man again.

"Why are you here Spider-man"

"Two reasons, first to check on you to see if you're alright and to give you a message from Bruce"

"Really what is it" asked Betty quickly sitting up in her bed.

"He told me to tell you to never forget….never forget what he told you" said Spider-man stepping off her bed and walking towards the open window. Betty closed her eyes and leaned back in her bed letting out another sigh followed by a smile.

"I won't Bruce…..I will never forget" she said while opening her eyes, but when she opened them Spider-man was gone.

"Thank-you Spider-man…..and Bruce, wherever you are please…..be safe" she said out loud to herself. Clicking the button on her bed again Betty closed her eyes and drifted off to sleep.

* * *

**End Chapter: Read and Review: I always like hearing what you readers are thinking. Another chapter down and another one coming soon I hope all you readers out there enjoyed the chapter, because the Hulk might make another appearance soon…I haven't decided if he'll show up in this volume again or in the next but rest assured he's coming back, but that ends this chapter so my loyal readers until next time…**

**Next Up: The Masters of Evil **


	18. The Masters of EVIL

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, in fact ALL CREDIT goes to MARVEL and STAN LEE, I am in NO WAY making ANY MONEY, I assure you NO MONEY is coming to me, so Please some way some how find it in your heart to NOT SUE ME, because I promise you that I HAVE NO MONEY…..I AM BROKE…now onto the story**

**Hey readers it's me Nomad88 back with a brand new chapter, brand new developments and new characters, so remember to READ, REVIEW (b/c I like hearing what you think) and most importantly ****ENJOY…..onto the chapter….**

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* * *

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**Chapter 13: The Masters of EVIL **

**Thursday Night: 8:30pm**

"EXTRA! EXTRA! READ ALL ABOUT IT SPIDER-MAN AND GIANT GREEN MONSTER DESTROY MANHATTAN!" The people walking past heard the news stand man shouting and immediately stopped when they heard the name Spider-man. Each person bought not one but two copies of the paper.

" I knew that guy had something to do with that Green Monster" said a man reading the paper.

"That's nothing because of those two freaks I don't have a car anymore…they destroyed it" said a woman next to the man.

"Hey you idiots Spider-man stopped that thing" yelled another woman coming up to the two of them.

"Are you out your mind lady, the guys a meanace he needs to leave the heroics to the real heroes like the police or the Fantastic Four"

"Hey Spider-man can run circles around the four of those geeks"

Soon the small crowd of people in front of the news stand erupted into a full blown argument and shouting match over whether Spider-man was a meance or not and whether or not if he was better than the Fantastic Four, but as the crowd was arguing no one noticed a red and blue figure lowering himself down on a web and grabbing a paper and leaving some money.

* * *

**On the side of a building**

"Daily Bugle: Spider-man and Giant Green Monster Destroy Manhattan…..editor and chief J. Jonah Jameson….photo by Peter Parker…..well at least one of my identities is doing well" said Spider-man out loud to himself as he was sticking to the wall of a building reading the paper. Since the Hulk did a number on Manhattan everything was put to halt, while the damage was being assessed, but things were starting to get back to normal especially with the speedy repairs going on.

"Man…my ribs still hurt" said Spider-man rubbing his sides. After his tussle with the Hulk he still wasn't 100% but he was slowly getting there.

'_At least I still have my life…which is always good'_ he thought while balling up his paper and throwing it in a trash can that was down below. Spider-man then jumped off the building and swung away.

* * *

**Roxxon Industries: Research Building**

Roxxon Industries was a new up and coming Industry that specialized in chemicals, and energy sources. They have already had some success with creating a new type of energy source but it was still in the early stages of development, the same thing with the chemicals.

Inside the building two security guards were patrolling the offices when thye came across one of the many vaults in the Roxxon Building.

"Hey Nick…what do ya think is in the vault"

"I don't know Mitch all I know is that they pay me a decent check to keep people from finding out" replied the security name Nick.

"Oh come on….don't ya get just a little bit curious…ya know about the experiments that go on in this place" asked Mitch as he and Nick made their way back to their control station which was in the main lobby of the Roxxon Building.

"No I don't and neither should you" replied Nick sitting down

"Why"

"You do know who owns this place right"

"Yeah Roxxon it's on the side of the building"

"He's the puppet….the puppet master is the Kingpin"

"The way I hear it the Kingpin has been dethroned" said Mitch as he and Nick both propped their feet up on the desk relaxing.

"Don't believe everything you hear"

"Why shouldn't I believe that the kingpin has been shut down"

"Because only those that are not loyal to him, believe that he is gone"

"Wait….so you're in the Kingpin's pocket"

"Aren't you"

"No"

"Well then this is an awkward conversation" said Nick giving Mitch a sideways glance

"Relax I'm no snitch…..but Nick you do know that he is pure evil from what I hear"

"Look Mitch…..times are tough okay…..and the only thing I know is that I gotta eat, my family has gotta eat and….wait…..look check this out …..look at camera 3" said Nick taking his feet of the desk and looking at the camera. In the center of the room it a green specked appeared and then it suddenly expanded to a giant green portal and out stepped 5 men in yellow hazmat suits. The men made their way over to the vault and stopped in front of it.

"What the hell Nick"

"Call for back up" said Nick but as he said that the power went out

"Shit…..well it look likes its just you and me to handle this Nick" replied Mitch pulling out his gun and running to where the A.I.M. men were.

* * *

"Hurry up we have 2 minutes" said an A.I.M. henchmen. One of the men stepped forward and took out three circular metal discs and placed them in a triangle pattern on the vault. Taking a step back the man pressed a button and the metal disc started to vibrate and the vault door started to sizzle and melt. After a few second the entire vault door had melted and three of the A.I.M. men went inside the vault and stepped onto an elevator platform that lowered them down further into the Roxxon Building. Two A.I.M. men stood by the vault guarding it.

"This is security guard Nick Salvador requesting back up at the Roxxon Building over" said Nick into his radio

"NO use Nick radio is dead" said Mitch peeking around the corner and seeing three men go into the vault and two stay behind and they both had their weapons drawn.

"Mitch on three…1…..2…..3" whispered Nick as he and Mitch stepped from around the corner with their weapons out.

"FREEZE RIGHT THERE…HANDS UP" The two security guards started to walk forward slowly with their weapons pointed at the A.I.M. henchmen but just as they came close the A.I.M men started shooting their weapons which instead of being bullets were high powered lasers. The two guards jumped to hide behind the wall they just came from. Leaning around the corner Nick and Mitch returned fired as best as they could but their weapons were no match for A.I.M."s laser weapons.

* * *

**Inside the Vault**

The A.I.M. stepped off the platform and found themselves in an underground lab. The A.I.M. ran through the lab until they came to a door that read: CAUTION DO NOT ENTER. Not paying any attention to the sign on the door, one of the A.I.M. men went to the control pad next to the door and punched in a few codes and the door swished open.

"We're in"

"Excellent"

"What the hell was that" asked one of the A.I.M men

"Sounded like gun fire…..hurry up we have about another 1 minute and a half to get as much of this concentrated Uranium back to Scientist Supreme M.O.D.O.K….now hurry up" said the A.I.M,. group leader entering the in the room.

* * *

**Outside the Vault**

"This is getting us nowhere" said one of the A.I.M. guards

"I know…let's try the new laser settings" the Other A.I.M. henchmen replied as he held down the trigger on his laser gun. The high power laser gun began to shake and vibrate. The man released the trigger and a widespread laser beam was unleashed destroying everything in its path

* * *

**High in the air**

"Quiet night" said Spider-man as he swung through the air, "Good because I'm not in the mood for an intense fight…..uh oh Spider sense" just as he was swinging past a giant red beam blasted through the side of a building along with debris and two bodies.

"Me and my big mouth" he said to himself as he let go of his web and dove after the bodies. Dodging the debris Spider-man got close enough to the falling men and shot and wide web net that caught both of them. Spider-man swung himself next to the net and checked the men to see if they were alive.

"Ugh…." Groaned one of the guards.

"Hey….hey what happened to you guys"

"M-Men…y-ellow…stop…..ugh" groaned Nick passing out. Spider-man narrowed his and looked up at the giant hole in the building.

* * *

"YOU IDIOT!"

"What it worked didn't it…..they're dead"

"Yeah but now you've brought attention to us"

"Who… the police…please do you think they can actually stop us, and if they can't who else is gonna stop us"

"I think that's my cue" said a voice. Both men looked up and saw Spider-man sticking to the ceiling. Then tried to raise their weapons but he was too fast. He dropped to the ground and shot two web lines at their weapons and yanked them away. Spider-man did a powerful punch combo on the first A.I.M. henchman which knocked him down to the ground out cold and then he spun and kicked the other in the head. He fell to the ground, but he wasn't out, he quickly crawled towards his laser gun and tried to grab it but Spider-man grabbed him by the back of his suit and lifted him off the floor and held him in the air.

"Who are you people…..this is the second time I've run into you yellow suited guys"

"BITE ME FREAK!" the man in the yellow suit replied.

'_Hmmm….what would Daredevil Do'_ thought Spider-man until he was hit with an idea, "Okay that's how you want it chuckles…fine" he said walking over towards the hole in the building.

"HEY! what are you doing…AHHHHHHHHHHHHHHHHHHHH!" he shouted as Spider-man dangled him upside down out of the hole.

"I tried asking nicely"

"AHHHHHHHHHHHHHHH PULL ME IN I'M AFRAID OF HEIGHTS"

"Answer my questions and I'll consider it"

"AHHHHHHHHHHH ALRIGHT! ALRIGHT WHAT DO YOU WANT TO KNOW"

"Who are You"

"WE GIVE UP OUR NAMES WHEN WE JOIN THE ORGANIZATION"

"What organization"

"A.I.M."

"A.I.M." Spider-man repeated

"ADVANCED IDEA MECHANICS"

"Are there more of you here"

"YES!...They're in the vault"

"Why are you here"

"T-To steal uranium to power the machine"

"URANIUM!" shouted Spider-man appalled at the what the man said "That stuff is dangerous and unstable…..Machine what Machine"

"PULL ME IN! AHHHHHHHH" he yelled. Spider-man pulled him up and roughly tossed him to the ground.

"Oh God…..thank you….I hate high places"

"SHUT UP! What machine " said Spider-man forcefully while grabbing him by the front of his suit, but before the A.I.M henchman could answer, the sound of an elevator coming up caught their attention.

"That would be the rest of my associates you freak, they ar…ugh….." started the henchman before Spider-man delivered a strike to a pressure point on the back of his neck knocking him out.

"Now what do I do about these other guys…..they need Uranium for some type of machine…..the question now is where is this machine and how do I destroy it" Spider-man said to himself as the elevator started to come into sight. Giving a quick glance to the henchman he knocked out, he got one of the craziest ideas he has ever had. He grabbed the A.I.M. henchmen and he jumped behind a corner, just as the elevator rose up.

'_I gotta hurry…this is either the smartest idea I've had or either the dumbest'_ thought Spider-man as he quickly took off the man's A.I.M. suit and started to put the suit over his costume.

* * *

"DAMN IT we're running behind schedule by 30 seconds move it" said the group leader as he and the other A.I.M. men walked out of the vault carrying black containers on their backs.

"Jeez…..what happened here" asked one of the henchmen as they saw the giant hole in the building.

"Those idiots used the new laser settings" answered the leader walking out of the vault looking at the hole. The group leader looked around and he spotted one of the guards he left on the ground and then he saw another coming around the corner adjusting his helmet.

"WHAT HAPPENED" he yelled storming up to the A.I.M. henchman coming from around the corner.

"Uhh…we had a little guard trouble and that idiot over there blew a hole in the building so I took him out for being stupid and I went to see if anyone was coming" he replied, _'Man I'm a good liar_' thought Spider-man

"Good job…..I'll be recommending you for a promotion" said the group leader.

"Uhh thanks" Spider-man replied from within the suit.

"Let's get out of here" said the group leader taking out a square device and pressing the black button on top of it. From the device a thin green beam shot out and into the air forming a small green speck. The green speck expanded into a green portal. The A.I.M leader and henchman stepped through the portal without thinking twice. Spider-man in disguise stood there for a second before he took a step forward and entered the portal.

'_I really hope this isn't a bad idea'_ he thought to himself. Coming through the other side Spider-man had to stop and stare in awe of what he was seeing.

"Oh my God" he whispered looking around. The portal led him to easily the largest laboratory he had ever seen it had to be twice the size of the Baxter Building. The lab was complete with all types of equipment and sophisticated machinery, most of the stuff he recognized from various science magazines and from searching the internet, but the majority of the other science stuff he didn't recognize they almost looked alien in nature. As Spider-man was looking around he was also following the henchman further into the lab that was filled with people in the same yellow hazmat suits. They were all running around doing different things in the lab. Spider-man came to a stop when he saw a giant computer with many different U.S. cities on the screen. Cities like, Seattle, Los Angeles, Washington D.C. and New York, and in front of the computer a man stood staring at each of the cities intensely. Spider-man could see the back of the tall man's head and it was bald and red.

"REPORT!" came a voice behind Spider-man. He turned around to see a large headed man in a hover chair, with small arms, and legs moving towards him and the group.

'_M.O.D.O.K_.' thought Spider-man recognizing the man from their last encounter. The leader of the group pushed his way past Spider-man and bowed in front of M.O.D.O.K.

"Scientist Supreme we were successful in our mission to retrieve the uranium" he said

"Excellent work #124, but what took you so long" asked M.O.D.O.K.

"Well scientist supreme there was an incident involving some guards…..but number 415 took care of it" said the leader pointing at Spider-man who was in disguise.

"Ha!...you see err Red Skull my minions know how to handle any situation and come out on top" shouted M.O.D.O.K.

The man standing in front of the computer slowly turned around when he heard his name being called. Spider-man turned as well to get a good look at the man, but he was slightly taken aback by the sight of the man M.O.D.O.K. had called the Red Skull. The Red Skull stood at an imposing 6'3; he was wearing a hideous red mask which was shaped as a skull which is where he got the name the Red Skull. The skull was a muscular man even though he was wearing a long black trench coat; he also had on a white shirt, black pants, black gloves and shoes. The Red skull walked towards M.O.D.O.K. and stood before him.

"Zey performed pathetically zey are late" said the Red Skull in a thick German accent, "Everything must go according to my plan if we are to succeed…ze Americans will not know what hit zem" he continued

"Your Plans err Red Skull don't you mean our plans" replied M.O.D.O.K.

"No…I mean my planz"

"Do not forget Skull it is my machine you are using…." Started M.O.D.O.K. before he was interrupted.

"And it's my uranium you are using" came another voice that Spider-man recognized.

'_Fisk_' thought Spider-man venomously as he turned to where he heard the voice. Fisk walked towards M.O.D.O.K and the Red Skull and stood next to them.

"Ah yes Kingpin" stated M.O.D.O.K. "how nice of you to join us"

"Fisk….I was just about to summon you….. I believe it is time you explained your reasons for helping me to cripple your own country" said The Red Skull looking at the Kingpin and leaving no room for argument.

"And so it is err Red Skull…..It's simple really you plan to use the machine to destroy the White House, and the majority of the major cities in the U.S. which will no doubt send the country into a tail spin…..so that's where I come in with some simple and subtly coaching and I can have one of my 'friends' in the white house in no time, thus giving me control of the U.S. and you Red Skull another ally" replied the Kingpin with a smile.

"Bold moves Fisk…..especially considering your empire is crumbling" said the Red Skull

"Looks can be deceiving Skull" replied the Kingpin through gritted teeth.

_'That evil fat bastard...No...focus Parker...Deal with these guys later, first you have to find this machine' _Spider-man thought to himself.

While Fisk and the Red Skull stood there staring each other down, Spider-man took this opportunity to slip away to find the machine that they were talking about. Using the skills Daredevil taught him Spider-man skillfully slipped away without anyone seeing him.

* * *

'_This place is a damn fortress'_ thought Spider-man as he looked around. Just as he was about to round a corner he saw an A.I.M. scientist with one of the black uranium containers run past him.

'_The Uranium'_, Spider-man wasted no time in following behind him. The A.I.M scientist ran until he came to a set of metal double doors. He then punched in a few codes on the panel and with a swoosh the doors opened. Spider-man had to shield himself as the strong gust of wind blew through the door. The A.I.M. scientist ran through the doors and Spider-man followed after him and he immediately had to stop.

'_Whoa_' he thought looking at what was in front of him. The metal double doors led to an outside platform, where there was a giant satellite dish situated on the platform.

'_I be they get great reception on that thing'_ he thought while he stared at the dish in amazement. Walking through the doors and outside Spider-man continued to look around and he noticed that he was on some type of floating station in the sky, shaking himself from his stupor he looked at the base of the satellite dish and saw 6 A.I.M. scientist gathered around an open compartment.

"I HAVE IT" yelled the A.I.M. scientist with the uranium container, "I Have right here"

"Excellent with this final container of uranium the machine shall be 100% operational" said one of the scientist grabbing the container and placing it inside a compartment on the dish that already had four containers of Uranium inside of it.

"Ummmm….I hate to interrupt, but what exactly does this machine do" asked Spider-man in disguise. Slowly they each turned to face him and even though they had on helmets Spider-man could tell they all had confused looks on their faces, shocked at the fact that he didn't know.

"Uh….it's my first day in the A.I.M. organization….I'm the new recruit" he said quickly

"Oh well that explains it number…."

"415"

"Well 415….do you know anything about project titanius"

"What is project titanius"

"Wow….A.I.M. standards have lowered" chimed in the A.I.M. scientist standing next to Spider-man.

'_When the fighting starts you're gonna be the first to get a kick to the face'_ thought Spider-man looking at the guy.

"Anyway….about 8yrs ago there was a meteor heading towards earth and at the speed that it was going it would have caused catastrophic damage to the earth. Well the American government sent a team of scientist to destroy the meteor and they did, but even though it was destroyed the fragments of the meteor are still floating around in space just past the moon to be exact and this machine will lock onto those remaining fragments and drag them to the earth to anyplace we want….unless they surrender"

"So this machine is a giant tractor beam that will be used in a plan to hold the world hostage unless they surrender to A.I.M."

"An oversimplification but yes….and now that the Uranium is in place it's fully operational"

'_Not for long' _thought Spider-man to himself.

* * *

**Inside the Floating Station: Lab**

"Scientist Supreme the machine is now operational" came the voice of an A.I.M. scientist over M.O.D.O.K.'s communicator.

"Your move err Skull I have completed my end"

"Let us begin zen….wait….no on second thought before we turn on ze machine I want our guest here to witness this" stated the Red Skull while pulling out his own communicator.

"Brock" he said into the communicator

"Yeah"

"I believe you and my daughter have had enough fun with our guests…. bring them up here…I don't want them to miss a thing" said the Red Skull with a sadistic smile

* * *

**At the Dish**

"Alright boys pack it in time to turn on the machine" said an A.I.M. scientist while closing the compartment with the Uranium. Everyone started making their way towards the metal double doors, with the intent on seeing the machine in action. Everyone except for one made their way to the doors. Spider-man quickly went to the compartment and opened it, looking behind him he saw that the A.I.M. scientist were too busy celebrating to notice him. Opening his A.I.M. suit slightly he reached into his utility belt and pulled out three web cartridges and tossed them in with the Uranium and then closed the compartment.

'_Now comes the hard part'_ he thought to himself as he ran to the metal doors right before they closed shut.

* * *

**In the Lab**

Entering the lab Spider-man followed the other scientist towards M.O.D.O.K. until he saw several new additions to the laboratory, namely a man and three woman in shredded clothing, and bruised and bloody faces. They were on their knees with their hands bound behind their backs and being held at gun point by A.I.M. scientist and three other people that stood out.

The first was a tall burly looking man with a black mask over his face, with a white skull painted on the mask. He was muscular with a body builder type frame, he was wearing a black combat body suit with metal gauntlets on both his wrist, and to complete his look he had a name tag on the left side of his chest that read: **Hi My Name is Crossbones**.

Standing next to Crossbones was an attractive woman with blood red hair. She was about 5'9 with a gymnast build, green eyes, with freckles going across her face and she had a sadistic grin that matched the Red Skull's perfectly. She was wearing a black combat body suit but her top was a red combat vest with a white skull in the center. She had red boots and like Crossbones she had a name tag on the left side of her chest that said: **Hi my name is SIN**.

The last person was man about 5'10 with an athletic build, in a white and blue body suit, and a cape. He had a brown utility belt and a brown strap going across his chest that held his guns an knives. He was wearing a mask similar to the red Skull's but his was white, but unlike Crossbones and Sin he wasn't wearing a name tag.

'_Now what' thought_ Spider-man looking at the people on their knees and the three people holding the guns.

Spider-man came to a stop when he saw the Red Skull step forward and walk up to one of the prisoners a bald black man with an eye patch on his left eye and then deliver a hard punch to his face and then a powerful kick to the man's stomach. The Red Skull then lifted the man up with one hand by his neck.

"Well Fury, anything to say now…..huh….how does it feel to be at my mercy….knowing that at any moment I could strangle the life out of you and your agents…to know that no matter how hard you try you can never stop me and in just a few moments your country will be crippled beyond repair…what do you think about that Fury" taunted the Red Skull as he applied pressure to Nick Fury's throat.

"I-I think you talk too much" replied Fury in his gruff tone before he spit in the Red Skull's face. The Red Skull recoiled from the spit and punched Fury as hard as he could across the face sending him to the ground.

"Taskmaster" he said. The man dressed in white pulled out a small knife and went over to the blonde prisoner and stabbed her in the shoulder.

"ARGHHHH" she grunted trying not yell out.

"Whoops" said the Taskmaster yanking the blade out and putting it back in his holder.

"I guess you still haven't learned any manners Fury, well I guess once this little demo is over we'll have to keep on teaching the four you proper manners" replied Sin with a smile.

"Enough of your Dramatics Red Skull I would like to get this over with" said Fisk in an irritated tone.

"Fisk…Don't ever interrupt me" stated the Red Skull turning to Fisk and give him his most intense and evil stare, "But you are right enough fun for now….time for my planz to come to fruition….M.O.D.O.K…..begin"

"As you wish err Skull" replied M.O.D.O.K drifting over to the computer. Metallic cables came out of his hover chair and then hooked into the computer.

"Beginning stage one" said M.O.D.O.K, The computer flashed the words beginning stage one and a grinding of metal could be heard. Looking up Spider-man saw the roof to the lab split open to reveal the clear blue afternoon sky and he also saw the giant satellite dish rise higher into the sky, until coming to a stop.

"Stage 1 complete, beginning stage two" , the computer flashed the words beginning stage two and the sound of gears turning filled the air, followed by a humming indicating that machine was turning on. Glancing around the room Spider-man saw everyone was looking up at the machine. He knew it wouldn't be long before his sabotage became apparent so he needed a way to rescue the prisoners and get out.

* * *

**In Space: Shuttle Orbiting The Moon**

"Houston this is Captain John Jameson come in over"

"Captain Jameson this is Houston what is it son"

"A few seconds ago we got a huge energy reading we are trying to find out where it came from but our sensor's can't trace it"

"Standby"

While Captain Jameson waited for Houston to respond another spike of engery occurred.

_'What the hell' _he thought to himself as he read the readings _'This can't be right'_

'CAPTAIN JAMESON!" yelled one of the crew members aboard the space shuttle

"What is it" he asked

"Look"

Looking through the window of the space shuttle Captain Jameson saw in the distance small to medium sized black meteor fragments moving towards them at a rapid pace.

"MOVE!" yelled Captain Jameson pushing a crew member out of the pilots chair and then getting in, "FULL POWER TO BOOSTERS….EVERYONE STRAP IN!" he shouted, the rocket boosters roared to life and Captain Jameson tried his best to manever the shuttle out of harms way, but just as the meteor fragments were about to hit the shuttle, the fragments suddenly swereved and entered the Moon's orbit and struck it's surface. Only two meteor fragments remained on course and sped past the shuttle and kept heading towards earth.

"What was that all about Captian" asked a crew memeber

"I don't know" replied Captain Jameson as he watched the speeding fragments head towards earth.

* * *

"M.O.D.O.K.! YOU MONSTROSITY WHAT ARE YOU DOING!" yelled the Red Skull running up to him.

"ITS NOT ME…..THE MACHINE IS MALFUNCTIONING…..IT HAS BEEN SABATOGED!" M.O.D.O.K. shouted back, as the satellited dish started shaking violently and making odd noises.

* * *

**Elsewhere**

"SIR!"

"What Is it soldier"

"I just got a lock on Colonel Fury's transmitter"

"SOLDIER YOU GET US TO HIS LOCATION 5 MINUTES AGO"

"Yes sir"

"COMMANDOS GEAR UP!"

"HOOO RAAA!"

* * *

"What's Happening" asked Fisk shaking M.O.D.O.K.'s hover chair. While everyone was occupied with the machine Spider-man decided to make his move. He took a running start and then jumped in the air and soared towards Crossbones and kicked him in the face sending him crashing into the Taskmaster. While he was still in the air he spun and punched Sin in her face, sending her flying back and making her drop her gun. Landing on the ground Spider-man picked up the gun.

"NOBODY MOVE!" he yelled, '_Maybe I can bluff my way out of here'_ he thought to himself as he aimed at the Red Skull.

"415! THE HELL ARE YOU DOING" yelled M.O.D.O.K.

"My name isn't 415 Jackass"

"Well zen what name shall I engrave on your tombstone" said the Red Skull stepping forward.

"My name isn't important…all that matters is what's about to happen…I'm getting out of here and I'm taking these guys with me…..now don't move or I'm gonna have to use this thing" said Spider-man, but as he made his statement the satellite dish started to wobble and sparks started to fly out and then suddenly the dish exploded. The top portion of the satellite broke apart and fell through the sky to the ground below but the rest of the satellite was covered in thick coats of webbing; webbing that Wilson Fisk instantly recognized.

"Boy….you are becoming a major pain in the ass" growled Fisk turning to look in Spider-man's direction. Knowing his cover was blown he used his free hand to remove the A.I.M. helmet.

"What gave me away Fisk" said Spider-man

"Who are you" Sin demanded as she tried to reach for her second gun.

"He's a dead man that's for sure" said Crossbones rising to his feet and wiping the blood from his lips.

"Don't worry about him…..he's not gonna shoot he's bluffing" said Fisk. Spider-man gritted his teeth because Fisk had called his bluff, but then at that moment he looked up in the sky and a smile formed on his face.

"You're right Fisk I won't shoot…but I'm pretty sure they will" said Spider-man pointing in the air. Up in the sky what looked like a hovering air ship with the U.S. flag painted on the side came into view and started firing on the A.I.M. floating station.

"IT'S SHIELD…A.I.M. RETREAT!" shouted M.O.D.O.K. trying to scurry away.

Spider-man threw the gun in his hand at Sin and it hit her in the face just as she tried to shoot him. Spider-man had to duck as Crossbones charged and slashed at him with a sharp metal blade that extended from his wrist gauntlet. Spider-man then did a back flip just as Crossbones slashed at his legs.

'_Got to shed this suit…..slowing me down….spider sense'_ thought Spider-man rolling to the side to avoid a knife being thrown by the Taskmaster. Crossbones and Taskmaster at the same time rushed at Spider-man trying to kill him, but while they were fighting him Shield Commandos were landing in the lab and firing on the A.I.M scientist.

* * *

"HIT EM HARD" shouted out the S.H.I.E.L.D commander Dum Dum Dugan as he landed on the ground and started shooting his gun. Shooting down several A.I.M. scientist Dum Dum looked around the lab until his eyes landed on Colonel Fury who was on the ground trying to reach for a gun despite the fact his hands were tied.

"COMMANDOS COVER ME!" shouted Dum Dum

"HOO RAAAA" they replied back. Dum Dum ran towards Fury still shooting every person in a yellow Hazmat suit.

"Hiya doin Boss" said Dum Dum taking out his knife and slicing the restraints.

"About damn time you guys got here…..what kept you" asked Fury rubbing his hands

"Around the time you guys got captured your signal got blocked and we couldn't find you" replied Dum Dum handing Fury a gun.

"Where's the Red Skull" asked Fury cocking his gun

"RIGHT HERE!" yelled the Red Skull from behind them. He delivered a hard punch to Dugan's face knocking him back and down, and then without stopping he knocked Fury's gun away.

"Time to die Fury" he said with a sick grin.

* * *

Spider-man dodged an over head strike from Crossbones but he missed a powerful kick to the stomach that came from the Taskmaster. The A.I.M. suit that he was wearing was slowing him down and he needed to get rid of it if he was going to survive this fight. Crossbones tried to thrust a blade through Spider-man's chest but Spider-man twisted his body and grabbed Crossbones arm and flipped over his shoulder. The Taskmaster watching Spider-man fighting charged in with a kick that Spider-man narrowly avoided, The Taskmaster then threw an uppercut that was also blocked, but as Spider-man blocked the blow the Taskmaster quickly grabbed his arm and then flipped Spider-man over his shoulder and onto the ground successfully copying the move Spider-man did on Crossbones.

'_The hell…that's my move'_ thought Spider-Man while kneeing Taskmaster in the head, and then springing to his feet, '_I've got to get out of this suit these guys are good'_, unzipping the suit, Spider-man jumped and in mid air his slid out of suit and tossed it at the Taskmaster, who leaned to the side to avoided the suit, but as he dodged the suit, Spider-man shot a web line at his face and pulled him in for a powerful punch that sent him flying back. Crossbones had recovered at charged at Spider-man again, but as he charged Spider-man fired a glob of webbing into his face blinding him.

"ARGH!" Crossbones yelled struggling to get the webbing off. Landing in a crouch on the ground Spider-man looked to the right to see that the Red Skull character punch one of the SHIELD agents in the face and then grab the guy with the eye patch. Turning back to his two opponents he saw Crossbones still struggling with the webbing and he saw The Taskmaster rising to his feet. Getting an idea Spider-man fired two web lines at Crossbones and then using his spider strength he swung Crossbones around and made him hit the rising Taskmaster and then from there he swung Crossbones around again and then he threw him at the Red Skull.

* * *

"My planz may be ruined…but at least I get to K…." started the Skull before he was knocked down by Crossbones, and he also dropped Fury in the process.

"WHO DARES!" growled the Red Skull pushing Crossbones off of him.

"Hey Skull….you want him you have to go through me" said Spider-Man landing in front of Fury.

"What the hell are you doin Kid" growled Fury from behind him.

"Saving your life"

"Child You do not know the forces you tamper with" said the Red Skull rising to his feet "and for Striking me YOU MUST DIE"

"Well then br…" started Spider-man before his spider sense started buzzing urgently. Looking up he saw a medium size meteor heading towards them. "Something tells me…..you won't get the chance" said Spider-Man still looking up. On cue everyone in the lab stopped fighting and looked up as the meteor's shadow formed over them.

"Oh Shit" said the Red Skull looking at the meteor as well

"My thoughts exactly" replied Spider-man

**BOOOOOOOOM!** Was the sound that echoed through the afternoon sky as the meteor hit the floating A.I.M. station sending it plummeting towards the ground in a fiery display of destruction.

* * *

**Elsewhere**

The second meteor that was heading towards earth had veered off course and was currently heading towards Antarctica. The meteor picked up more speed as it entered the earth's atmosphere. The meteor hit the cold and frozen continent with extreme force and caused a massive upheaval of the frozen ground. The upheaval continued on for several minutes until it finally settled down, but as the destruction settled a giant block of ice broke through the surface and slid across the snowy ground. If anyone was to look at this block of ice they would immediately know that it was no ordinary block of ice. It was not an ordinary block of ice because inside the ice was a man wearing a red, white, and blue military body suit with a giant star on his chest and a circular shield on his back.

* * *

**End Chapter: Read and Review (I like to know what you guys are thinking). Hey people another chapter down, another one coming soon I know a bit of a cliffhanger I hate those too, but they are necessary. I wonder if you guys know who I was teasing at in the end of this chapter, because I think you guys are really going to enjoy the chapter that he's in once that particular arc comes around: (you know what I gonna go ahead and give you guys the name of the chapter, the name of the chapter is: AVENGERS ASSEMBLE!) so I hope everyone sticks around to check it out, so my loyal readers until next time….**

**Next Up: The Villains of the Story **


	19. The Villains of the Story

**Disclaimer: I DO NOT in any form or fashion OWN any of the CHARACTERS, all CREDIT goes to MARVEL and STAN LEE, I am in NO WAY making any MONEY off of this story, NO MONEY is being exchanged NO MONEY is in my hands. SO PLEASE DO NOT SUE…..I ask again PLEASE DO NOT SUE, b/c I HAVE NO MONEY….I promise I DO NOT HAVE ANY MONEY, I am quite broke….Really I'm broke…..now onto the story. **

**Hey Readers it's me back with a new chapter hope you guys enjoy reading it because I did enjoy writing it. On a small note this is not a continuation of last chapters cliffhanger…..that is the next chapter this chapter is more along the lines of what's happening in New York while Spider-man is fighting A.I.M. and the Red Skull so having said that enough of me talking and on with the story…**

**Oh yeah don't forget to Read, Review, and Enjoy….**

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* * *

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**Chapter 14: The Villains of the Story**

**New York: Fisk Tower meeting room**

"So in conclusion, despite my Husbands shadier side and questionable dealings we are still a legitimate company. Our reputation is in jeopardy but do not worry, I have a full proof plan that will ease the public's mind and restore faith in the name Fisk" came the voice of Vanessa Fisk, the Kingpin's wife. She was in a meeting room with several public investors in their company, who were having doubts about whether or not they should stay with the company, because of Fisk's outing as the Kingpin.

Vanessa Fisk was 5'8 with long black hair, she had big brown eyes and beautiful pecan skin tone and she was of obvious Spanish decent and she also had a slim figure that many women would kill to have. There was no denying the fact that Vanessa Fisk was beautiful woman, but despite her angelic appearance her soul was just as black as her husband's.

"You talk a good game Mrs. Fisk, but can you back up your claims" asked one investor.

"Of course I can, just be patient and let me do all the work and I promise you this downward spiral my husband has gotten us into will be alleviated….trust me" she replied with a sweet smile.

* * *

After the meeting with the investors, Vanessa made her way back to her husband's private and lavish office, which as of now was hers. Opening the door the first thing she saw was Bullseye sitting in her chair and twirling a blade in his hands.

"So sweet cheeks…..how'd the meeting go" asked Bullseye with a grin.

"As expected they are backing out" she replied

"Tough break"

"No this is good…this is perfect"

"It's good that you're about to lose money" asked Bullesye raising an eyebrow

"Bullseye darling you may possess a unique ability when it comes to killing people but you fall short in the strategy department…..as the investors back out we find out who they are investing their money into and we sabotage the competition and leave the investors with no other place to put their money but back into our hands and when they do that we take them for all their worth, showing them the price they pay for backing out of a deal with us" said Vanessa walking towards the window and looking out over the city. Bullseye watching her every move got up from the chair and went to stand behind her, but he stood real close his tall stature towering over her 5'8. He leaned closer and whispered into her ear.

"You know something sweet cheeks….you sound just like him…especially when you talk about backstabbing people" whispered Bullseye running his hand down her arm.

"Well he is my husband it is only natural that some of his unique qualities rub off on me" she replied closing her eyes and enjoying the feel Bullseye running his hand down her body. Turning around to face Bullseye she looked into his lustful eyes and then pulled him in for a forceful kiss that he readily returned. Without breaking the forceful kiss Bullseye picked her up and then pinned her down on the desk,their kissing became even more fierce as their clothing began to disappear.

* * *

**Silvermane's underground Lab**

"Set up another one" demanded Silvermane "YAAAHHHHH!" he yelled as he smashed his metal fist into the brick wall.

"Another"

"Daddy I think that's enough" came Sable's voice as she put her hand on her father's shoulder. The exoskeleton suit that Silvermane had requested from his science team had been completed and Silvermane was beyond pleased with their work. Silvermane and Sable were currently in a lab testing out the suit and it was everything he expected and more. The suit was made of an extra flexible type of metal that fitted to Silvermane's unique physiology. As he requested the exoskeleton augmented his strength, speed, and and another side effect of the suit was that it increased his durabilty, when he was wearing the suit. One of the test the scientist did to test the durabilty was set off an explosion that Silvermane survived with ease. The state of the art exoskeleton was power by hydraulic circular disc in the arm, and leg joints which connected to a small fuel pack in the back of the suit, inside of the exoskeleton there were several small needles that inserted themselves into Silvermane's body, allowing him to activate the suit and deactivate it.

"No it's not enough Sable I-I feel like a young man again…..a man of 30, no a man of 25…I'm rejuvenated" said Silvermane punching a hole in a brick slab.

"Well now that you have your suit what do you plan to do now" she asked while watching him break another brick slab in two.

"This exoskeleton has far exceeded my expectations so therefore…I've decided to accelerate my plans and take out Fisk permanently" said replied crushing a piece of concrete in his hand.

"Whoa….Daddy I think you might be rushing things a bit what happened to bidding out time"

"That was before I had this suit but now that I have it….I'm unstoppable….Sable set up a meeting between Fisk and myself…tell him he can even pick the place" said Silvermane walking away and out of the lab.

* * *

**L. Thompson Lincoln's Meeting Room**

"You see Lincoln….w-we feel that at this junction in time we should stick with Osborn instead of jumping ship" said one of the board members. Lincoln sat at the head of the table with his hands pressed together firmly giving the board members in front of him a very hard glare.

"What you mean is that….due to the tragic end of a few of your collogues Osborn has gained control of his company's stock and his company is on the rise again and if you don't want him to buy you out you'll accept whatever deal he's offering" said Lincoln with a slight edge in his voice.

"Nothing personal Lincoln….it's just good business"

"Get out"

"Linc…."

"GET THE HELL OUT OF HERE NOW! ALL OF YOU" shouted Lincoln standing up and slamming his hands on the table. The board members wasted no time in leaving the office. Lincoln sat back down in his chair and then turned to face the window. In the distance he could see the Oscrop building and he balled up his fist.

BEEP! "Mr. Lincoln a Mr. Hammerhead is here to see you"

"Send him in"

Hammerhead walked into the meeting room and Lincoln turned to face him.

"I thought I told you not to come back here unless you had info on the Green Goblin"

"That's just it Boss I've got nothing, I've exhausted every resource, this Goblin character is a ghost no one has ever heard of him" said Hammerhead.

"UNACCEPTABLE!" Lincoln yelled "SOMEBODY KNOWS WHO HE IS HAMMERHEAD…..but perhaps I've asked the wrong person to go about finding him"

"What are you talking about boss"

"Perhaps Hammerhead you no longer have any sway in the community"

"HEY! I GOT PLENTY OF SWAY"

"Obviously since the Goblin is lying at my feet awaiting the final blow" Lincoln replied sarcastically.

"…."

"Call Flint"

"Why"

"Because Hammerhead maybe he can do what you can't…..tell him to be in my office A.S.A.P….now be gone" said Lincoln shooing Hammerhead away and turning back around in his chair.

Hammerhead growled a bit before turning around and leaving the office, _'that's they last straw….I'll show you Lincoln just you wait'_ Hammerhead thought as he exited the meeting room, and leaving Lincoln alone with his thought.

'_Well played Osborn_' thought Lincoln looking at Oscorp through his window '_sending an assassin after me…that's bold….very bold but two can play this game_' he thought with a smirk crossing his face.

* * *

**Fisk Tower**

Rolling off of Bullseye Vanessa Fisk gave a heavy content sigh and ran her fingers through her sweaty hair. Looking around for her purse she grabbed it and openend it and took out a pack of cigarettes. She took on and lit it and took a drag. Blowing out some smoke she laid back down next to Bullseye.

"If this is the way you treat your employees, I hope you stick around" said Bullseye

"Oh I plan on being around for a long long time darling" she replied blowing out more smoke.

"I thought this was just a temporary thing….ya know until the big man gets back" said Bullseye

"That's what Wilson thinks…..but his time as Kingpin is over….I told him when he first became Kingpin that the harder he squeezes the easier it is for things to slip through his fingers…but Wilson being Wilson didn't listen and now look he's lost control…so now it's my turn run things...it's time for someone to show him how its done"

"So you're tyring to be the new Kingpin huh"

"Yes I am"

"It's a big job….think you can handle it"

"I thought I just proved I can handle big things" she said with a smile. Bullseye leaned down and started kissing her shoulder then her neck with intention of repeating what they had been doing for the past hour and a half, but they were interrupted by the intercom.

BEEP! "Mrs. Fisk there is a Sable Manfredi on line 1 for you" . Breaking away form Bullseye when she heard the name Manfredi, Vanessa answered the intercom.

"Thank you" she said pressing the button and picking up the phone. "Speak"

"Fisk" snapped Sable

"Yes….. this is Vanessa Fisk"

"Look sweetheart put the fat man on"

"Or what" replied Vanessa without fear.

"Or the deal my Father is willing to propose goes out of the window" threaten Sable.

"Wilson is no longer running things I am and I'm interested in what your Father has to say….and he should be interested in what I have to say so you tell Silvio that Vanessa wants to talk to him say 9:00 tonight at Che Plaza restaurant, until then girl" said Vanessa hanging up, "Bitch" she said

* * *

"THAT BITCH!" shouted Sable slamming the phone back on the hook and going to find her Father.

* * *

"Who was that" asked Bullseye

"The competition…..get dressed we have a dinner to prepare for" said Vanessa standing up and searching for her clothes.

"Lovely" replied Bullseye grabbing his pants and putting on his clothes as well.

* * *

**Lincoln's Private Office**

KNOCK ! KNOCK!

"Enter" came L. Thompson Lincoln's voice. Opening the door Flint Marko walked into the office. Flint Marko stood at 6'1, dark brown hair, pale skin, mean brown eyes, and a scowl on his face. He was a man of a muscular build that suggest that he worked out heavily. He was wearing a green sweater with black stripes and badge pants, along with a black trench coat.

"Ah Marko so good to see you….how's the family"

"You had a job for me" Flint curtly responded.

"Yes I do"

"What is it" asked Flint sitting down in a chair

"I'm sure you heard about what happen at the gala I had about a week ago"

"Who hasn't….not very good for your reputation Lincoln"

"Exactly why I'm in need of your expertise in sending a message" said Lincoln

"Do you know who it was"

"No I need you to find out who this person is and when you do show no mercy"

"Do you have a name"

"Calls himself the Green Goblin that's all I know I need you to find out the rest"

"It's gonna cost you double the usual"

"…." Lincoln ddin't reply he only gave Flint a hard stare which Flint returned.

"Double"

"Times are tough"

"….Fine….but I want fast results"

"And you will just leave it to me" said Flint getting up from the chair and leaving Lincoln's office.

* * *

**Oscorp Labs**

"That's the last of it…..The Last vile of OZ" said Dr. Stevens as the green liquid drained out of the vile, "Such a waste"

"TO you Stevens but not to me" said Norman who was standing behind her '_**There can be no other like me I will remain the one and only successor to Captain America….You'll thank me for this Osborn' **_he thought to himself.

"You're right Osborn it's not as if you're flushing millions of dollars down the drain" chimed in Dr. Warren sarcastically

"ENOUGH!...I have my reasons…reasons that might escape your tiny minds but trust my reasons are valid and need not to be questioned…..so now that the OZ has been destroyed on to the next project"

"Which is what Norman" asked Dr. Stevens

"Yes Osborn pray tell what is more important"

"Gene splicing" replied Norman with a smile

"WHAT!" both scientist yelled at the same time.

"Think about it human DNA spliced together with any animal of our choosing…think about what people would pay to know the strength of a bear, or have the speed of Lion, think about what the Military would pay to have a soldier that could breathe underwater"

"Yeah but it's impossible"

"Not in my vocabulary….now Stevens, Warren get to work on this" said Norman curtly before he turned and left the lab.

"Okay….I agree with you Stevens" said Dr. Warren

"About what"

"Norman Osborn has gone Insane" replied Dr. Warren as they heard Norman cackle loudly in the distance.

* * *

**9:00 pm Che Plaza Resturant**

An expensive limo pulled up to the front of the restaurant. The driver got out of the limo and went to the limo door and opened it. Out of the limo stepped Sable in a tight sliver dress, with a silver purse that held her guns. Sable took a step to the side and allowed her father to step out of the limo. Silvermane stepped out of the limo wearing a light silver suit, adjusting his suit slightly he smiled a little and then started towards the restaurant entrance.

Entering the restaurant Silvermane strode past the young waiter who tried to greet him and made his way towards the table that he has sat at many times before whenever he and Fisk decided to have a sit down. Coming to a stop at the large table, Silvermane and Sable faced the beautiful Vanessa Fisk who was wearing a tight black dress and sipping some wine.

"Silvio such a pleasure to see you again…still handsome I see"

"Vanessa to say I was surprised when Sable told me that you were in charge would be an understatement, though I must say I'm glad that this sudden change has happened you are much better looking" said Silvermane sitting down.

"Silvio you still have that charm" she replied

"Where's Wilson" asked Silvermane

"He's gone…..where…well I can't say…but he's out of the picture thats all that matters"

"Was it your doing"

"Partly…..but I had some help"

"Still the black hearted bitch I see" he replied smiling at her

"Silvio there's that charm again" she said returning his smile.

"Oh God" said Sable while rolling her eyes

"Something the matter girl"

"Girl" replied Sable offended "In case you haven't noticed you old bitch I'm a grown woman….now I thought we came here to discuss business and I for one am eager to get this over with…The Fisk empire has fallen time for the Manfredi to reign supreme"

"I think your daughter needs some professional help Silvio….she's having delusions of grandeur" said Vanessa sipping more wine.

"Oh no Vanessa Sable is quit right Fisk fucked up…he got careless and as a result everything is crumbling….Lincoln is already making a play for Osborn's company and I have control of the Maggia crime family….but it's not enough I want more…..I want all of it the whole slice of pie just like Wilson had…for too long I've sat by and watch that fat bastard walk all over the values that a true crime boss should follow….I've sat in the shadows and watched as the disease that is Wilson Fisk spread and I'm tired of it" said Silvermane with an edge to his voice, while staring into the eyes of Vanessa as he said every word.

"We want him gone" Sable chimed in

"And he is gone, I've seen to it….I'm in charge now and I'm willing to negotiate a better deal than what my husband was offering"

"You must be getting deaf in your old age….we said we want Fisk gone that includes you too, Mrs. Fisk" said Sable.

"Think about what you're doing Silvio do you really want to go down this road….do you really want me as an enemy…..do you really want a war"

"We are at war Vanessa"

"Well then I believe this dinner is over" she said putting her wine down.

"I believe it is…come Sable" said Silvermane standing and turning to leave the restaurant. Watching the Father and daughter leave Vanessa picked up her phone and dialed a number.

"Yeah"

"Proceed as planned" she said into her phone to the other person on the line.

"As you wish sweet cheeks" the voice replied before the line went dead.

* * *

**Inside the Limo**

"You should have killed her right then Daddy"

"Sable I know what I'm doing and I wanted to kill Wilson not Vanessa" replied Silvermane looking out the window.

"So what's the history between you two" asked Sable looking at her father.

"….S-She was supposed to be your mother Sable ….that was until"

"Fisk showed up and stole her away"

"Sable make no mistake I loved your mother I did but Vanessa….she…was on another level….everything I could ever hope to have in a woman….beauty…brains…that ruthless streak….."

"Daddy just stop okay….just stop it…..because of your trip down memory lane we may have just lost our window of opportunity"

While Sable and Silvermane were talking in the back of the limo, the driver had a wicked smile on his face.

* * *

**Flashback**

The limo pulled up to the restaurant. The driver got out and opened the door for Sable and her Father. The driver watched as they both entered the restaurant, he then closed the door and got back into the car. A few minutes went and the driver rolled down his window, he was starting to get bored waiting on Silvermane and Sable to finish up their meeting. While he was waiting he decided to light a cigarette. Leaning back in his seat he was smoking on the cigarette when he suddenly felt a sharp prick hit his neck, then he felt another, then another, and then another one. Choking and gagging the driver put his hand to his throat and felt several long thin needles jammed into his neck. From across the street Bullseye stepped out of the shadows and had a wicked grin on his face as he watched the driver choke and gasp, but the thing that made him the most happiest was that fact that no one on the street had noticed the driver choking to death. Casually Bullseye strode over to the limo and opened the driver's door. He pushed the driver over and got in and drove around the corner into an alley. Stopping the car he looked at the dead driver in the passengers seat, still not losing his smile.

"Sorry ya poor bastard nothing personal" he said as he grabbed the driver's hat and put it on his head.

* * *

**Present**

Bullseye pulled out a device that looked like a remote control and he flipped a blue switch. In the truck of the limo the bomb that was strapped to the dead driver switched on and started to count down from 15 seconds. He then slammed his foot down on the accelerator making the limo speed up.

* * *

"Daddy did you feel that" Sable said

"Yeah we're speeding up….DRIVER WHAT ARE YOU DOING!" yelled Silvermane

RING! RING! RING! Went the phone in the limo. Silvermane picked up the phone and the voice on the line was Vanessa.

"Good-bye Silvio" was all she said before the line went dead. Bullseye was now driving full speed on Brooklyn Bridge and he turned the wheel making the limo head towards the rails. Opening the door Bullseye jumped out of the car just as it rammed through the rails and off the bridge heading towards the water below. Just as it reached the halfway point the limo exploded and then slammed into the water sinking to the bottom.

* * *

As the limo sank to the bottom of the water bubbles began to form on the surface of the water and out popped Silvermane in his mechanized exoskeleton suit. He had activated the suit as soon as he heard Vanessa hang up the phone. Silvermane pulled his daughter to the surface and to his relief she was still alive, but she was burned in several places.

"AUGHHH…cough…" went Sable gasping in as much air as she could

"SABLE…..SABLE…..ARE YOU ALRIGHT…SAY SOMETHING" said Silvermane shaking his daughter, desperately trying to make sure his she was alright.

"I-I…..t-told you so" was all that she said before she passed out. Letting out a sigh Silvermane swam to the river bank and walked out of the water with his daughter in his arms and the only thought on Silvermane's mind at the moment was: **REVENGE**

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**End Chapter: Read and Review: Whew another chapter down and another one is coming soon. Hey people its me again, yeah I know a bit of a short chapter I tried to make it longer but this is everything that I wanted to happen in this chapter, If I tried force more things in it would probably come back to bite me later on, but don't worry next chapter should be longer. Also, I have a few stories in works that I started writing (Check my profile to see the stories) but I don't know which one I should start posting, so if you guys have a preference or one you'd like to read the most let me know….so my loyal readers until next time…..**

**Next Up: S.H.I.E.L.D**


	20. SHIELD

**Disclaimer: I DO NOT in any form or fashion OWN any of the CHARACTERS, in fact ALL CREDIT goes to MARVEL and STAN LEE, I promise you I am in NO WAY making any money off of this story, NO MONEY is being handed to me and NO MONEY is being exchanged so Please find it in your heart NOT TO SUE because I promise you I HAVE NO MONEY….I'M COMPLETELY BROKE….really I am…..any way onto the next chapter.**

**New Chapter up, remember to READ, REVIEW, and MOST IMPORTANTLY ENJOY…..**

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**Chapter 15: S.H.I.E.L.D**

"AAAAAAHHHHH….gasp…cough….UGH" went Spider-Man as he broke through the surface of the water, gasping and sucking in the air greedily.

"UGH…I'M ALIVE!" Spider-man shouted as he floated in the freezing cold water happy that he survived his brush with death, _'I'm a-alive…b-but not for long if I d-don't get out of this f-freezing water_' he thought. Looking to his left and then to the right Spider-man saw nothing but the burning remains of the floating A.I.M station as it sank deeper and deeper into the ocean water. As he floated Spider-man noticed that he didn't see anyone else from the station, No M.O.D.O.K or A.I.M. henchmen, No Red Skull, or Fisk or any of the commandos that stormed the base. The last thing that Spider-man remembered was looking up and seeing a meteor heading straight for him, he remembered the meteor hitting the station and it splitting in half but after that everything is blank.

'_I-I..h-ave to g-get out b-before I-I freeze t-to death_' he thought while swimming past some of the fiery remains.

"H-HELP M-ME" called out a voice in the water up ahead. Spider-man swam to the voice and saw that it was one prisoners that was being held at gun point. She was trying to stay afloat but her hands were still bound together behind her back. Spider-man wasted no time in swimming over to her and grabbing her by the waist and pulling her up so her head was above the water.

"Y-You alright" asked Spider-man through his chattering teeth

"N-No I'm pretty f-far from o-okay" she replied, stuttering from the freezing cold water "I'm s-still shackled, I-I have b-bruised ribs p-possibly broken , a dislocated s-shoulder and w-we're probably gonna freeze to d-d-death before anyone finds us" she continued, while spitting out the water.

"H-Hold on…. I think there are some debris we can float on" said Spider-man kicking his legs, making him and the woman drift towards a floating piece of the destroyed A.I.M. station. Swimming to the debris he hoisted himself and the woman onto the floating piece of wreckage and out of the water.

"AAAAGH!" she yelled "My shoulder"

Spider-man carefully took hold of the shackles and using his strength he broke the restraints.

"AUGH" she grunted "I need you to do me another favor….my arm is dislocated….I need you to put in back in place"

"How do I do that"

"Take my arm and when I say pull…..you give my arm a firm yank…..okay"

"I don't think…."

"I'm in pain"

"Alright which arm"

"My right" she replied, Spider-man took her right arm

"Alright…one….two….three….AAAAHHHHHHH" she yelled as Spider-man yanked her arm snapping it back into place.

"Better"

"Much… thanks" she said laying down and cradling her arm.

'_Whoa…..I'm having the weirdest sense of déjà vu'_ thought Spider-man. Ignoring the déjà vu, Spider-man took this opportunity to look over the woman. She had long dark blonde hair, blue eyes, and an athletic build; she looked to be about 6 or 7 years older than himself, but he wasn't sure.

"What's your name" asked Spider-man looking around to see if there was a way out of this mess that he had stumbled into.

"I am S.H.I.E.L.D Agent Carol Danvers"

'_Whoa…..there it is again… Déjà vu'_ he thought, "S.H.I.E.L.D what the hell is that"

"It stands for Strategic Homeland, Intervention, Espionage, Linguistic, Division" she replied sitting up and looking at him.

"Espionage…you're a Spy" asked Spider-man

"Among other things" she said "So tell me your name"

"I'm P..." he started but he stopped himself, he did it because he almost gave out his real name, it was almost as if he was compelled to give his name but some how at the last second he stopped himself " I'm Spider-Man" he said to her, '_What the hell was that'_

"That's not your name….that's what you call yourself" said Agent Danvers scooting closer to him and gently putting a hand on his shoulder, "Tell me what your name is"

"My name is Pe..." he stopped himself again, he gave his head a shake and then looked at her, "My name is Spider-Man" he responded. He stopped himself again as the feeling of someone forcing him to say his name washed over him again, but this time his spider sense started going off "_Something is very wrong…..it's not danger…well it is….but it's coming from…inside my head"_

"WHAT IS YOUR NAME KID…." Demand Agent Danvers shaking him slightly

"Hold on why isn't it freezing anymore…your arm…it's not hurting you anymore…..what the hell is going on here" said Spider-man grabbing Agent Danvers arm.

"WHAT IS YOUR NAME"

"MY NAME IS SPIDER-MAN!" he shouted and suddenly he heard a cracking noise.

"Damn it" she said to herself quietly, as she turned to glass and shattered into a millions pieces. Looking around everything started to crack and break apart, Spider-man suddenly felt the debris he was sitting on give away and he fell into blackness.

* * *

**S.H.I.E.L.D Hellicarrier: Holding Room**

"Shit….Agent Danvers…he's waking up again"

"I know"

"AAAAAAHHHHHHHHH" yelled Spider-man as he opened his eyes looking around frantically.

"Calm down…Calm down" said Agent Danvers but only she wasn't hurt anymore, she had a few bruises on her face but otherwise she was fine. She was wearing a skin tight dark navy blue uniform with a tag on the side that said S.H.I.E.L.D Agent. Spider-man looked around and he wasn't in water he was in an all white room strapped to a chair by metal restraints on his feet, chest and hands, there was also a small circular disk on his chest. There was a table in front of him and on the other side was Agent Danvers and another female Agent that he didn't recognize, and behind them was a door and next to the door was tinted window that he couldn't see out of but he knew they could see in.

"WHAT THE HELL IS GOING ON!" he shouted struggled with his restraints but as he struggled the circular disk on his chest gave out a mild electric shock. **BZZZZZZZZZZZZZZZZZZZZ** "OUCH!" he yelled looking down at the disk on chest, "WHAT THE HELL WAS THAT!"

"Spider-man…Calm down" said Agent Danvers, "I'll explain everything" she continued trying to reason with him. Spider-Man growled slightly but ultimately he stopped struggling, He knew that no matter how hard he struggled he wasn't getting away at this moment so, calling upon the training he had done with Daredevil he calmed himself and started to mentally assess the situation and form a plan on how to escape.

"There…..that's good nice and calm…now…." But before she could say anything Spider-man interrupted her

"Is your name really Carol Danvers"

"Yes" she replied

"Are you really a spy"

"Yes I am…among other things"

"Cool…..why am I strapped to this damn chair" asked Spider-man forcefully.

"Because we don't know who you are, or where your loyalties lie….and we don't know how you got aboard that A.I.M. station or why were you wearing an A.I.M suit, are you apart of …."

"I get it" he interrupted her

"So you can see where we are coming from….now if you just answer my questions this will go a lot smoother for everyone….first things first…Who are You"

"I'm Spider-Man"

"Your real name"

"…"

"….Fine we'll come back to that one….why were you on the A.I.M. station"

"I was doing my own espionage" said Spider-man

"Explain"

"Look…these A.I.M. guys broke into Roxxon Industries Building in Manhattan, I arrived and took out two of their guys but before I did that I learned they were stealing Uraninum to power some machine. So I stole a uniform from one of the guys I knocked out and I was gonna follow these guys to the machine and destroy it….mission accomplished…I not only destroyed the machine I saved countless lives….including yours Agent Danvers….yeah I remember you…you and two other people were prisoners of the Red Skull"

"Thanks for that by the way"

"No problem…..but usually when you save someone they owe you one….and the way you can repay your debt to me is by LETTING ME GO!" he shouted

* * *

**Outside the Holding Cell**

Two men in matching S.H.I.E.L.D uniforms stood outside the holding cell watching Agent Danvers and she talked to Spider-man.

"Dum Dum you vouch for this kid" asked Colonel Nick Fury in his usually gruff tone while staring intently at Spider-man.

"I do Nick…..he saved my ex wife a few months back….and if he hadn't sabotaged that damn dish we wouldn't be having this conversation right now….you'd be dead and the whole damn country would be in ashes" replied Dum Dum Dugan standing next Fury.

"Alright….we'll do it your way tell they boys to take us back to New York"

"Yes sir" replied Dum Dum turning and heading towards the Hellicarrier bridge, leaving Fury standing by himself.

'_Hmmm….this kid could be useful in the future'_ he thought to himself running a hand over his chin.

* * *

**Back in the Holding Cell**

"Okay Spider-man last question….What is your real name"

"If you're so curious as to who I am why don't you just take off my mask and see for yourself"

"We tried….several times….but your mask is stuck to you….it's welded onto you face somehow"

'_Well….that is an interesting development…..I-I must've unconsciously made my mask stick to my face even though I was out cold…..cool'_ Spider-man thought to himself.

"You're lucky I was able to talk my boss out of cutting your mask off"

"That sounds unpleasant"

"I would have been for you….I was able to convince him of a less aggressive approach"  
"The whole Jedi mind trick you were trying to play on me to get me to say my name" said Spider-man

"Yes"

"How did you do that by the way" he asked

"Agent Wells here can read minds and create illusions within a persons mind….she's a mutant….just like we think you are" said Agent Danvers.

"A what" he replied, but just then the doors swished open and a man stepped through

"A mutant" said Nick Fury walking into the room. Agent Danvers stood up out of the chair and let Fury sit down in it, "She said we think you are a mutant" Fury repeated staring at Spider-man

"What is a mutant…and who are you"

"A mutant is a person born with an extra ability…Agent Wells can read minds, but she can't seem to read yours"

"I must be lucky"

"Guess So" Fury replied

"So she can't read my mind….but she can create an illusions….you created an illusions to a situation where I would comfortably reveal my identity"

"What do ya know the kid has a brain" said Fury with a grin

"I'm curious Agent Wells why did you use Agent Danvers as a person for me to revel my Identity to…..and why did you choose that whole scenario"

"It was the most recent memory that I could access" said Agent Wells

"Wait….so Agent Danvers I really did pull you out of the water" asked Spider-man turning towards her

"Yeah you did…but after you pulled me out we were picked up by S.H.I.E.L.D and we knocked you out with knock out gas"

"Wow…..you guys suck at gratitude….I save you guys and you knock me out and try to read my mind…..you guys are defiantly off my Christmas list" joked Spider-man.

"We're getting off topic" Said Fury

"Which was"  
"Are you a Mutant….where you born with your powers…because if you were then I know a person who can look after you and teach you to control your powers"

"No…I'm not a mutant"

"You're not" said Agent Danvers

"No….you said mutants are born….well I was kinda made this way"

"Someone made you this way"  
"It's not that cut and dry….I got these powers by accident…alright that's the last question I'm answering until you let me out of these restraints and take this dame disc off my chest"

"No"

"Why"

"Because Spider-man you are an anomaly….and it's my job to know everything about everyone and you I know nothing about" said Fury still staring at him.

"All you need to know is that I'm someone that's trying to help" replied Spider-man sternly. Fury and Spider-man stared at each other for a long minute neither moving a single muscle. Fury released a sigh and reached into his pocket and pulled out a silver cynlinder object and pushed the button on it. The button made the metal restraints on Spider-man open and the metallic circular disc on his chest to fall off.

"I believe you" said Fury standing up

"Finally" replied Spider-man rubbing his wrist and standing up as well.

"Follow me kid" said Fury turning and walking out of the room. Spider-man stood still for a moment before following behind Fury. Agent Danvers and Agent Wells followed them out as well.

* * *

**Oscorp underground Lab**

"I take back what I said about Osborn" said Dr. Warren while he was staring at the computer screen in front of him "This splicing is very very interesting"

"Its ridiculous Warren…completely ridiculous" replied Dr. Stevens

"Not it isn't look at this" he said motioning for her to come towards the computer "Look at this…..that is the genetic structure of Human DNA and look at the DNA strand of a Gorilla" he showed Dr. Stevens by pointing at the different strands on the computer.

"Yes I know its similar….but that doesn't mean we can simply thrust them together and hope for the best"

"Exactly!" he eclaimed

"what"

"That's always been the problem in the past…..our collegues have always tried to take full DNA strands and then thrust them together….but what if we did something different…what if we were to strip the best parts of each strand and then put them back together piece by piece" said Dr. Warren demonstrating his point on the computer.

"Interesting theory…..very" replied Dr. Stevens looking at the screen and catching on to what Dr. Warren was talking about.

"I know"

"But there's a flaw in this design" she said looking at the image

"Where"

"Here….the binding of the two genetic structures…it's going to separate" said and as the words left her mouth the DNA strand on the computer broke apart and the words: COMPLETE BREAKDOWN flash across the screen.

"DAMMIT…..how did you know that was going to happen" he asked turning to face her

"Easy….even though you are stripping the genetic strands you're still taking two independently thinking strands of DNA and you're forcing them together….the result can only equal one outcome complete break down….you need a….

"A mediator…we need something to keep the peace between the two independent strands" finished Dr. warren letting out a sigh.

"And now we give up like every other scientist who has tried splicing because there is no known element that can play mediator for something advanced as splicing" said Dr. Stevens leaning against the computer.

"Wait a minute…yes there is…the OZ!" exclaimed Dr. Warren

"But we destroyed all of it" she replied looking at him

"…"

"Right Warren" she said again

"Look Stevens…..I know we have our differences"

"We hate each other"

"Right….but I'm calling a truce….I didn't actually destroy all of the OZ"

"You do realize that once Norman finds out…"

"Which is why I'm going to need you to be tight lipped on this one"

"And if I don't"

"Then I'll be forced to tell Osborn that you were in on it as well….and you know how unstable he is right now, so his reaction to finding out we didn't follow his instructions can only lead to…an unpleasant outcome"

"You Bastard" she said balling up her fist and punching Dr. Warren in the mouth, "OUCH!" she growled hurting her hand in the process.

"Nice punch….I haven't been hit like that since my third ex-wife, but now that we are on the same page I'll get the OZ and then we'll see if our theory is correct" said Dr. Warren brushing past Dr. Stevens

'_I'm gonna get you for this'_ thought Dr. Stevens still holding her fist

* * *

**S.H.I.E.L.D. Helicarrier**

"Whoa" said Spider-man as he stepped onto the bridge area of the S.H.I.E.L.D. Helicarrier. Advanced types of computers littered the bridge, dozens of men and women in the same navy blue uniform as Agent Danvers and Wells were moving all about. In the center of the room was a large chair that was plugged into all of the computers, looking at the chair Spider-man deduced that it was Captain's chair. In front of the Captain's chair was a massive viewing screen with several pictures of people and places going across, but one picture in particular caught Spider-man's eye, it was a picture of him and standing in front of the screen was an attractive woman. She was about 5'8 with short black hair, tan skin and an athletic figure, and she was wearing the same dark navy blue uniform as the rest of the S.H.I.E.L.D agents. Turning around she faced Colonel Fury as they approached and Spider-man recognized her as the other prisoner he rescued from the Red Skull.

"Hey…" started Spider-man but he was interrupted by Fury.

"Agent Hill, what's our current location"

"Sir we are 2 minutes away from New York City" she replied quickly while glancing at Spider-man. Fury nodded and turned at went to his chair. Following behind him were Agent Danvers, Hill and Wells. Spider-man stood at the screen still looking at the picture of himself.

"This costume really shows off my love handles" he joked, "But on a serious note why do you have my picture up there"

"You're in my system now kid" replied Fury in his gruff tone.

"Why"

"Because kid you're eventually gonna work for me"

"Excuse me"

"You are going to work for me…not now…but soon…and before you say anything else no you don't have a choice…allow me to introduce myself….I am S.H.I.E.L.D. Director Colonel Nick Fury and it's my job to asses threats and deal with them, but it's also my job to scout out assets; people who can help me keep the peace around the world, and you are a potential valuable asset or a possible threat in the making"

"I'm a threat"

"Kid you said it yourself…..You successfully infiltrated A.I.M., you found and destroyed their machine that would have killed thousands of people and you saved my life and my agent's lives and you did it by yourself…impressive…..now if you can do that at the age that I think you are imagine what you'll be like when you get older, you can be someone capable of great good or great evil and under my direction you'll do some good"

"What if I refuse"

"It's an offer you can't refuse…..either you do what I say or I make your life a living hell"

"Not much of a choice…..serve you or be damned"

"Yet it's the only one you got…..but relax kid I told you it's not going to be right now…..so keep you're little secret identity…..because eventually kid I'm gonna find out who you are…..it's what I do and I'm very good at my job" said Fury staring at Spider-man.

"I can guarantee you this one thing Colonel Fury…you will never and I mean never find out who I am….not you…not anybody"

"You keep thinking that kid….Hill, Danvers"

"Yes sir" they replied

"Take the kid here on a transport to the ground below and then report back here immediately we have to find the Red Skull and A.I.M."

"Yes sir"

"Be seeing you kid" said Fury turning his gaze to the screen"

* * *

After Spider-man left the bridge with Agent Hill and Danvers, Colonel Fury turned to Agent Wells.

"Wells…..tell me something about this Kid" said Fury

"Sir…..the only thing I can tell you is that he's about 15, he's smart...and I can't read his mind"

"Explain"

"Sir, Agent Danvers and I tried several times to penetrate his mind, but…..I couldn't he has some sort of barrier around his brain, the only thing I could do was temporarily create an illusion, but eventually the barrier somehow alerted him to my presence in his mind and he realized that it was an illusion and the illusion shattered"

"Hmmmm….interesting" replied Fury "That is all…you're dismissed"

"Yes sir" she said turning and walking away.

"ATTENTION…..Set a course for Washington D.C" Fury yelled out.

"Yes sir" responed the Agent in charge of flying the Helicarrier.

'_After this little fiasco, it only makes my point ever greater….I need some bigger guns'_ thought Fury to himself leaning back in his seat.

* * *

**Osborn Mansion**

"DAD!" shouted Harry as he searched his rather large Mansion for his father. Harry hadn't seen his father in the past three days. The last time Harry saw his father he didn't give him the usually sharp tongue condescending remark, he simply brushed passed him, like he was a stranger.

"DAD!" shouted Harry again as he went to his father's bedroom. Opening the door he looked inside the room and didn't see him, but he heard a beeping noise coming from the computer on his Father's desk. Getting curious Harry went towards the computer and touched the mouse. The screen saver went away to reveal two images. The First was an image of a human brain and one half of the brain was red and the other was blue and in big bold letters next to the image it said: **OZ HAS COMPLETLEY ALTERED BRAIN WAVE PATTERNS NON REVERSABLE…MENTAL STABILITY AT RISK. **Turning away from the first image Harry looked at the second image of a long DNA chain and next to that image in equally big bold letters read: **WARNING ENHANCED CELLULAR DEGENERATION 30% AND INCREASING. **

"What the hell is this" Harry whispered to himself but at that moment his Father entered the room and both stared at each other.

"I-I-I'm so-rr-y I….."stuttered Harry.

"GET AWAY FROM THERE!" yelled Norman with raged filled eyes. With great speed Norman crossed the distnace and yanked Harry away from the computer and lifted off the ground with one hand and held him in the air.

"J-eez" gasped Harry as he felt his father's grip on him.

"THE HELL DO YOU THINK YOU'RE DOING BOY" growled Norman "YOU KNOW MY ROOM IS OFF LIMITS"

"I-I-I'm sorry…..I was looking for you and I heard beeping"

"SO YOU WERE SPYING ON ME" he shouted

"NO!...I was just looking for you"

"Why"

"Because I haven't seen you in three days…I was worried" contined Harry. Norman tossed his son to the ground.

"Get out"

"But…."

"GET OUT NOW!" Norman shouted. Harry seeing his father's eyes flash green for a moment wasted no time in getting up and rushing out of the room scared for his life.

"_**Hahahahaha….Your Parenting skills are pathetic Osborn….just look at how your son is turning out a spineless coward….you should let me take care of him…I'll teach him how to be a man…How to worthy of the name OSBORN' **_taunted the Goblin from within Norman's mind

"SHUT UP" said Norman going over to his computer and reading what was across the screen,"NO…..NOOOOOOOOOOO" he said to himself softly as he read and reread the screen

"_**Uh-oh…What's this…..Osborn you naughty boy..…..hahahahahha….were you trying to see if you could rid of me…..hahahahahaha…I could've told you that it's impossible Osborn…I'm here to stay…" **_

"NO…..I'll find a way to get rid of you I swear it…..this is my…..my….my…." started Norman before he felt his body light up in pain, a very familiar pain, "NOOOOOOOOUGH…..AHAHAHHAHAHAHAHAAHAHAHAHAHA" laughed the Goblin as he took over Norman's body.

'_Release me NOW!'_

"Quiet down Osborn…I keep telling you this isn't your body anymore…it's MINE" said the Goblin. Turning his gaze back to the computer the goblin read what was on the screen.

"Hmmmm….it seems the cellular degeneration in Gargan's cells are happening faster than anticipated…..no matter I can always get another mindless moron" said the Goblin to himself, "I just hope those two idiots Stevens, and Warren can get the splicing done….then the true genius of the Green Goblin will be able to shine through" he contined while he clicked the save button on the computer.

* * *

**Transport Shuttle**

Spider-man stepped onto the transport and shuttle and immediately noticed that it was quite small and compact, but it did have enough room for three people. Getting into the shuttle he, Agent Danvers, and Agent Hill strapped in. Agent Danvers sat in the pilot's seat and started the shuttle up. Agent Hill was in the co-pilot's seat and she started clicking buttons. With a slight jolt the shuttle lifted up off the ground and flew through the hanger bay of the S.H.I.E.L.D Helicarrier and into the evening sky. Inside the shuttle a dead silence passed over the three passengers, until it was broken by Spider-man.

"What an Asshole" he said, while mentally going over the whole conversation he had with Fury in his mind.

"Haha…he does take some getting used to" replied Agent Danvers laughing a little.

"Hey!...Spider-man is it…Colonel Fury is a well respected and well known keeper of the peace and patriot of his country he is not an Asshole" said Agent Hill sticking up for Fury.

"Really…Agent Hill is it…I think he is an asshole…since he's trying to strong arm me into serving him" snapped Spider-man.

"Your just a kid so no one expects you to understand...you're still naïve…..you should be honored he's even considering someone like you to be apart of S.H.I.E.L.D"

"Someone like me"

"A masked clown…..a kid….take your pick…..I swear…I trained my ass off for a spot on S.H.I.E.L.D and then you some vigilante off the street gets a guaranteed spot"

"I see Fury isn't the only one that takes some getting used to" said Spider-man turning to Agent Danvers.

"Shut UP!" snapped Agent Hill still angry at Spider-man's attitude towards S.H.I.E.L.D.

"Yeah she's an acquired taste as well….but Spider-man she makes a good point, S.H.I.E.L.D is a peace keeping task force, it was created for that specific reason to keep the peace. Men and Women from all over train their minds and bodies to the fullest just to be considered. S.H.I.E.L.D only has time for the best because of the severity of threats we face on a daily basis and you just waltz in and boom your at the top of the list….you have to admit it's a bit frustrating" said Agent Danvers trying to be the voice of reason.

"Damn right" Agent Hill added

"Listen I understand okay I do….I respect what you guys are doing okay…but I don't like being forced to do something…..I don't like teams, and I don't like working for people….I work alone…and like I told Fury under no circumstances am I going to reveal my identity…but that doesn't mean I won't team up with you guys and help you out when you need it" said Spider-man

"Would you listen to this kid" said Agent Hill

"Hey this kid just saved your life…..maybe I should have let those guys kill you"

"Why you brat who says I needed your help anyway"

"The fear that was radiating from your eyes"

"ARGH!" growled Agent Hill in anger turning to glare at Spider-man

"Could you two please just Cool it…..we're here…..we're hovering above the empire state building…this is as far as I can take you…..the invisibility cloak on this shuttle is about out of juice"

"It's okay I can take it from her" he replied standing up and going to the door, but before he reached the door, Agent Hill stood from her seat and put a hand on his shoulder.

"Look…I don't like your attitude or the fact that you're some costume moron and you get a spot on S.H.I.E.L.D, but thanks…for saving my life" she said taking her hand off of his shoulder.

"You're welcome" replied Spider-man patting her on her arm. Spider-man walked towards the doors and Agent Danvers flipped a button and made them open. Spider-man jumped out of the shuttle and shot a web and swung away, with the intentions of heading home.

"Let's get back" said Agent Danvers

"Wait…"

"Why"

"I put a tracer on him before he left"  
"YOU DID WHAT!"

"I put a tracking device on him when I put my hand on his shoulder" replied Agent Hill while going over to the co-pilot's chair and turning on a radar that would track Spider-man's movements, "Now according to this radar he is heading…wait…that can't be right"

"What"

"This thing says he's right here…..in my chair to be exact" looking around Agent Hill's eyes landed on a red dot on her arm "That…..little bastard…..He put it back on me…..HOW THE HELL DID HE DO THAT!" she shouted in frustration.

"Kid is good…I think it might be fun to work with him" said Agent Danvers turning the shuttle around and heading back to the Helicarrier.

* * *

**Police Station- Captain Stacy's office**

Captain Stacy leaned back in his chair and rubbed his temples. For the past few days since the whole Giant Green Monster destroying part of Manhattan he had been buried in mountains of paper work, but that was the last thing on his mind. What was on his mind was what his former partner had told him when he had visited her in the hospital.

* * *

**Flashback: Hospital**

"Wait…let me get this straight…..you believe that the Green Goblin works for Norman Osborn"

"Yeah that's my hunch" said Lieutenant Lee sitting up in her hospital bed.

"Based on what"

"The victim's….. my sister before she died went on a date with a guy named Robert Parsons, I remember when she told me about him, that's why his name rung a bell"

"Wasn't he one of the victims"

"Yeah he was…I remember my sister telling me that he was some type of rich investor…so I did some digging and all the people murdered have two things in common…..the first they all were investors in Osborn's company"

"and the second"

"I did some more digging and it seems that each of them met with L. Thompson Lincoln before their untimely death"

"So what' replied Captain Stacy

"Lincoln and Osborn hate each other and Lincoln is always on the look out for potential investors right…..the investors met with Lincoln and then boom they're dead too much of a coincidence"

"I see where you're going...the investors start to back out and go to Lincoln's corner and then the Goblin shows up and take out the investors and attempts to take out Lincoln" said Captain Stacy rubbing his chin.

"Not to mention when I went to Osborn's house I got jumped by the Goblin"

"You're on to something there Terry"

"I know but the question now George is what are we gonna do about it"

"What we always do….catch some bad guys…but before we do that I'm gonna need you at 100%...so rest up and once you're healed we'll do something about the Green Goblin"

* * *

**Present**

**Knock! Knock! **Went Captain Stacy's Door

"Come in" came Captain Stacy's reply. The door to his office opened to reveal Lieutenant Lee. She walked in and closed the door.

"Terry what are you doing here, you're supposed to be taking it easy"

"Captain I'm fine….._ouch_" she whispered while sitting down " Okay maybe still a little sore….besides the more time I have to myself the more I want to nail Osborn and this Goblin bastard….what's the plan"

"The evidence against Osborn is sparse, but I got a judge that owes me a favor so the plan is to get a warrant and hit Osborn's office at Oscorp and his home at the same time"

"I like it already…search and seizure make sure to aim for his computers…and we might want to search his labs as well I mean he is a military supply company, so he might have access to this military bullet thing"

"Good thinking….but I'm not sure if we can search his labs since he is under military contract…but we can defiantly grab his computers."

"I'll take it…..but speaking of good thinking….I think we should bring the kid in on this"

"Are you out of your mind….it's bad enough how involved he already is in this thing"

"Look…this Goblin guy is extremely strong I mean I kicked him in his face and the guy didn't budge one bit…..So if Osborn knows this guy and we bust Osborn….the Goblin's probably gonna show his ugly face and we need an ace in the hole"

"Terry no….this is our case we don't need any outside help on this…..but….I'll admit the kid has been a God send….he took down Kassidy…the shocker…..this Green monster thing….but Terry he's a kid and I can not in good conscious willingly put a kid in danger….I can't"

"I know George I don't like it either….but what choice do we have….the world is turning at a different pace nowadays, people like Kassidy, the shocker and this Goblin are on a whole new level of crazy I've never seen before"

"I know Terry I know"

"Just think it over" said Terry getting up from the chair and walking towards the door.

"He's just a kid" was the last thing she heard before she left the office, leaving Captain Stacy alone with his thoughts.

* * *

**The White House- Oval Office**

"Colonel Fury so nice to see you again….but by me seeing you it means you have something of grave importance….it means you have something that I'm not going to like" said the President putting his hands together and leaning forward on his desk.

"Sir the Red Skull is active again" replied Fury staring into the President's eyes.

"Oh God….I thought you told me he died years ago"

"That's what we believed also sir, but the Skull has a way of coming back when you least expect him"

"What was his plan"

"He was partnered with A.I.M and he had them build a machine that could drag the meteor fragments of Project titanius to anyplace on the earth….we found out about it through a reliable source, but when we tried to infiltrate my team and I were captured "

"Yet you're still alive…how did you escape"

"An unknown by the name of Spider-man intervened"

"You mean that guy in New York that's been swinging from webs"

"Yes sir"

"So he isn't a criminal"

"I do not believe so but he is another issue, the point is he showed up and helped us take down the Skull"

"Okay Fury what's all this about…I could've read this in the report…why are you really here"

"Well sir…The Red Skull is back, so that means the small grasps of peace we had is over….not to mention I've been seeing reports that HYDRA has been spotted in Madripoor…plus A.I.M. is up to their regular tricks….Sir I'm here to convince you to open up Project: AVENGERS"

"Fury not this again it's too damn expensive…if the public got wind of how much money….."

"Sir which leads me to my other reason for being here…I'm requesting we let something leak through…..to show the public the need for the Avengers"

"You mean allow an attack on American Soil"

"…."

"Are you out of your mind"

"Mr. President the escalation is only going to get higher we need to be ready, and Project AVENGERS is the only way I see any semblance of peace being kept, my S.H.I.E.L.D. Agents are the best but I need more…I need something better….what everyone seems to forget is that we live in a crazy world….a world filled with unexplained occurrences…a world with violent and powerful mutants, a world filled with aliens and Gods and we've been lucky so far to have the peace that we have had but sir…it's only matter of time before our luck runs out especially with the Red Skull on the loose again…remember sir he also took the super soldier formula it was by sheer luck that we were able to stop him this time...but what about the next"

"….Well when you put it like that Fury…..….This can never get out….If word got out that you and I are even thinking about this both of us would be brought up on charges for treason…"

"Which is why I activated a scrambling device 20 minutes ago….to the people outside monitoring this conversation we're simply going over past threats…...we are secure sir"

"…Alright Fury…..what did you have in mind"

* * *

**Later: Helicarrier**

Colonel Fury stepped onto the Helicarrier, out of his private shuttle, but he wasn't alone in the shuttle. After he got out another person stepped out. It was an attractive dark haired woman in her late 20's, she was about 5'9, and had tan dark skin and a slim body. She was wearing a white shirt, black tie, black pants, a black coat, with dark shades covering her brown eyes. She quickly followed behind Fury as he briskly walked through the Helicarrier ship deck.

"Who pays for all of this" she asked while looking around the spacious ship deck and all of the stated of the art ships in dock.

"That's need to know….and remember anything you see on this station is above classified"

"I know I hear the rumors about what happens to people who talk too much" she replied The two stood in front of an elevator and once it opened the two stepped in and rode the elevator down to the holding cells. They walked past several cells until they stopped in front of one particular cell door. Fury punched in a few numbers and the door swished open to revel it's occupant, the large form of Wilson Fisk aka, The Kingpin.

"Fury….I've held up my end of the deal..I gave you the info on the Skull now it's time for you to hold up your end" said Fisk

"You're right Fisk so I'm releasing you from S.H.I.E.D's custody and I'm turning you over to her" replied Fury pointing at the woman next to him.

"Who's she"

"I'm FBI Agent Angela Del Toro and you Kingpin are under arrest"

"WHAT IS THE MEANING OF THIS FURY! WE HAD A DEAL!" roared the Kingpin standing up but before he could take a step, Fury pressed a button on a control he had been hiding and a surge of electricity flowed through the Kingpin's handcuffs causing him to fall to the ground in pain.

"Listen up you Fat Bastard did you really think I would let you off scott free…All the atrocities you've committed and I'm just gonna let you go…never Fisk…that thought never crossed my mind…and I did hold up our deal..The deal was for helping me catch the Red Skull I would not prosecute you which is why I'm turning you over to the FBI so they can prosecute you…oh and one more thing Kingpin I made a deal with another Fisk and she is the lesser of two evils, so having said that Agent Del Toro he's all yours I'll send some S.H.I.E.L.D Agents to help you carry his fat ass out of here"

"THIS ISN"T OVER FURY….C-Count on it" said Fisk through clenched teeth as Fury turned around and left the cell.

* * *

**On the Bridge**

After dealing with Fisk and turning him over to the FBI, Colonel Fury made his way to the bridge of the Helicarrier, and made his way to his chair.

"CARTER REPORT!" he shouted out

Agent Sharon Carter turned around from the computer screen and went to stand in front of Colonel Fury.

"Sir….we have ran scan after scan but there is no sign of A.I.M. or the Red Skull or any of his flunkies".

"As I expected…anything else" replied Fury not surprised by the news Agent Carter gave him.

"Well sir,…I'm picking up some strange transmitions from Antarctica"

"Like What"

"Well there was a second metor that hit the earth sir and it hit the southern part of Antarctica and some of the locals went to check out the damage, when they found something on the surface in the rubble"

"What"

"They found a man frozen in the block of ice and they think he's still alive"

"A man"

"Yes sir, but what's strange is that the man is wearing a red, white, and blue U.S. military uniform with a Star in the middle of his chest and a Shield on his back, at least that's what the chatteri..." before she could finish her sentence Fury interuppted her.

"…..ALL HANDS TO STATIONS! CARTER SET A COURSE FOR ANTARTICCA AND DO IT QUICKLY"

"Y-Yes sir" she replied startled by Colonel Fury's sudden outburst

'_I don't believe it…he's alive'_ thought Fury with smile on his face

* * *

**End Chapter: Read and Review (Let me know what you think). Another Chapter down another one is coming soon. Hey readers it's me again I hoped you enjoyed the chapter, and now that I've introduced S.H.I.E.L.D, and since I did a lot of set up in the last chapter and in this one it's time for some wall to wall action, I kinda realized that I'm been doing too much set up and not enough action so guess what the next chapter has it spades with the long awaited rematch between The Green Goblin and the Amazing Spider-Man so my loyal readers until next time…**

**ps: Hey on a side note I'm still not sure which story I should start posting I'm leaning more towards Secret Warrior: Spider-man or Batman Beyond vol 1, but at the same time I kinda want to start Forever Spider-man, but hey I would love to hear what you readers out there think just check my profile and read the description of each story and let me know which one should be my next focal point. I mean I'm eventually gonna post all of them but I just wanna know which one to post first, so my loyal readers until next time...**

**Next up: Goblin vs. Spider**


	21. Goblin vs Spider

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS all CREDIT goes to MARVEL, STAN LEE and DISNEY, I AM NOT making any MONEY off of this story, NO MONEY is being exchanged or handed to me in anyway, SO I ask nicely PLEASE, PLEASE DO NOT SUE, because I can assure you that I DO NOT have any MONEY….I'm COMPLETLEY BROKE…I AM BROKE….really…having said that onto the story…**

**Hey readers I'm back with a new chapter that's filled with action because it's long overdue…So readers READ. REVIEW ( I like to know what you think about the story). And ENJOY…**

**

* * *

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** Chapter 16: Goblin vs. Spider**

**Parker Household**

"PETER!"

"….ugh…"

"PETER ARE YOU UP IN THE ATTIC"

"…ugh…huh…yeah I'm up here Aunt May" said Peter groggily rubbing the sleep from his eyes.

"WELL COME DOWN HERE THIS INSTANT" she shouted from downstairs

"Hold on" he replied.

Peter had gotten home late after his run in with S.H.I.E.L.D. and as soon as he got to the attic he crashed to the floor and fell asleep, he was exhausted physically and mentally. Frantically searching for something to put on over his Spider-man costume, he couldn't help but think about what Fury had told him, about how he would eventually find out his identity and the quick glance that Peter got at the advanced equipment on the S.H.I.E.L.D Helicarrier, it just might happen. Throwing on some sweats he had left on floor, Peter opened the attic door and went down the steps to greet his Aunt.

"Hey Aunt M…

"Have you been up there this entire time"

"Uhhh….yeah I was…uhhh…..I was hit with an inspiration in a formula I'm working on and I couldn't concentrate until I worked it out"

"Oh….I thought you had disappeared again…Don't ever do that again do you hear me…from now on every time you come home I want you to check with me"

"Alright Aunt May….and I'm sorry"

"Listen I'm going to run some errands….what would you like to eat for dinner"

"Uhh….some chicken"

"Anything else"

"Mac and Cheese"

"Alright I'll pick it up on the way home…..I'll be back later" she said while grabbing her coat and leaving the house. Once the door closed and his Aunt left Peter let out a breathe that he didn't know he was holding.

"Whew…that was close….I hate lying to Aunt May….but it's not like I can tell her…I was kinda busy dealing with an international peace keeping force called S.H.I.E.L.D" he said to himself as he went upstairs and back towards the attic.

Closing the door behind himself Peter went to his desk and sat down and rubbed his neck.

'_He's right….he is gonna find out who I am…..but would that be so bad…but what about what Daredevil said to never let anyone find out who I am…I gotta talk to him about this'_ thought Peter making up his mind that later on he would go to see his mentor and confidant Daredevil.

* * *

**Oscorp underground Lab**

"DAMN IT!" yelled Dr. Miles Warren throwing his clipboard across the lab floor.

"And you say I have an anger problem" Dr. Stevens responded smoothly.

"SHUT UP!" he said turning towards her "Why isn't this working"

"Calm down before you give yourself a heart attack…on second thought keep yelling"

"Your attempts at humor annoy me"

"It's only been two days old man…we're not gonna get this splicing thing on the first few tries"

Dr. Stevens and Dr. Warren were sitting in front of a computer which connected to a small gene splicing machine that they had rigged together form a few machines in the underground lab. After coming up with the idea of using the OZ serum as a bonding agent for the splicing they immediately began running test and so far all the test have come back negative. They tried to splice two different frogs together only for both animals to die in the process, they then tried a frog and a mouse and the result was instant death, and the most recent splicing resulted in the animal exploding.

"There is something we're missing" said Dr. Stevens quietly to herself, "Wait…..pull up the formula on the screen"

Dr. Warren grumbling to himself pulled the OZ formula on the screen along with the frog DNA and the mouse DNA

"Did you see something woman or are you just trying to appear interested"

"Look at this….I think this isn't working for two reasons. The first is because the OZ was designed to break apart genetic structures and rebuild them to be stronger than ever, but the splicing is hardening the frog and mouse DNA making it harder for the OZ to kick in and do it's job"

"So what do you propose"

"We do it simultaneously…instead of separate steps"

"Ah I see what you're saying…..shock the system"

"Right…instead of injecting the OZ and then splicing we do it all at once…but that's only one theory" she said

"What's the other"

"Splicing two living things together is impossible"

"Splicing two living things…hmmmm…..what about non living things"

"…I don't know maybe…."

"Well let's test it out then Stevens"

"What do you mean"

"Let's try to splice a living thing and a non living thing"

"…why….I thought the whole point was to splice living things"

"We'll put that to the side for now I'm more interested in this non living thing idea… think about this a human mixed together with the atomic structure of Air"

"You mean try to turn a person into air…..That's an insane Idea"

"Well….I'm sick of failure…..this has the most logical chance of success….let's at least try it"

"Fine, but we'll need a simple atomic structure…Air…is too complicated to start with…we need something else"

"The only atomic structure I can thing of that's simple is….Dirt" said Dr. Warren

"No…..not dirt…but SAND" replied Dr. Stevens typing the atomic structure of sand into the computer.

* * *

**Judge Henry Willis office**

"Henry You owe me"

"Damn it George you picked a fine time to call upon a favor that's about 8years old" said Judge Willis leaning back in his chair, "Do you know how much money Osborn has donated to keep this city up and running"

"He's a suspect in a conspiracy, facilitating a murder and an assault on an officer" replied Captain Stacy.

"God George…this evidence is scarce and it's based on assumptions"

"Which is exactly why I need this warrant to fully check him out…just do this for me and we're even" said Captain Stacy

"Fine….give me the damn paper" replied Judge Willis pulling out a pen and signing the paper through clenched teeth. After signing it he gave it back to Captain Stacy

"There I signed it…but George this makes us even"

"I know…thanks…tell Martha I said Hi" he replied folding the warrant and leaving the office.

* * *

**Oscorp: Osborn's Office**

"THIS IS MY BODY AND I'M IN CONTROL" growled Norman grabbing his head desperately trying to rid himself of the Goblin's voice.

"_**NO OSBORN! YOU HAD YOUR SHOT NOW IT'S MY BODY…YOU CAN'T BEAT ME OSBORN…YOU CAN'T…. I'M STRONGER THAN YOU!" **_roared the Goblin from inside Norman's mind

"SHUT UP!" yelled Osborn falling to his knees.

* * *

**Oscorp Lobby**

Several Police officers walked into the Oscorp building and went up the receptionist at the front desk.

"Welcome to Oscorp how may I help you" asked Dorothy the receptionist

"You can show me where Osborn's Office is located" said Captain Stacy.

"He's in a meeting"

"Look….Dorothy I'm Captain George Stacy of the NYPD and this is a search and sieze warrant for this facility" he said

* * *

**Osborn's Office**

**BEEP! **"Mr. Osborn! Mr. Osborn! The police are here and they are on their way to your office" came Dorothy's frantic voice over the intercom in Norman's desk

"WHAT!" shouted Norman looking up. Standing up he went to his desk, but just as he reached it his double doors opened and the police came in.

"WHAT IS THE MEANING OF THIS!" yelled Norman

"Good Afternoon Mr. Osborn my name is Captain George Stacy of the NYPD and this is a Search Warrant for your office here at Oscorp and for you Mansion"

"ON WHAT GROUNDS" he growled snatching the Warrant and skimming over it

"ON the grounds that you are in Connection with a murderer known as the Green Goblin…you see we have it on good authority that you might have hired the Green Goblin to kill your investors and to kill L. Thompson Lincoln"

"That's Outrageous"

"_**KILL HIM OSBORN…..BETTER YET LET ME DO IT I COULD KILL ALL OF THEM BEFORE THEY COULD DRAW THEIR WEAPONS'**_

"You see Osborn it's a big coincidence that the people that were murdered were backing out of your company and investing their money into Lincoln's company and before the ink could dry on any kind of deal they turn up dead" said Captain Stacy as he watched Norman's reactions closely.

"This is all speculation…..you have nothing" said Norman with beads of sweat rolling down the sides on his face.

"I'm sure after we've taken a look at your computer files it will turn into something concrete" replied Captain Stacy as his officers took Norman's computer.

'_**Kill him' **_

"My Lawyers are gonna have your badge for this….and this judge's job" growled Norman.

"I highly doubt that Osborn"

'_**Kill him NOW!' **_

"Good day" said Captain Stacy turning and leaving Norman's office, once the officers grabbed his computer.

"DAMN IT" shouted Norman grabbing his cell phone "HAVE MY CAR READY I'M COMING DOWN!"

'_**YOUR WORLD IS CRUMBLING OSBRORN' **_

"SHUT UP!"

* * *

**Few Minutes Later Osborn Mansion**

Norman's car came to a screeching halt in front of his mansion. Quickly getting out of the car Norman made his way up the steps and barged into his house, and the first thing he saw was his son Harry running up to him.

"OH My God DAD there were police here and…." Harry didn't get a chance to finish because Norman had back handed him in the face sending him skidding across the floor, not realizing he used his OZ enhanced strength. Norman continued up the staircase and practically ran to his study. Bursting through the doors he saw that his computer was gone.

'_**HAHAHAHAHAHAHAHA…..UH OH looks like you're in trouble Osborn….I wonder what goodies will the good Captain find on your computer hahahahahahahaha' **_The Goblin taunted.

"SHUT UP!" Norman screamed grabbing his head

'_**Once they decrypt those files on your computer you'll be going away for a long time…all of the equipment we used to slaughter those betrayers' **_

"YOU KILLED THOSE PEOPLE"

'_**WE KILLED THEM' **_

"NO….NO"

'_**The Osborn empire is starting to crumble…..let me fix it for you…it won't be hard….just let go Osborn….LET ME OUT….STOP RESISTING!' **_

'NEVER THIS IS MY BODY…MY LIFE!"

'_**Your Life is pathetic…let me take over and show you how a real man handles his problems….LET ME OUT!'**_

"N-No" said Norman weakly falling to his knees. Norman felt his resolve slowly breaking. The Goblin was too strong, he could feel as the Goblin's mind started to take over and push him out, he could no longer fight the Goblin's control.

"_**YES OSBORN….YES!...That's it just relax…let me be in control…LET ME BE FREEEEE!' **_

"NOOOARGH…HAHAHAHAHAHAHAHAHAHAHAHA." laughed the Goblin evilly as he took over Norman's body, "You'll see Osborn I'm gonna make everything all better, AHAHAHAHAHAHAHA" laughed the Goblin loudly.

* * *

Downstairs Harry lifted his head and wiped the blood from his lips and looked towards the steps as he heard a creepy and hideous laugh coming from his father's study that echoed throughout the Mansion.

* * *

**Later that night: Daredevil and Spider-man's training Spot**

"Colonel Nick Fury" repeated Daredevil blocking a strong kick from Peter.

"You know him" asked Peter blocking two quick punches aimed for his stomach. Rolling away from Daredevil Peter put his fist and readied himself for the next attack.

"Yeah I know him and….. the Black Widow" he replied in a low tone.

"The Black Widow' Peter repeated

"A story for another day…what happened next" asked Daredevil jumping in the air and aiming a flying kick at Peter. Peter sidestepped the kick and as Daredevil landed Peter threw a punch aimed for DD's back, but Daredevil ducked and then elbowed him in the stomach and then grabbed his arm and flipped him over his shoulder to the ground

"Ow…he wants me to work for him and he wants me to reveal my identity" said Peter kneeing Daredevil in the mouth and then flipping to his feet.

"NO! Peter under no circumstances are you to reveal your Identity to him or to anyone…I can't stress that enough….this….what we do anonymity is everything….once the anonymity is gone…you can kiss your life goodbye"

"I'm guessing you know from experience….but you're still here and you seem fine"

"Barely…..Peter I'm trying to stop you from making the same mistakes that I made" said Daredevil in a serious tone.

"He said he would find out eventually"

"Peter something I noticed about you is that you are very crafty and smart I'm sure you'll think of a way to stop him from finding out" he replied

"Thanks for the vote of confidence"

"It's why I'm here"

"What do you know about this Nick Fury guy" Peter asked while charging at Daredevil with a punch that connected. Daredevil responded with back fist, but at the last second Peter ducked and swept Daredevil's feet from under him. Daredevil spun on his hands and used both feet to kick Peter in the face sending him skidding back.

"I know that he's an asshole" said Daredevil landing in a crouch awaiting the next attack.

"That's an understatement" he replied rubbing his jaw.

"Then an again I suppose with the job that he has he can't afford to be anything less than an asshole" Daredevil continued "He's responsible for keeping the whole country from threats inside and out, plus the stuff he does overseas….plus he's a spy and spies are known to be a bit…..personality challenged"

"I'm assuming you've had some experience with spies, for you to know something like that"

"A story…for…..another day…..and stop trying to analyze me"

"I can't….my sensei said to always analyze everyone and every situation" Peter responded with a smile.

"I remember when I taught you that lesson good to see you learned something"

"I also learned this" said Peter quickly before he jumped and kicked Daredevil in the chest hard sending him flying back and into the wall.

"…ugh…..good…kick" said Daredevil winded struggling to rise to his feet

"Does that mean I win"

"Fight's not over yet kid" said Daredevil standing up "time to kick it up a notch"

"Bring it" said Peter as he and Daredevil charged at each other, continuing their intense sparring session.

* * *

High above New York City a man in a green ghoulish looking costume soared across the night sky cackling loudly. The Green Goblin flew several stories above the city making sure no one saw him on his glider. Coming to a sudden stop the Goblin reached into his purple bag and pulled out a silver pumpkin. Giving a slight cackle to himself he pressed the button on top of the pumpkin and tossed it in the air and watched as it fell towards it's destination, which was the police precinct.

* * *

The silver pumpkin landed on the roof of the police precinct with a slight thud. The pumpkin gave three beeps before it split open to reveal three circular metallic disc with legs craw out and scurry towards the vents. Sliding through the grates the metallic crawlers went deeper into the police station. From his position in the sky the Green Goblin controlled the crawlers and he only hand one thought on his twisted mind; destroying those computers.

* * *

**Tech Room: Police Precinct**

"Damn it"

"Easy Vicky" soothed Captain Stacy

"The amount of encryption on this computer is astounding Captain…it's gonna take at least two days maybe more to crack these codes" replied Vicky the resident tech whiz for the police department.

"I'm sorry Vicky but you have 24 hours, because once Osborn gets his lawyers involved this thing is gonna get ugly….they'll see we don't have enough evidence and request his computers back so we need these files…try harder"

"Alright Captain I'll try….there's one more trick that I could do that may crack these codes."

"Well then do it Vicky….I'm going for a cup of coffee you want one"

"Sure…black 3 sugars" she said not looking up from the computer screen. Captain Stacy left the tech room and went in search of the coffee he saw someone brew earlier. Vicky the tech whiz was hard at work trying to decrypt the files that she didn't notice the metallic crawlers drop from out of the vent and to the ground. The crawlers scanned the room and started towards the computers. Scurrying up the table the three crawlers separated and each crawler got behind a computer. One behind the computer from Norman's office, another one behind his computer from his mansion, and the last one got behind the Police precinct computer.

"Okay just one last encryption there…YES…..I-I..I did it….I GOT IT…I DECRYPTED THE FILE" Vicky yelled out pleased with her work.

* * *

"HAHAHAHA GOODBYE!" said the Goblin flipping a switch on his remote control

* * *

The three crawlers each gave a synchronized beep **BOOOOOOOOOOOOOMMMM!**

**

* * *

**

Captain Stacy was walking back to the tech room with two cups of coffee in hand when he felt the explosion hit him. The explosion violently lifted him off the ground and sent him flying back crashing through an office door. The Captain laid on the floor at first not understanding the loud ringing in his ears or the pain that assaulted his entire body. Shakily he started to sit up and he looked around the precinct and saw that a whole section of the building was missing, small fires were spread out around the area and police men and women were running around trying to put them out and help those that were down. Captain Stacy tried to rise to his feet but he fell back down to the floor. He suddenly felt his eyes begin to grow heavy and want to close, he tried his best to stay awake but ultimately he blacked out from the pain.

* * *

"HAHAHAHAHAHAHA…..LOOK AT THE FLAMES OSBORN….HAHAHAHAHAHA" cackled the Green Goblin as he looked at the burning police precinct.

'_Alright the deed is done….now let's get out of here' _

"QUITE Osborn and enjoy the sho….hmmmm….what's this" started the Goblin. As he was hovering in the sky he got a clear view of the city and in the distance he could see a certain red and blue figure swinging in his direction

"So the hero comes to save the day"

'_LET'S GO'_

"Shut up Osborn…it's high time that the hero and I had a rematch only this time he'll be the one that's bloody and beaten..Hahahahahaha' laughed the Goblin as a plan started to form in his twisted mind.

* * *

**Few Seconds ago**

'_Man…..even though I have a durable body…Daredevil still hits hard…..but in no way does he hit harder than the Hulk…I don't think I'll ever_….

**BOOOOOOOOOOOOOOOOOOOOOOOOOM!**

"What was that" said Spider-man while flipping in the air and changing directions and heading to where he saw smoke and flames. As he got closer he recognized the place as the police precinct.

"Oh No…Spider Sense" he said to himself. Not thinking twice he let go of his web line just as a pumpkin bomb flew towards him. **BOOOOOM!** The force propelled him forward making him fall faster. Shooting another web line he tried to swing away but two more pumpkin bombs flew towards him, but he sensed them as they came. He dodged the first bomb but the just as he was about to dodge the second it suddenly detonated early catch Spider-man off guard. The force of the bomb hit him like a freight train and made his crash through the window of an office building.

Spider-man skidded across the office floor until he hit a water cooler.

"…ugh…" he groaned because his ears were ringing loudly

"OH MY GOD IT"S SPIDER-MAN!" yelled one of the occupants in the office. Spider-man rolled over painfully and tried to shake off the pain and get ready for the next attack. Just as his ears stop ringing his spider sense buzzed urgently. High caliber bullets ripped through the office shredding everything in their path. Spider-man dodged the bullets as they came, but the other occupants in the office weren't as lucky. As the chaos erupted they all started screaming and yelling. The yelling came because several of the occupants were hit by the bullets killing them instantly. One bullet ripped through a man's chest and then another bullet through another man's skull.

"GET DOWN!" Spider-man yelled out while dodging as trying to reach the people that were in harm's way. Spider-man tackled a woman out of the way a bullet that was aimed for her stomach. The bullets suddenly stopped and as they stopped two pumpkin bombs flew into the room and detonated. **BABOOOOOOOOOOOOOM!. **

**

* * *

**

"HAHAHAHAHAHAHAHHAHAHAHAHAHA"

'_WHAT ARE YOU DOING'_

"Having some fun what does it look like Osborn" the Goblin replied as he flew his glider towards the office and entered through the giant hole. The Green Goblin looked around the destroyed office searching for any survivors.

"ANYONE STILL ALIVE IN HERE" he shouted out in a giddy tone

"AHHHHHHHH MY LEGS" someone yelled out. The Green Goblin turned to the where the sound came from and he pulled out another pumpkin bomb. " I guess I should've thrown three". Cocking his arm back he threw the bomb to where he heard the sound but then a web line shot out and connected the bomb and swung it around and tossed it back at the Green Goblin.

"AHHHH" he yelled as he stepped on the reverse pedal of his glider. The glider started to go back but it wasn't fast enough and the bomb caught the Goblin off guard blowing up next him and making him spin around out of control. The Goblin spun and spun until he stepped on the brake pedal of his glider making it come to a stop and then a hover. He shook his head and turned back to the office building but as he turned he saw Spider-man flying towards him with his fist cocked back. Spider-man punched the Green Goblin hard across the face. Turning in mid air he shot a web line that connected to the Goblin's back and he pulled as hard as he could, yanking the Goblin off his glider. The Green Goblin flew towards Spider-man and as he neared Spider-man kicked him in the chest. The Goblin quickly recovered and grabbed Spider-man's leg and pulled him in for a punch but Spider-man avoided it and responded with a punch of his own. As they were fighting in mid air Spider-man and The Green Goblin were also free falling through the air and both were trying their best to overpower the other. The glider not sensing its controller gave a beep and then dove after the Goblin's signal. The glider zoomed downwards until it passed the both of the them, it came to a stop and hovered in the air slightly. As the two were struggling the Goblin spotted his glider waiting for him, grabbing Spider-man by the costume he head butted Spider-man two times and then kicked him away. The Goblin fell faster after his kick to Spider-man; the Green Goblin saw his glider approaching and grabbed a hold of it and righted himself.

Recovering from the head butt Spider-man shot a web at the glider just as the Goblin righted himself. The Goblin stepped on the pedal and gave the glider a sudden boost of speed and zoomed off with Spider-man attached by the web.

* * *

The Green Goblin zoomed through the night sky, while Spider-man was holding on for dear life by his thin web line. The Goblin turned his head and saw Spider-man trying to climb up the web. The Goblin reached into his bag and pulled out a handle. The Goblin suddenly made his glider turn upwards. As they went up the Goblin twisted around and flicked his wrist making a blade extend from the handle. He quickly bent down and cut the web sending Spider-man spiraling through the air. Spider-man righted himself in the air and then shot two web lines and then flipped in the air and changed directions to where he saw the Goblin last, but the Goblin had disappeared.

'_Where did he go…..spider sense'_ he thought frantically looking in every direction for the danger. The Green Goblin came from around a building behind Spider-man and tossed three pumpkins at him. The pumpkins beeped and then burst open to reveal six razor sharp bats. Spider-man let go of his web and twisted in the air dodging the first three. He then shot a web and pulled himself out of the way just as the other three neared him, looking around he saw that the Goblin had once again disappeared from sight.

'_Okay!...THAT'S IT…Time for me to take control of this fight"_ thought Spider-man shooting another web.

"Alright Spidey….just like DD taught you…..focus….focus…okay spider sense do your thing" he said to himself.

"THERE!" he shouted shooting a short web Spider-man swung around a corner and brought both feet into the Green Goblin's face. Springing off the Goblin's face Spider-man shot a web at the Goblin's back only this time he pulled himself forward and latched onto the Goblin's back and wrapped his arm around the Goblin's throat, choking him in the process.

"This seems familiar doesn't it Goby" said Spider-man using his strength to apply pressure to Goblin's throat attempting to choke him into submission. The Green Goblin struggled trying to get Spider-man off of him but the grip was too strong, he was starting to see spots in his vision.

"N-Not Q-Quite HERO!" responded the Goblin pressing a button on his belt. Suddenly his costume sent a surge of electricity through Spider-man's body.

"UGHAAAAHHHHHHHHH!" he yelled out as his body was assaulted by the electricity setting every nerve end on fire. Spider-man let go of the Goblin's throat. The Green Goblin grabbed Spider-man's arm and took him off his back. The Goblin cocked his fist back and punched Spider-man in the face as hard as he could, he did it again and again. The Goblin pummeled him with hard punches until he saw a billboard up head, getting an idea, he grabbed Spider-man's foot. He suddenly stepped on the boost pedal on his glider making it fly faster towards the billboard. Then Goblin then made his glider spin around three times and on the third time he tossed Spider-man at the billboard at full speed. Spider-man crashed through the billboard and tumbled across the roof top until he hit the wall of the next building.

"..ugh.…." he groaned out in pain, '_Can't move…..E-Elect….._' he started to think but just then he heard the sound of someone landing not too far away. He heard heavy foot steps come closer and closer towards him until he felt, The Green Goblin grab him and turn him over, and stand directly over him, with that hideous grin on his face.

"Don't bother trying to move…..I shocked you with enough electricity to knockout an entire football team on steroids….any normal person would be dead by now….but then again you're not normal are you…Spider-man…you're how should I say….unique as well aren't you"

"…."

"Fine don't tell me, but then again your silence speaks volumes…you should have movement in your limbs in about another 2 minutes by my calculations….and that's more than enough time for me to snap you're scrawny neck isn't hero….." the Goblin threatened all the while leaning closer and closer to Spider-man until he was a few inches away from his face.

"It would be so easy…..hahaha…..too easy….and if I killed you….you would cease to be useful in my plans"

"W-W-What p-plans"

"Why ruling this city of course….since you took out the Kingpin there's a power struggle going on and I was just about to rid myself of the competition that is until you showed up.

"You'll n-never r-rule…. I-I won't let you"

"Listen….and Listen closely boy…..I don't care about you're little heroics that you do around the city, I can…tolerate that …but what I can't tolerate is you interfering in my business"

"I can't t-tolerate y-you hurting innocent p-people" Spider-man retorted. The Green Goblin responded by punching him in the face again.

"This isn't the talking part boy…this is the listening part…I'm gonna give you a little life lesson Spider-man...There is no such thing as innocent people there are only Wolves and Sheep and I'm most defiantly a Wolf. Now boy I'm not going to kill you this time because If I kill you now then who will help me thin the herd of the competition. But next time though is a different story….the next time you interfere in my plans Spider-man I'll skin you alive… understand me Hero" said the Green Goblin in a low threatening tone. Standing up the Goblin gave a slight chuckle and then reached into his purple bag and pulled out a pumpkin and pressed the top button, and then placed the pumpkin right next to Spider-man's face.

"Something to remember me by brat" he said, before he walked away and jumped on his glider. He flew up in the air and then hovered for a second and then he flew off, cackling the whole time, but before the Goblin flew off Spider-man weakly used his left hand to reach into his utility belt and pull out his camera. He snapped a photo of the Goblin as he flew off into the distance. Spider-man heard the pumpkin ticking and desperately tried to move his other limbs. He had already regained some feeling in his left arm and the feeling to his legs were starting to return. Weakly he rolled himself over and tried to crawl away from the ticking bomb.

'_Spider- sense…..come on Spidey...MOVE…..MOVE!'_ he thought urgently. Slowly he made his way to the edge of the building he landed on. Grabbing the edge with his left hand he pulled with all his might hoisting his body onto the edge. Using his feet he pushed himself over just as the pumpkin detonated. **BOOOOOOOOOMM! **The force from the bomb propelled him faster to the ground. Spider-man hit the ground hard and shoulder first.

"AHHHHHHHHH!" he yelled out feeling his shoulder pop out of place. Rolling over to his back Spider-man laid on the ground in his tattered costume and in pain, but he was alive. Looking at the sky he gave a mental thanks to the powers that be for letting him survive, his second encounter with the Green Goblin.

'_Well…..t-today….has been one of t-those days…..a-at least I'm alive…..ugh….in pain….but alive…..s-so Goblin you wanna play rough huh….w-well you can count on seeing me again….real soon…..Count on it'_ thought Spider-man as he slowly started to rise to his feet.

* * *

**End Chapter: Read and Review. Hey folks it's me back again with the closing comments. I hope all of you enjoyed the rematch between the Green Goblin and Spider-man I hope it was worth the wait. For those of you keeping score, it's Goblin 1, and Spider-man 1 the next time they meet it's gonna be the tie breaker…but the only question is whose gonna win…..you'll just have to wait and find out, so my loyal readers until next time…**

**Ps: Hey on a side note the next story that I'm going to post as soon as I get every detail down is (Drum roll)…Batman Beyond vol 1…it's a brand new take on the Batman Beyond universe, complete with new ideas and new shocking developments….if you have any question about The amazing Spider-man vol 2 or Batman Beyond vol 1 don't be afraid to ask, just send me a message and I'll get back to you ASAP….so my loyal readers that's all I have for you this week, so until next time…**

**Next Up: Planning for the Future **


	22. Planning For the Future

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY. I am in NO WAY making ANY MONEY off of this story. NO MONEY IS BEING MADE OFF OF THIS STORY…..NO MONEY is in my hands or being exchanged in any way I promise you….SO PLEASE…PLEASE DO NOT SUE….I ask again PLEASE DO NOT SUE….I HAVE NO MONEY….really I DON'T…I'm broke….really….having said that….onto the story.**

**Hey People NEW CHAPTER UP…READ, REVIEW ( I like to know what you're thinking…is it good, bad, or in the middle), but the most important thing is to ENJOY….**

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* * *

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**Chapter 17: Planning For the Future**

**The Next Day: Manhattan General Hospital**

"G…..oge…"

"U-U-Ugh"

"George can you hear me" came Lieutenant Lee's voice

"T-Terry….ugh….w-"Captain Stacy started

"You're in the hospital…Manhattan General….the doctors say you're lucky to alive" she said. Captain Stacy looked to his left and saw her sitting in the chair that was next to his bed.

"H-How bad" he asked while attempting to sit up.

"Three fractured ribs, 2nd degree burns, and some internal bleeding" she replied

"I meant the precinct"

"It's a mad house, a whole section of the precinct is gone…taken out, 8 uniform officers were caught in the blast, 3 are in the I.C.U. and the rest are dead"

"W-What about Vicky"

"…the specialists say, that judging from the type of explosion, she wouldn't have felt anything…at the most they say she would've heard a loud bang"

"Jesus….the evidence is gone isn't it"

"Understatement…the evidence we had was blasted back to the stone age…..but all this does is confirm what I said"

"About Osborn and the Green Goblin"

"Well that too…..but….."

"Terry I really don't have the strength to argue with you on this…..I said no…he's a kid"

"A kid who has fought the Goblin….it was reported that he and the Goblin were tearing up the city trying to kill each other yesterday"

"….."

"Fine I'll save this conversation for later…..but George where do we go from here….Osborn's lawyered up, no evidence, and we're down a few officers and a tech room…what now" she asked.

"To be honest with you Terry…..I don't know…..I really don't know" replied Captain Stacy leaning back in his hospital bed and closing his eyes.

* * *

**Hospital: 5 rooms down the hall**

"Ugh…..my head" groaned Sable waking up from her short coma.

"Sable…sweetheart…thank God…..I'm here…Daddy's here" came Silvermane's voice jumping up from his chair and going over to her bed.

"What happened"

"It doesn't Matter all that matters is that you're alive"

"How bad am I hurt"

"My suit absorbed most of the impact…but you did receive some injures" said Silvermane, "Burns and lacerations, and your…hair"

At the mention on her hair Sable broke away from her Father and slowly mover her hadn towards her hair and recoiled in shock when she didn't feel her long silver hair, Instead she felt short hair almost like a haircut that one would have in the military. Growling in anger she turned her gaze to her father.

"YOU DID THIS TO ME!...IF YOU WOULD"VE JUST KILLED THAT BITCH I WOULDN"T BE HERE AND I WOULD STILL HAVE MY HAIR!"

"Sable I…"

"Daddy just leave me alone…just get the hell out of here" said Sable pointing towards the door. Hanging his head slightly Silvermane walked towards the door. Turning he gave his daughter one last glance before he opened the door and walked out.

* * *

Once outside Silvermane balled up his fist in anger. Angry at himself for going soft after seeing Vanessa again, Angry that he forgotten an important fact…she is a Fisk….and no Fisk can be trusted or reasoned with. Reaching into his coat pocket he dialed some numbers.

"It's Silvermane….I need an audience with inmate Herman Schultz ASAP….I'll be there in 30 minutes" he said closing his phone and storming out of the Hospital.

* * *

**Fisk Tower: 11: 00 a.m.**

"Not that this hasn't been fun Bullseye….but we have to get up" said Vanessa Fisk tossing the covers off of her and Bullseye, and getting out of the large and expensive bed.

"I'm kinda comfortable right where I am Luv" responded Bullseye rolling over to his side and watching Vanessa.

"I know you are…I mean you did spend the night with me…but now it's over and I have several important errands to run…and I have one for you to run" she said while going over to her closest and pulling out a white business suit and started to get dressed.

"What kind of errand is it" asked Bullseye getting out of the bed.

"I'm going to need you to gather all of the top enforcers and schedule a meeting for tonight I want them to know about the new management" she said "I've already contancted all the important higher class and now I need you to let the lower class know who's boss"

"And what will you be doing" asked Bullsesye walking towards Vanessa and standing behind her.

"I will be securing my reign….now I'm leaving I have a meeting in 20" she said walking out of the penthouse, but as she reached the door she turned and blew Bullseye a kiss. She then left the room.

* * *

**Federal Prsion: Unknown Location**

In a large jail cell Wilson Fisk sat on his expensive bed that he had smuggled in for himself and he was sipping wine from out of a glass. He was deep in thought about a few things but he was broken from his thinking when his cell was opened and a gurad walked in.

"Hello Daniel" said Fisk seeting his glass down

"Good morning Mr. Fisk…here's the cell phone you requested" replied the guard handing Fisk the phone.

"Thank-you….that will be all….leave me"

"…" the guard didn't reply but he did turn and leave the cell with a frown on his face. Fisk opened the phone and dialed a set of numbers he knew by heart, and he waited.

* * *

**Inside a Limo**

**RING! RING! **Vanessa opened her purse and took out her cell phone and looked at the ID which said unknown, but she had a good idea as to who it was.

"Hello"

"Do you know where I am"

"Wilson darling how are you"

"DO YOU KNOW WHERE I AM!"

"I would imagine in a federal prison somewhere" giggled Vanessa

"Yes a federal prison and yet I was only able to sumggle in a decent bed, some wine, and a phone…..why is that Vanessa"

"Maybe you're losing your touch" she suggested

"Maybe more than that"

"….Wilson" started Vanessa before she was interrupted

"Vanessa I've tolerated a lot of shit from you in the past but what you're attempting to do now….."

"What I'm attempting is to leave my mark on this world and Wilson dear you were in the way"

"In the way" he repeated

"In the way"

"I will kill you for this Vanessa….do you hear me…this is the final straw…..I will strangle your scrawny neck"

"I highly doubt that…not rotting in a prison cell"

"You think this prison can hold me"

"Actually I know it will like you said you were only able to smuggle in a bed, some wine and a phone"

"Now you listen to me….."

"NO! YOU LISTEN WILSON…..you're time is over it's my time now, I've waited and planned out every angle you can't talk or buy your way out of this one so be thankful that I decided to let you live instead of giving Fury another reason to kill you"

"...…how did you do this"

"Well Wilson when you're in Europe and you have a last name like Fisk you get noticed real quick. It wasn't long before I was in the right crowd with the right people. Charming my way to the top proved to be easier than I originally thought, but once I reached the top all eyes were on me and I caught the eye of one Colonel Nick Fury of S.H.I.E.L.D. He caught wind of some of my plans and he was going to throw me in a hole for the rest of my life, that was until I told him of an operation that the Red Skull was planning, and a man like Fury could never pass up that kind of information so we made a deal. I could deliver him the Red Skull if he let's me go free."

"That's a fools gamble trying playing with the Skull"

"Well if that isn't the pot calling the kettle black….Why do you think the Red Skull contacted you….it wasn't just because of your international appeal Darling…it was because of me and my embellishing. When I tried to get into the Red Skull's inner circle I was rejected….mostly because it's a boys club and the Red Skull is a notorious male Chauvinist….so it was then that I came up with the idea that while I couldn't work the Skull's inner circle then maybe my husband could"

"You've been manipulating this whole thing from the start"

"I learned from the best"

"How did you know I would accept the Red Skulls offer"

"Because Wilson I know how greedy you are…..just like I knew how back stabbing you are….as soon as Fury came to you saying that he knew of you're involvement with the Red Skull I knew you would try to broker a deal, because the situation is basically a win win for you, if you helped Fury then you wouldn't go to jail…and if you helped the Skull then you'll be safe from his wrath…..you would've been crazy not to accept".

"…"

"Only you made a deal with Fury that was bogus because I had already made deal with him that set this whole thing in motion…..but there is a drawback to my deal though….I'm under Fury's thumb…..but I have a few ideas on how to be rid of him so….."

"My men will never be loyal to you"

"Yes they will…Wilson Darling nobody likes you, you're a fat greedy man. So manipulating your men will be easy, I noticed you have then working around the clock without a break for the scrapes of money you throw their way, so all I have to do is offer them a raise and an all expense paid vacation every now and then and boom instant loyalty."

"Bullseye will never"

"Ah….yes…..Bullseye…well Wilson I hate to break this to you but he proved even easier to persuade to see things my way…..and you know how good I am at persuasion"

"You've thought of everything Vanessa….except one thing"

"What's that Wilson"

"You have me as an opponent…..this isn't over Vanessa…I'll be seeing you soon…so enjoy your short reign….and believe me it will be short" said Fisk in a low tone before he hung up the phone.

"Bye Wilson…enjoy rotting in that cell" giggled Vanessa hanging up her phone and leaning back in her seat with a smile on her face.

* * *

Fisk hung up his pone and the crushed it in his massive hand out of anger, but while he boiled with rage, he couldn't help but smile slightly. He had forgotten how exiting it was to have a worthy opponent.

"DANIEL!" Fisk shouted

His Cell door opened and Daniel the guard strolled in with a big smile on his face. Daniel walked towards Fisk and when he got close he pulled out his night stick and hit Fisk in the face with it. Daniel the guard then hit Fisk behind the leg making him fall to knees. Daniel then swung the night stick again and hit Fisk in the face one more time.

"Word from the higher ups is that we are under new management, so the name isn't Daniel you fat bastard…..it's God" he said kicking Wilson in the stomach before he holstered his night stick and walked out of the cell, closing the door behind him. Fisk spit out the blood in his mouth and looked at the cell door.

"Hmph…..well played Vanessa…..well played" he said to himself while whipping the blood from his lips.

* * *

**Riker's Island**

Herman Schultz sat alone in the visiting area of the Riker's Island prison. About 10 minutes ago some guards and had come and taken him out of cell and brought him in and told him to wait.

"HEY!" Schultz yelled out in his southern accent "The hell's goin on I'm gonna miss shop class"

The doors opened and Schultz could only stare with wide eyes as Silvermane walked over and sat down in front of him.

"Schultz"

"Silvermane…..look if this is about…"

"About you spilling your guts to Fisk….that's exactly what this is about….but instead of killing you I have a better idea"

"You do"

"Yeah I do…..and it involves the Shocker"

"I'm listening" replied Schultz with a smile.

* * *

**11: 30 am: Fisk Research and Development Plant**

Vanessa Fisk stepped out of the limo and looked at the compound in front of her. She looked to the side and saw a large sign next to the metal gate.

"Fisk Research and Development Center" she read out loud. Walking towards the gate she announced who she was the security guard buzzed her in and she made her way towards the front doors and she went inside. As soon as she entered a man in his mid thirties came up to her.

"Hello Mrs. Fisk I'm the Chief Executive of this facility would you like for me to….."

"Where are the head scientists"

"Well they are down the hall through the double doors…..would you like me to"

"No I can find it myself" she interrupted again brushing past the man and walking down the long corridor and to the set of yellow double doors. She entered the double doors to see a large lab and two men at a work station in the lab arguing with each other.

* * *

Careful with that" came an English accented voice

"Listen I know what I'm doing alright" said another voice only with an American accent.

"Hello Boys" came Vanessa's voice. Both men turned to door entrance to see a woman in a tight white business suit standing there staring at them.

"Uh excuse me miss but this area is off limits"

"Maybe for everyone else but not for me seeing as how I'm paying for all of this" said Vanessa making her way over to the two men

"Um, I believe you are mistaken Wilson Fisk pays for this…"

"Not anymore I'm Vanessa Fisk his wife….my husband in on official leave….now if you could bring me up to speed on some of the projects he had you working on"

"C-Certainly Mrs. Fisk…um allow me to introduce myself…. I'm Dr. Johnathon Ohnn" said the man with the American accent

"And I'm Alistair Smythe" said the other with the English accent

"Wait…Smythe as in the disgraced and discredited Spencer Smythe….."

"Yes" growled Alistair glaring at Vanessa.

Alistair Smythe had short blond hair, blue eyes, he had an average build, and was about 4'8, he would be taller if he wasn't in a wheelchair, due to an accident in his father's lab some years ago.

Dr. Johnathon Ohnn was about 5'11 with dark hair, and brown eyes, he also had an average lean build. He was a highly respected scientist in the scientific community.

"Anything you've heard about my father is a lie….he was framed" said Alistair

"I'm sure he was…but I could care less about your father all I care about are the project that my husband had the two of you working on"

"Certainly Mrs. Fisk…..right this way" Said Dr. Ohnn leading her over to a platform that had a medium size black hole floating over it.

"What the hell is this" Vanessa asked

"This Mrs. Fisk is what Alistair and I have dubbed the singularity" Dr. Ohnn said with pride.

"Explain"

"Well…Mr. Fisk wanted us to create a device that helps the military with a quick escape from hostile places. Basically if a soldier is trapped behind enemy lines all you would need is the coordinates and you create a singularity; a black hole and rescue them"

"You mean Wilson wanted you to design a device that can create miniature black holes anywhere of his choosing"

"Yes…but it's for the military"

"Uh huh….interesting…very interesting" she said while rubbing her chin '_No doubt he was planning to rob people with this device…..he could create a portal into any bank vault around the globe'_ she thought to herself surveying the black hole.

"Is it operational" she asked

"Unfortunately no Mrs. Fisk it is not" said Dr. Ohnn

"Why"

"Well because there's a problem with the actual stepping into the portal once something enters the portal for some reason it does not come out"

"Where does it go"

"We don't know"

"Hmmm….What was the next project he had you working on"

Dr. Ohnn and Alistair led Vanessa up a set of steps that overlooked a large vat of what looked like boiling metal.

"Next we have this" said Alistair pointing at the vat of boiling metal.

"What is it"

"Ah Mrs. Fisk this is my favorite project…..Alistair and I are in the process of creating a new type of metal alloy….that is more durable than adamantium, but at the same being able to generate heat"

"Care to elaborate"

"Well…as far as we know adamantium is the most durable substance known to man it's virtually indestructible…..except for when it's put under intense heat…well Mr. Fisk wanted us to create a metal alloy that's able to not only withstand intense heat, but also generate it"

"Why…..is the question…..why would Wilson want you to create a project such as this"

"Well I…." started Dr. Ohnn

"Who care as to the why, just as long as we did it….now you came here to see all of our projects we still have one more to cover and then you can leave and let us get back to work"

"I'd mind my manners if I were you Smythe….you wouldn't want to end of like your father" said Vanessa menacingly walking down the steps and to the ground floor.

"Isn't your father dead" Dr. Ohnn asked Alistair, who simply ignored his question and rolled after Vanessa, with a frown on his face. The last project that Dr. Ohnn and Alistair were working on was a grey muscle body suit inside a glass case.

"What is it" asked Vanessa going closer to the glass case.

"It's a body suit composed of a special polymer that's indestructible once the wear puts it on….but a draw back to the suit is that it bonds with the skin and the muscle and nervous system…..basically it means that once the user puts it on….they can never take it off" said Alistair.

"Is it complete" she asked

"Yes it is but who would be crazy enough to put it on if you can never take it off…..Dr. Ohnn and I are going to have to redo it"

"No you will not….you let me worry about who's gonna wear this suit…in the meantime I want all of your time devoted to the singularity….I want that device operational ASAP" said Vanessa turning to face the two scientist.

"May I ask why Mrs. Fisk" asked Dr. Ohnn

"Of course you can ask…but that doesn't mean I'll answer Dr. Ohnn…..Well gentlemen I have a dozen more meetings to attend to, I thank the both of you for showing me around…now if the two of you would be so kind as to get back to work" she said passing them and heading for the exit.

"Well, she seems…"

"She's gonna be a major pain in the ass….I can feel it" said Alistair wheeling away towards a work station with Dr. Ohnn following behind him.

* * *

**Sal's Strip Club: 10:30pm**

Flint Marko walked into the low lit club and immediately went to the bar and ordered a shot of whiskey. Tossing the shot back he felt the liquor hit the back of his throat and he let out a contented sigh. He slammed the glass back down on the counter and he ordered another shot. Tossing the second shot back he got the bartender's attention again.

"Hey….get me another shot and tell Sal Flint's here to see him"

The Bartender nodded his head and poured another shot and left to go find Sal the owner of the club. Suddenly Flint heard the music grow louder and the men crowded around the stage shout and holler louder. Tossing his third shot of whiskey back Flint turned around on his stool and watch as the lights dim even further and a very attractive blond haired woman take center stage and begin to dance. Feeling the whiskey begin to take effect Flint found himself lost in the way the blonde seductively moved her hips to the music, the way she moved her body along the pole and teased the men in the suits that were crowded around the stage. All in all Flint was starting to have a good time but as with all good things sooner or later it comes to an end. Flint's slight buzz was killed when a short chubby man came to stand beside him. The man had a thick mustache and a scar going across his cheek, this was the man Flint had come to see and the owner of the club.

"Sal" said Flint not taking his eyes off the blonde woman on stage.

"Flint Marko…..I see you're back in town" said Sal

"That I am Sal…that I am"

"Mind telling me why you're here in my club and don't tell me it's because of the good whiskey or because cherry's up on the stage….and by the way she's been asking about you"

"Can't a guy visit an old friend" replied Flint turning to face Sal.

"We aint' friends Flint….we're just acquaintances that help each out from time to time"

"And I need help"

"Obviously…..you know they say the hardest part is admitting that you need help…if you want I can give you the number to a good psychiatrist"

"So do you want me to slit your throat now or later" growled Flint

"Easy Flint….easy…it was a joke….how's the family" asked Sal

"Are we gonna talk business"

"Fine in my office" said Sal walking towards the back. Before following Sal, Flint drank another shot of whiskey and then looked towards the stage. The dancer named Cherry looked up and she and Flint locked eyes for a moment, until Flint got up and headed to Sal's office.

* * *

**Sal's Office**

Reaching into his desk Sal pulled out two glasses and set one in front of himself and one in front of Flint. Taking out a bottle of vodka he powered some in each of the glasses. They both picked up their glass and then at the same time they tossed them back. Setting the glass down they stared at each other.

"What do you need to know"

"An assassin by the name of The Green Goblin where can I find him"

"HA!...that aint' no Assassin Flint….it's some guy in a Halloween costume" laughed Sal pouring some more vodka.

"Who's the guy"

"How should I Know"

"Sal"

"Alright look I don't know the guy in the mask, but I do know the guys he used"

"Really"

"I'm sure your Boss Lincoln told you how he got caught with his pants down at that gala of his right"

"Why do you think I'm sitting with you here right now"

"Well the Goblin didn't work alone, word around town is that the guys he used was from Louis Zemir's crew"

"You mean that runt who fancies himself in the big leagues"

"That's the one"

"Sal….that's all you had to say" said Flint standing up

"Flint you can't go and break his legs"

'Why not…I'm pretty sure that would make him talk"

"I'm sure it would if Zemir wasn't dead"

"Damn it" he replied sitting back down "Let me guess the Green Goblin killed him"

"Snapped his neck like a twig is what I heard"

"What about his crew"

"Most of them got killed during that hit on your Boss"

"But not all of them"

"Two bit criminal named Mac Gargan survived….but he's been ghost since then…that is…until two nights ago"

"What happened"

"Asshole comes in here talking about recruiting for a job….I told him I'd think about it and to back tomm…..but I had some business to take care of yesterday"

"So he might drop by tonight"

"Yep…..you're welcomed to wait for him…..but Flint I just got the place repainted please if you're gonna get rough with him, please take it outside"

"I can't promise you that but I promise to limit the damage to under a 1,000" replied Flint with a grin tossing back another glass of vodka.

* * *

**Later: 2:30 am: Sal's Strip club**

"Hey Boss that Gargan guy is here again" said the Bartender who was standing outside of Sal's office door.

"Thanks" Sal replied. Going over to the couch in his small office, he shook Flint until he woke up.

"What"

"Gargan's here…..Showtime"

"Alright" Flint replied groggily. After waking Flint, Sal left his office to go and talk to Gargan. Flint took a moment to right himself before he stood up. Stretching he walked over to Sal's desk and poured himself another glass of vodka and they downed the whole glass in one gulp. Wiping his mouth Flint readied himself and walked out of Sal's office, but as he left the office he was greeted by a familiar blonde woman.

"Cherry" he said

"Flint…..nice to see you still remember my name" she snapped, "No letter…no call….no email"

"Look Cherry I was gonna call but I had a job in Virginia alright" he replied walking past her, but as he passed her she grabbed his arm.

"What about when you got back"

"I just got back….and I'm here right now"

"To see Sal not me"

"I have business with Sal…actually I'm on a job right now….but after it's over I promise I'm gonna come see you"

"You are so full of it Flint"

"No I'm not Cherry….I" he started before they both heard a crashing noise come from outside. Going towards the curtain they peeked out to see Sal pinned to the counter by a man Flint assumed to be Mac Gargan.

"Look there's my job right there…listen Cherry…baby...after I deal with this guy I promise I'll be by your apartment later alright"

"….fine" she said. Flint tried to leaned down and kiss her but she brushed past him and went to her dressing with the intentions of getting dressed and going home. Watching her go Flint let out a sigh because he knew he would have to make up for not calling her by taking her out to a restaurant and buying her a necklace.

'_I'll worry about her later…first I gotta deal with this guy'_ thought Flint walking towards Mac.

* * *

"Listen you fat of tub of lard I don't like all of this waiting around I'm on a tight schedule….the man I work for is not a patient person …now where is this guy you said was interested" growled Mac while holding Sal by shirt collar.

"Right here" came Flint's voice from behind him. Turning to the voice Mac got a good look at Flint.

"What's your name" Gargan asked

"What's yours" Flint countered

"Hey asshole, I'll ask the questions…now what's your name"

"….Flint….Flint Marko"

"Well Flint let's talk" said Gargan releasing Sal and walking over to a table

* * *

**20 minutes Later**

"You still haven't told me who's your boss" said Flint tossing back a shot of whiskey.

"You're right I haven't" replied Gargan tossing back his shot as well.

"Well don't you think you should tell me"

"No because you'll never meet him, all transactions are through me"

"Yeah that's not going to work…..a man of my talents has to know who he's working for and judging by the amount of recruits you have….you really can't afford to let someone like me go"

"No…I can't"

"Come on what's the harm…..at least describe him to me"

"You don't understand…this guy that I work for…..he's insane, crazy strong….insane, he has yellow eyes, and a green mask….and did I mention that he was insane"

"Several times"

"I'm mean just a few weeks ago he tried to kill L. Thompson Lincoln"

"Mac…..this boss of yours sounds exactly like the person I'm looking for" said Flint as a grin came across his face.

* * *

**End Chapter: Read and Review: ****Hey readers it's me again back with the closing comments. I know this chapter is kinda light on the action but that's all a prelude to the next chapter which is has a ton of action and is probably gonna be one of the longer chapters because it's the Final Bout (At least for now) between Spider-man and the Green Goblin, whose gonna win well…you'll just have to read to find out so my loyal readers until next time…..**

**Next up: Spider vs. Goblin**


	23. Spider vs Goblin

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY, they are the owners not me. I am in NO WAY making any MONEY off of this story. NO MONEY is being exchanged or in my hands I assure you. SO PLEASE DO NOT SUE…I ask again…PLEASE DO NOT SUE…I HAVE NO MONEY….I repeat I HAVE NO MONEY…..really…I'm BROKE…thanks….now onto the story.**

**Hey readers I'm back with a new chapter, this is the Knock down drag out fight you've been waiting for, remember to Read, Review( I Like hearing your thoughts…and feedback in general) but most importantly remember to ENJOY…**

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* * *

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** Chapter 18: Spider vs. Goblin**

**Parker Household: 8:00 am**

"Peter Dear I…." started Aunt May as she entered her nephew's room. Stepping into his room she saw his messy bed, messy floor, and his window open but she didn't see him.

"I know I heard him up here…..I'm really gonna have to talk to him about cleaning up after himself" she said leaving his room. Hearing his Aunt leave his room Peter crawled in through the window and silently dropped to the floor.

'_I can't let Aunt may see me like this'_ he thought to himself. Since his battle with the Green Goblin, Peter was still sporting bruises and cuts on his face and body that would be extremely hard to explain. Sitting on his bed Peter let out a sigh and then a groan of pain, even though he was a quick healer he was still sore, especially his shoulder. Peter turned towards the window as he heard his Aunt's car start up, and drive off. Looking out of the window he saw that she was gone, so he then left his room and went to the attic. Once in the attic he went towards the desk and sat down and started up the sowing machine. His costume got torn to shreds during the fight so now along with being hurt he had to repair the damages done to his costume.

"Just one more thing I'll have to repay the Goblin for" he said as he stitched up the costume. Stopping the machine Peter looked over at his computer. Sliding over to the computer he turned it on, once it booted up, Peter used a search engine and pulled up some information on L. Thompson Lincoln.

'_The Goblin said to stay out of his business….so what kind of business is it that he would have to blow up half the police station, kill innocent people…..and then finally try to kill Lincoln…or should I say Tombstone'_ thought Peter looking through the information that he pulled up.

* * *

**1 hour later**

After about an hour Peter let out a growl of frustration, because he still hadn't connected the dots to the mystery of the Green Goblin.

"ARGHHHHH…this is so…damn it, why can't I put this together….and I'm supposed to be a genius…" he said while leaning back in his chair. Staring at a picture of Lincoln on his computer Peter put his hand to his chin and tried to think, "Okay…..calm down Parker and think this through…..What do we know…..Lincoln is really Tombstone….a player in the power struggle that's going on in this city thanks to me exposing the Kingpin…..the Green Goblin…..a crazy strong, resourceful, and insane killer…why would the Goblin go after Lincoln first…..wouldn't it make sense to go after the rest of the Kingpin's crumbling Empire, before trying to take care of the other competition…and what does those people that the Goblin killed have to do with this…..and why would The Goblin try blowing up half the police precinct" said Peter to himself. Rubbing his eyes Peter stood up and began to pace his floor back and forth thinking hard about the situation.

"I'm missing something" he said after a few minutes of pacing " A single connection that binds all of this together…and I think I know what it is…..but I have to talk to Captain Stacy and Lieutenant Lee" he said while sitting back down and starting up the sowing machine with the intentions of finishing up his costume quickly and going to see the Captain and the Lieutenant.

* * *

**Underground Lab: Oscorp**

"Close…..Dammit…we're so close" said Dr. Warren taking his goggles off and typing into the computer, the recently discovered data.

"Never in a million years I would've thought that the two of us would've gotten this close to cracking splicing molecules" said Dr. Stevens

"Even though I hate your guts Stevens…I'll admit you do know your craft" replied Dr. Warren pulling up the DNA strands.

"Likewise" she stated, going to the computer. While they were reviewing the data, Norman Osborn descended the stairs and walked into the secret lab, but this wasn't the true Norman, the Goblin had once again taken control of his body.

"Report" he half growled/ half yelled at the two scientists scaring them at the same time.

"W-W-ell N-Norman w-e…."

"Spit it out Stevens"

"Well Norman splicing together two living things is impossible….we've tried everything but it just doesn't work"

"DON'T TELL ME IT DOESN"T WORK I KNOW IT DOES!"

"Osborn don't get bent out of shape because we have something better" said Dr. Warren

"Better"

"That's right Osborn"

"You see Norman splicing two living things is a dead end mostly because the O…performance enhancers are strengthening the genetic structures and when we splice we're forcing the strengthen structures together and they are rejecting….but we found out something interesting….it's possible to splice human DNA with certain elements"

"Elements….as in Fire, water, air, and earth"

"It's like this Osborn you want us to combine human and animals for what reason I don't know but it's not gonna work at least not now…but it's possible to combine atomic structures of the elements…..you want to create a soldier that can breathe underwater…well what if you had a soldier that could become water"

"Become the water…..as in turn himself into water"

"Precisely"

"I would say the two of you have redeemed yourselves…when is human testing going to be operational"

"Try like 20yrs" scoffed Dr. Stevens "Norman we just now proved that it's possible we're way ahead of the competition…but as far as human testing goes….." she started before Dr. Warren interrupted her.

"You would need someone with a death wish and someone whose extremely expendable that you wouldn't care about losing"

At that moment Norman's cell phone rang, but it wasn't his normal everyday phone it was a secondary phone that he only gave to one person. Turning around he pulled out the phone and opened it.

"Hey….Goblin"

"Gargan I told you to never call me at any other time than the specific times that I gave you…are you so stupid that you can't follow simple instructions" he growled over the phone.

"I'm not stupid….don't call me names"

"Who do you think you are talking to huh…..be thankful that I'm in a forgiving mood….now what is it"

"….I've found a recruit for you"

"That's why you called me…you found one recruit…it's been weeks Gargan and you only have one recruit…you are incompetent…and…and….useless…hmmmm….what's the guys name"

"His name is Flint Marko and he wants to meet the guy in charge"

The goblin thought about this for a moment and then he replied to what Mac said.

"Tell him that will be feasible….I will be at the spot within the hour…oh and Gargan don't ever call me again" he said hanging up the phone. Turning back around to face Dr. Stevens and Warren he gave them a grin.

"Well ask and ye shall receive, prep the machine….I have the perfect candidates for the first test" he said with a grin.

"Candidates"

"As in two" he replied

"N-Norman I can't do this….if we attempt this these candidates of yours will most likely die…..it isn't ready"

"I think he knows that" Dr. Warren whispered from behind her

"Stevens this machine better be ready by the time I get back with our guests or there will be three expendable candidates going into that chamber" he threatened.

"A-Are you….who are you…..you're not the Norman Osborn….." she started before Norman took a step forward making her instinctively take a step back.

"Just get to work" he said before turning and ascending the steps out of the lab.

* * *

**Hospital: 2:00 pm, TV**

"_In other news the murder that has recently appeared and calling himself The Green Goblin is still at large. A few days ago it was reported that he was responsible for the attack at the Police precinct and at the Financial building a few blocks away, but it was also reported that Spider-man was fighting the Goblin but now we have reports that Spider-man was helping the Green Goblin as to which report is true we will never know….."_

_

* * *

_

The rest of the report was put on mute by Captain Stacy. Leaning back in his hospital bed he closed his eyes and let out a sigh. Opening his eyes he jumped in shock because crouched on a chair in his room was Spider-man.

"You trying to give me a heart attack"

"I hope you don't believe that I was helping that maniac I…." he started but was interrupted by the door opening. The Captain looked over at the door and then back at Spider-man who had already disappeared.

Gwen Stacy rushed into the room and towards her Father and hugged him as tightly as she could.

"Gwen…sweetheart I'm fine" he said

"Fine…..2nd degree burns…fractured ribs"

"Dammit Terry…..I told you to be discrete" he said as Lieutenant Lee entered the room and closed the door.

"Lying is not the way to have a healthy father daughter relationship….trust me" she replied while walking towards the bed.

"Oh my God Dad who would do something like this why would they" asked Gwen

"I would like to know that as well" came Spider-man's voice from behind them. Gwen and Terry both jumped at the sound of his voice and then they turned around.

"YOU!" shouted Gwen storming up to him, "WHERE WERE YOU HUH!"

"Excuse Me"

"AREN'T YOU SUPPOSED TO BE SOME SORT OF HERO OR SOMETHING GREAT JOB BUDDY!" yelled Gwen in Spider-man's face.

'_This is such a weird situation'_ thought Spider-man to himself

"Look I was on my way to help when I heard the explosion, but as soon as I got near the Precinct the Goblin ambushed me" replied Spider-man calmly.

"Ambushed you" said Lieutenant Lee

"Yeah….almost killed me but he decided to let me off….with a very stern warning"

"Oh" replied Gwen taking a few steps back "I'm sorry"

"It's alright" he replied "but I've been racking my brain trying to find out what's his angle, but so far I'm drawing a blank but I'm following up on a few leads and lead number one is why would the Goblin try to blow up the precinct…he must've done it for a reason he doesn't strike me as the type of person that does something just to do it…..every action is calculated and planned….so Lieutenant…Captain…tell me why"

"….I don't know" answered Captain Stacy

'_Spider sense…he's lying'_ thought Spider-man

'_hmm Dad's lying'_ thought Gwen looking at her father.

"Captain Stacy I thought we had an understanding I'm only trying to help"

"Really kid…I don't know why"

"He's right Spider-man he doesn't know but I do" Lieutenant Lee chimed in

"Terry NO!' shouted Captain Stacy

"Look George I understand your point but we gotta stop this guy by any means necessary and plus he's fought the Goblin"

"Twice" Spider-man interjected.

"And Daddy I'd rather him risk his life rather than you risk yours…..No offense"

"None taken…It's what I do" Spider-man replied.

Captain Stacy looked at the three of them before he gave a sigh of defeat.

"Fine…..we'll tell you what we got…but Gwen.."

"Yeah I know I know…..police talk can't be around got it" she said while heading for the door and leaving. After watching her leave Terry let out a sigh and began to tell Spider-man everything that they had discovered so far.

"Alright kid it's like this remember when I got kidnapped by that psycho"

"Yeah"

"Well before I was kidnapped I was following up a lead….all of the people that the Goblin killed were stock holders in Oscorp industries and they were backing out"

"Oscorp…..as in Norman Osborn"

"CEO, owner, creator of Oscorp….yeah him" said Lieutenant Lee, "I went to Osborn's Mansion to ask him a few questions, but when I got there Who should I run into but the Green Goblin"

"Where does Lincoln fit" asked Spider-man although he already had a feeling as to what they were gonna say.

"Kid….Lincoln is just as rotten and dirty as Fisk he's the instigator in this whole thing he was trying to take over Osborn's company….at least that's what were are thinking" said Captain Stacy.

"Let me see if I got this straight, see if we're on the same page….Lincoln was trying to take over Osborn's company through the stock holders, Osborn gets wind of it hires the Goblin to take out the stock holders and Lincoln" finished spider-man.

"Exactly….and after we put this together we got a search warrant for Oscorp and Osborn's mansion and we took all of his computers" said Lieutenant Lee

"But before we could decrypt the files on Osborn's computers"

"Goby shows up and destroys everything"

"Which proves that Norman knows the Goblin but now we have no way of getting to him all the evidence is gone and he's lawyered up" said Lieutenant Lee

"You can't get to him….but I can"

"I can't authorize that Kid"

"Then I guess it's a good thing I don't answer to you now isn't it….we're talking about a murderer….I have to do something" said Spider-Man with determination.

* * *

**Outside of the Hospital Room Door**

Gwen took her ear off the door and gasped in shock of what she just heard. Norman Osborn, the father of one of her best friends, was involved with a murderer that almost killed her Dad. Feeling a little light headed and at a slight loss for words Gwen immediately took out her cell phone and pressed the speed dial button for the one person that she knew she had to talk to about all of this, the one person she absolutely had to share this with, her boyfriend: Peter Parker.

* * *

****

BZZZZZZZZZZZZZ,

vibrated Spider-man's phone from within his utility belt.

"I-Is that your phone" asked Captain Stacy. Spider-man took out his cell phone from his belt and he looked at the ID and his eyes widen a little at who was calling him.

"Who's that you parents" asked Lieutenant Lee

"My parents are dead…..look I'm gonna go have talk with Osborn and then I'll get back to you guys" said Spider-man quickly walking towards the window and jumping out.

"Well we know that his parents are dead" said Terry

"It's just one more piece to the puzzle that is Spider-man" replied Captain Stacy.

* * *

**Across Town: Motel**

"Flint you're late checking in" came Lincoln's irritated voice over the phone.

"You know how I work….I don't call unless I have something….so I'm calling you now"

"What do you have"

"This idiot Gargan got a meet set up with me and Goblin in about 5 minutes…I'll take care of both of them"

"Excellent your money will be waiting upon completion"

"It better be" replied Flint hanging up the phone.

Exiting the restroom Flint made his way back to the motel room where Gargan was waiting. He walked up to the door but before entering he put his hands in his coat pocket and cocked the gun he had. Opening the door Gargan was sitting in a chair with a cigarette in his mouth.

"How long before your boss gets here"

"Any minute now"

"Perfect" replied Flint but before he could draw his gun, two object suddenly crashed through the window of the motel room and rolled across the ground. The orange pumpkins rolled until coming to a stop and beeping twice and releasing thick green smog. Flint and Gargan both covered there eyes as the smog blinded them. They both started coughing and gasping. Gargan was the first one to drop to the floor unconscious. Flint tried his best to fight through the grogginess. He started for the door when it opened on its own and in the doorway stood the Green Goblin in a trench coat with a sick and twisted grin on his face.

"SLeeeeeeeeeeeeep" was the last thing Flint heard before he too passed out.

"HAHAHAHAHAHAHAHAHAHAHAHAHA" cackled the Goblin

* * *

**IN the air**

"Peter OH MY GOD"

"Whoa….slow down Gwen….what's wrong" he said '_Like I don't know already'_

"Peter I need you to get over to Manhattan General I really need you here with me now"

"Uhh….Gwen I-I can't make it…..I'm in the middle of something important"

"Peter this is an emergency, my Dad almost died and I found out something…..something that you need to hear in person….please….I-I need you….don't pull the disappearing act on me, not this time"

"…Gwen…I-I can't I promise I'll be there as soon as I can…okay bye" he said hanging up the phone, '_I'm Sorry'_ he thought while swinging in the air towards Oscorp.

* * *

**Hospital**

"DAMMIT PETER!...this is the worst time for you to flake on me" she said angrily banging her fist on the wall, "…who else could….I hope Mary Jane is home" she said dialing MJ's number.

* * *

**Oscorp underground lab**

"U-Ugh…my head….where am I" came the groggily voice of Flint Marko who was finally waking up. Opening his eyes fully he noticed two important things. The first was that he was completely naked, and the second was that he was in some type of metal chamber, that had a thick window and he could make out three people staring at him. Shakily standing to his feet he stumbled towards the window and began to bang on it.

"LET ME OUT OF HERE!...I SWEAR I'M GONNA KILL ALL THREE OF YOU IF YOU DON"T LET ME GO!" shouted Flint banging on the window with all of the strength that he could muster, but the glass held firm.

* * *

**Outside of the Chamber**

"Warren, Stevens Begin the procedure" said Norman with a grin on his face. Dr. Warren type a few keys into the computer and the sounds of gears turning could be heard as the splicing process began.

* * *

"DO YOU HEAR ME I'M GONNA….." started Flint until he heard the sounds of vents being opened in the chamber. Turning around he looked up and saw the vents in the ceiling of the chamber open and release sand into the chamber. Next vents began to rise out of the floor and a mysterious green gas started to seep through and fill the entire chamber. Flint breathed in the gas and began to roar in pain. Flint was in so much pain that he didn't feel or hear the chamber began to vibrate and hum. The pain that Flint was feeling intensified, it was as if his body was being ripped apart especially when the sand began to swirl and mix with the gas. Flint dropped to his knees in pain, peeking open an eye, he looked at his hands as they began to turn to sand, looking down he saw that the rest of his body was turning to sand as well.

* * *

**Outside of the Chamber**

"What's happening to him" asked Norman not taking his eyes away from window. Dr. Stevens and Dr. Warren were looking at Flint's vitals and both were speechless.

"STEVENS! WARREN WHAT'S HAPPENING TO HIM!"

"We don't know Norman…this is new territory for us….his physiology its unlike anything I've ever seen before"

"Agreed…..but his body is accepting the procedure…at least that what I think is happening" replied Dr. Warren.

Mac Gargan was tied up and on the ground struggling with his bonds was watching on as well, "Dear God" he whispered to himself.

Hearing Gargan's whisper Norman who was being controlled by the Goblin turned to Gargan, "God has nothing to do with this Gargan….and guess what once we're finished with him guess who's going in next" said Norman.

"Who are you and how do you know my name"

"Well who do you think funds your….employer of sorts…..he said he was finished with you and you hold no more use for him….but I told him I might have a job that you'd be perfect for"

"You people are insane"

"There's a fine like between genius and insanity, so it's only natural for those who are lacking in intelligence to mix the two, hahahahahahaha" he cackled, but he was broken from his laughing by a beeping noise going off. Reaching inside his suit coat he pulled out a device with a screen on it and he clicked a button on the top. The screen flicked on and an image of Spider-man landing on the roof the science lab was shown.

'_Hmm an intruder…one that doesn't know when to quit'_ he thought while turning the device off. He turned around and headed for the medical bay of the underground lab leaving Gargan unattended.

Gargan seeing Osborn frown and then disappear into the medical room did the only thing anyone would do he tried to escape. Flexing his muscle the last remaining bit of the performance enhancer coursing through his veins flared to life and he was able to break the rope that was holding him. Throwing the rope off of his body he quickly got up and ran for the stairs that lead up out of the lab. Reaching the top of the stairs he came to an elevator door. He pressed the button and the doors opened, he entered and he pressed the single button. He saw the doors close and he felt the elevator start to go up.

* * *

Spider-man landed on the roof of the still destroyed lab section of the Oscorp Industries.

'_This is where it all began for me…and to think it's only been a year'_ he thought to himself as he crawled through the hole in the roof in and looked around the decimated lab. As his eyes roamed over the lab he started to remember that night as if it was yesterday. He remembered where he hid, he remembered the Spider that bit him and then as if he was struck by lighting, he remembered the fight between Norman and Dr. Ocatvious that night.

* * *

**Flashback**

"_His muscles have increased and they are growing" said Dr. Warren_

"_SAY SOMETHING OSBORN!" shouted Otto_

"_He can't…..we injected him with the OZ….." said Dr. Stevens_

"_AH…yes the OZ while great….it has the potential to run the host insane" _

"_HAHAHAHAHAHAHAHAHAHAHAHAHAHA" cackled Norman_

_

* * *

_

**Present**

"That laugh….No…..NO…NOOOOOO….It all makes sense now...Norman didn't hire the Green Goblin…..HE IS THE GREEN GOBLIN!" Spider-man said to himself in horror of the sudden realization, but he didn't have time to dwell on it because suddenly Mac Gargan emerged from a secret elevator on the far side of the destroyed lab. Mac stumbled through the debris desperately trying to find an exit.

"Gotta…get…..whoa!" he said as he was lifted off his feet by Spider-man who was sticking to the wall.

"YOU AGAIN!" Mac shouted, "LET ME GO!"

"Do I know you….and where did you come from"

"You don't remember me"

"I generally don't remember the scum I pound on unless they do something that really pisses me off"

"Don't call me names….I hate it when people call me names"

"Look Mr. sensitive where did…."

"They're doing some kid of sick experiment downstairs….they did something to this guy named Flint Marko…..you better go save him before he dies"

Letting him go Spider-man wrapped him up in some webbing.

"Stay put….I'll go and check it out" he said to Mac. Dropping to the floor Spider-man walked over to the secret elevator and stepped in and pushed the single button and the door closed and the elevator started to descend.

* * *

"OH shit…something is happening to him look at his vitals" said Dr. Stevens turning he eyes to the chamber. With a loud and painful roar Flint Marko's body exploded in a shower of sand. All of the vitals that Dr. Stevens and Warren were monitoring went dead. Both scientist stood there in complete silence, reflecting on what just happened. After a few seconds the silence was broken by Dr. Warren

"Well that was interesting to say the least" he said.

"SHUT UP!...We just killed a man"

"We did it in the name of science…..we have the data we need so now we move forward"

"Yeah what about next time huh…..we keep killing people until we get it right"

"Not on my watch" came Spider-man's voice from behind them. Both scientist turned to the voice and they saw him standing behind them.

"The Hell are you people doing….." he started but his spider sense alerted him to an attack. Jumping to the side he avoided two bat shape razors. The bats missed him and continued on until they embedded themselves into the glass window of the chamber cracking it slightly.

"Well…..Well….Well….it looks like my warning went unheard" came the voice of the Green Goblin walking out of the medical bay.

"What the hell is going on here…..who the hell are you!" shouted Dr. Warren.

"Isn't it obvious he's your boss the Green Goblin"

"I don't know any Goblin"

"Maybe it would be better if I called him Norman Osborn"

"Wha…." Started Dr. Stevens before being interrupted.

"I see you've figured out something you shouldn't have…..but there is no Osborn here….THERE IS ONLY THE GREEN GOBLIN!….The OZ saw to that" said the Goblin throwing another razor bat at Spider-man but he jumped out of the way.

"But seeing as how you've discovered Osborn's secret Spider-man….how about I expose yours"

"What are you talking about"

"Oh please boy….you think it was hard to deduce that you were that kid that got bit by the spider in the lab…yes I remember you, how could I not you destroyed the spider that would have been considered a breathrough on several levels, and while I may not know your true identity it shouldn't be long until I figure it out" said the Goblin with that sick grin on his face.

"Wait….that was you" said Dr. Warren looking at Spider-man "My word….how the hell are you alive….did that spider bite grant you the ability to stick to walls…what else has it done to you…has it…" he rambled.

"It all makes sense now Norman…." Said Dr. Stevens to herself "That's why you've been acting so strange…..the OZ has corrupted your mind…..Dr. Octavious was right…..It enhances a person to maximum capacity but...it makes a person turn insane….and…..and Spider-man…he's the reason why you wanted us to do the splicing….you're trying recreate whatever happened to him" she continued while looking at the Goblin.

"Congratulations Stevens…you've guessed my plan…..think about it…. an army of my own super powered beings all loyal to me…but the only problem is time….I'm not patient enough to wait another 5 years before….ahhhh" started the Goblin before being kicked in the face by Spider-man.

"Not that all this talking isn't great, It doesn't change the fact that I'm taking you in Osborn….you need help"

Spitting on the floor the Green Goblin stood up and pulled out an orange pumpkin from his purple bag, "THERE IS NO OSBORN THERE IS ONLY THE GREEN GOBLIN!" he shouted cocking his arm back, but before he could throw it a deep growl echoed throughout the lab.

"What was that" asked Dr. Stevens but she got her answer when she heard the growl again; it was coming from the chamber. The sand began to pull together and form into what looked like a human. The sand formed a face and the face let out a yell and kept yelling until the sand began swirl and lift up into the air. The sand crashed through the cracked window with extreme force tossing glass everywhere. The sand hovered for a second until shot upwards and burst through the roof and into the destroyed lab, from there the sand flew out into the morning sky.

"NOOOOOOOOOOO!" yelled The Goblin as he saw his creation escape. Pressing a button on his wrist controller, his glider flew into view and he hopped on and flew after the cloud of sand, but before he flew out Spider-man shot a web that connected to the glider. The Green Goblin turned and threw the pumpkin and it burst into three razor bats. Spider-man twisted out of the way of the first two, but the last one managed to knick him on the arm before it continued on and embedded itself into the wall. The Goblin growling stepped on the pedal of his glider and it picked up a sudden boost of speed flying faster after the cloud of sand, while dragging Spider-man along on his web.

* * *

Mac Gargan was struggling to get the webbing off of him when he felt rumbling. Suddenly a portion of the floor was blown out and a giant cloud of sand shot out and into the sky. Gargan looked on in amazement, but then the Goblin flew out of the hole on his glider with Spider-man being dragged along on a web. Gargan was so busy looking at them that he didn't notice that an abnormally sized scorpion crawl from out of the shadows and towards him. The scorpion reared it's tail back and then stabbed Gargan in the hand.

"OUCH!" he yelled as he felt the sting. Rolling over to see what stabbed him he saw the scorpion and immediately started to back up. The scorpion started to crawl towards him again but a portion of the ceiling broke apart and fell and crushed the scorpion. The piece of debris that crushed the scorpion had a sharp metal rod sticking out. Rolling towards the rod Gargan rubbed against it and cut the webs that had him bound. He stood up and was getting read to search for an exit when he felt a fiery sensation coarse through his body. He collapsed to knee and he started to vomit large amounts of blood. Looking at his hand he saw that the scorpion's sting had made his hand triple in size. The pain began to increase as Gargan heard and felt his bones snapping and reshaping. Gargan let out a sickening yell of pain before he slipped into unconsciousness.

* * *

**High above the city**

"YOU'RE STARTING TO ANNOY ME BOY!" yelled the Goblin as they zoomed across the afternoon skyline. Even though he was trying to shake Spider-man off his glider, The Green Goblin never once lost sight of the cloud of sand. Pulling out a razor disc he turned and tried to cut the web, but Spider-man fired a web line that connected to his face, and he pulled, yanking the Goblin off the glider. The Goblin as he was falling tried to slash Spider-man with the razor disc as he passed him, but Spider-man dodged the strike and kicked him in the face again. Taking the blow the Goblin, turned and threw the disc but again Spider-man avoided it, but the disc managed to slice the web line that was connected to the glider. They both were free falling through the air, when the Goblin's glider beeped and sped towards the Goblin's signal. He tried to grab it, but Spider-man shot a web line at his back and pulled him out of the glider's range. The Goblin growling reached into his bag and pulled out a pumpkin and threw it at Spider-man. The bomb blew up rattling Spider-man, but he recovered in time to twist out of the way of the glider that was trying to slice him two. The glider sped towards the Goblin and as it neared the Goblin grabbed onto it and righted himself. The Goblin looked in every direction for the cloud of sand and he spotted it. Stepping on the pedal he started after the cloud but again Spider-man was there. He shot a web that connected to glider again and he dragged along as the Goblin doubled his speed.

The Goblin weaved through the city trying to shake him but Spider-man just wouldn't let up.

'_I've got to separate him from that damn glider'_ thought Spider-man as he was being dragged. Looking up Spider-man saw the exhaust pipes of the glider spew out some fire which gave the glider it's boost of speed.

'_I've got another one of those crazy ideas'_ he thought to himself as he aimed his right web shooter at the pipes. He held down on the pressure gauge and several thick globs of webbing shot out and covered the exhaust pipes. The Glider started to sputtered and black smoke began to seep out. The Goblin turned and saw the pipes covered in webbing, growling in anger, he reached down and grabbed Spider-man's web and pulled Spider-man towards him and grabbed him by the neck, just as the glider stopped working and they began to plummet.

"I defeated you last time and this time shall be no different boy" said the Goblin as he punched Spider-man across the jaw.

"I-I...don't know if you're keeping score….but it's one to one" Spider-man retorted shooting a web in the Goblin's eyes and punching him in his face and then kneeing him in the stomach. While they were fighting each other neither notice that they were plummeting towards a glass skylight that belonged to the downtown Manhattan mall.

**CRASH!**

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* * *

**

Spider-man and the Green Goblin crashed through the skylight, but before they hit the ground, the glider sputtered to life for a second and suddenly pulled up and zoomed straight in to a fast food restaurant in the food court.

"OH MY GOD!" yelled the employees as they saw the two barrel into the restaurant. The other occupants in the area started to run away as well, but some people stay to see what was going on.

The Green Goblin shakily reached his hand to his face and ripped off the webbing that covered his eyes. Rolling over he searched for his glider and saw that it was overturned on the ground. Crawling towards it he immediately grabbed the webbing that covered the exhaust pipes and started pulling as much of it off as he could. Holding up his wrist he started to press some buttons on the controller and the glider tried to move, but it fell back down to the ground, he then pressed a green button and the glider gave a slight steady beep.

'_There…. it shouldn't be long before it reboots'_ he thought to himself rising to his feet.

"Pssst…hey Goby" whispered a voice. Turning to the voice The Green Goblin saw a red clad fist punch him in the face, followed by and another punch. Spider-man then shot a web and it connected to the Goblin's chest. He then yanked on the web and the Goblin came flying towards him and he jumped and spun in the air and kicked the Goblin over the counter of the restaurant. The Goblin rolled on the ground and recovered in time to uppercut Spider-man as he leapt at him. Spider-man took the blow and flipped and landed in a crouch, but as he landed the Goblin was already lunging with a left hook but Spider-man ducked and responded with his own powerful uppercut that sent the Goblin flying back and crashing into some tables knocking them over in the process. The Goblin getting upset reached into his bag a pulled out four razor bats. Standing up he threw all of the bats at Spider-man. Spider-man using his spider sense and agility dodged the first two by hopping over them, and he dodged the second two by twisting in mid-air, but as he landed the Goblin threw a pumpkin bomb that exploded and tossed Spider-man into the wall hard denting it.

"ARGH!" yelled Spider-man as he slammed into the wall, '_Those Damn bombs'_ he thought angrily as he slowly rose to his feet despite the protest from his body.

'_SPIDER SENSE'_ he thought urgently. Leaning to the right he narrowly avoided the sharp electrical blade that was aimed for his skull. The Goblin had pulled it from his bag and tried to stab him while he was distracted. Kicking the Goblin in the stomach Spider-man rolled out of the way to create some space, but the Goblin was relentless, taking the blow to the stomach, he charged and slashed and slashed at Spider-man, but Spider-man proved to be a worthy adversary. For every slash the Green Goblin did, Spider-man expertly dodged or avoided and landed a powerful strike of his own. The Goblin came with a side swipe, but Spider-man flipped over it and in mid air kicked him in the head.

'_This brat Is beginning to test my patience…while I do have the super soldier formula coursing through my veins….this boy also has it….although he has a different variation he still has it'_ thought the Goblin as he stared at Spider-man. He charged with another swipe but Spider-man delivered a viscous spin kick that knock him down to the ground, dropping the electrical blade in the process.

**BEEP! BEEP**! Went the sound of the wrist controller the Green Goblin had.

'_Ah my glider has rebooted'_ he thought with a grin on his face. The Goblin pressed a button on the controller and his overturned glider roared to life. It rose up and then turned over. Spinning around it let out a barrage of bullets that ripped through the counter, and almost hit Spider-man but thanks to his spider sense he dodged out of the way, but while he dodged it the people behind him watching the battle between the two weren't so lucky. The barrage of bullets came out in rapid succession hitting many people that had stayed to watch the fight.

"GET DOWN!" shouted Spider-man. Some of the people ducked while others tried to run away. One of the bullets hit a man in the leg, another bullet hit a woman in the arm. Spider-man while dodging the bullets shot multiple web lines and the people's feet and pulled making them all fall to the ground, so they wouldn't get hit. After several seconds that seemed to stretch on forever, the bullets stopped and cries of pain and anguish could be heard. But the sound that sent a slight chill down Spider-man's spine was the cackling of the Goblin, who flew overhead on his glider. Spider-man was about to chase after the Goblin until he heard someone scream out.

"HELP….MY HUSBAND NEEDS HELP!"

'_ARGH! …..I gotta go after the Goblin….but I can't leave….wait what's that'_ he thought. He heard the unmistakable sound of an ambulance on the way,'_Thank you God….the ambulance is on the way…..I can go after the Goblin'_ he thought, while shooting a web and swinging after Green Goblin.

* * *

Blasting through the ceiling of the mall the Green Goblin flew out into the sky and looked in every direction, but he knew that he had lost track of the cloud of sand.

"DAMMIT….I've lost track of him….and it's that insufferable boy who is at the heart of my failure…..this makes the second time…..there will not be a third" said the Goblin to himself while balling his fist in anger. Looking down he saw Spider-man emerge from the mall, stepping on the pedal, his glider rocketed off, with Spider-man hot his trail.

* * *

Zooming through the city the Goblin glanced behind him to see Spider-man getting closer. Applying more and more pressure to the pedal he started to pull ahead of Spider-man. Reaching into his bag he pulled out two pumpkin bombs. Turning a sharp corner he threw one bomb behind him.

'_Spider sense'_ thought Spider-man, pulling up on his web he narrowly avoided the explosion, but when he pulled up he spider sense went off again. He saw another orange pumpkin and before it went off he kicked it upwards and away from him.

The bomb exploded out of harm's way, but at that moment the Green Goblin appeared and a strong thick wire shout out from his glider and wrapped around him tightly. The Goblin while cackling turned and made his glider fly upwards, with Spider-man being dragged by the wire.

'_This….this wire….is tight'_ thought Spider-man struggling to break free.

The Goblin made his glider fly higher and higher into the sky.

'_Nose bleed'_ thought Spider-man as New York became smaller and smaller as they rose higher into the air. Looking to left Spider-man saw an air plane fly past, as they Goblin continued to go higher.

"HAPPY LANDINGS SPIDER-MAN!" the Green Goblin suddenly shouted as he disconnected the wire from his glider and Spider-man began to fall.

'_CAN'T BREAK FREE!_' He thought frantically '_SPIDER SENSE'_ . As he was falling The Green Goblin started firing his high caliber bullets at him. Twisting and rolling in mid air Spider-man did his best to avoid being hit by any of the bullets.

"AHHHHHH!" he yelled as he felt several bullets graze his legs, and arms, but one of the bullets happened to graze against the wire cutting it. Spider-man feeling the wire slacken slightly flexed his muscles and with a yell he popped the wire on his arms and freed himself.

'_This kid just won't die'_ thought the Green Goblin angrily as he saw Spider-man break free. The Goblin gritted his teeth and doubled his efforts to try and shoot him.

Now that he was free Spider-man turned and fired three web balls that hit the Goblin in the face.

'_I'm a sitting duck in the air…he has more maneuverability out here in the open…..I have to get closer to the city'_ he thought to himself. Spider-man straightened his body and made himself fall faster. The city started to become more visible, and bigger. Closer and Closer Spider-man came to the city, but just as he reached the skyline his spider sense went off, twisting to the right he narrowly avoided a pumpkin bomb. After avoiding the bomb Spider-man saw that he was within range of the a building and he shot a web.

'_Gotta time this just right'_ he thought. Without decreasing his speed he shot a web at the building and swung around it, and with perfect timing he swung around just as the Goblin was about to pass and he punch the Goblin in the face. The Goblin started spinning out of control because of the force from the blow. Stomping his foot on the brake, the glider stopped. The Goblin turned to see Spider-man heading straight for him. Growling the Goblin stepped on the pedal and his glider shot forward. The Goblin barreled into Spider-man and grabbed him by the front of his costume. Spider-man elbowed the Goblin in the face and the Goblin responded with a back fist. Spider-man took the blow and returned with a kick, but the Goblin anticipated the attack and grabbed his foot. The Goblin started spinning on his Glider with Spider-man's foot in his hand and he tossed Spider-man away from him. Spider-man fired to web lines that connected to the Goblin and he pulled. The Goblin was almost yanked off his glider but he was able to keep himself connected. He was pulled towards Spider-man and at the same time they both grabbed each other by the throat.

"I'M GOING TO KILL YOU BOY!"

"NOT TODAY GOBY!" Spider-man retorted shooting some webs in his eyes.

"AHHHHH!" shouted the Green Goblin. While he was distracted Spider-man kneed him in the stomach and then jumped on his back. Spider-man then stepped on the pedal of the glider making it fly faster. The Goblin ripped the webbing off his eyes just in time to see his reflection in a window before he crashed through it.

"AHHHHHHHH!"

**CRASH!**

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* * *

**

"GOOD LORD!" yelled an old man as he dove out of the way just as Spider-man and the Green Goblin crashed through his apartment window. Spider-man and the Green Goblin tumbled across the ground until they came to a rough stop against the wall.

"Ow" said Spider-man as he shook his head trying to stop the room from spinning, '_Spider AHHH!'_ he thought as the Goblin hit him in the face with a television that was nearby. Spider-man skidded across the floor. Ignoring the pain in his face he rolled to the side just as the Green Goblin dove and tried to stab him with another blade he had pulled from his purple bag. Spider-man flipped to feet and stood up to face the Green Goblin, who had quickly stood up after he missed, he had the blade brandished ready to skewer Spider-man in an instant.

"Give it up Osborn….you can't beat me" said Spider-man

"FOR THE LAST TIME THERE IS NO OSBORN THERE IS ONLY THE GREEN GOBLIN!" he roared. He charged in aiming the blade for Spider-man's heart, but Spider-man sidestepped the strike while grabbing the Goblin's arm and kicking him in the stomach and delivering a chop to his wrist making the Goblin drop the blade. Spider-man then punched the Goblin twice in the mouth and then flipped him over his shoulder. Spider-man then did a back flip to create some space.

The Green Goblin spit out some blood and shakily stood to his feet. He wiped the blood from his face; he looked at Spider-man with utter rage, and with a mighty roar he charge at Spider-man again. Spider-man fired two web lines that connected to him and he swung the Goblin around and tossed him into the old man's refrigerator denting it in the process. The Green Goblin slumped down in defeat and watched as Spider-man walked towards him.

"It's over Osborn….surrender"

"I would rather die" he groaned out "AND I'LL TAKE YOU WITH ME!" yelled the Goblin as he weakly rose his hand and a thin laser beam emerged from his finger tip and hit the gas line on the old man's stove.

_'SPIDER SENSE_!" thought Spider-man urgently as he turned and made a dash for the window; on his way to the window he shot a web at the old man who was hiding behind a chair and pulled the old man towards him. Spider-man with the old man in tow jumped out of the busted window just as the apartment exploded.

**BOOOOOOOOOOOOOM!**

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* * *

**

Landing on the ground below Spider-man let the old man go.

"MY APARTMENT!"

"Yeah sorry about that…I hope you have insurance" replied Spider-man "Listen find a phone call the police"

Shooting a web Spider-man pulled himself up and went back towards the old man's apartment.

* * *

Entering the blown up apartment Spider-man saw no trace of the Green Goblin. Looking around he saw the explosion had blow out the walls and he could see people running down the stairs for the exit. He also heard the blaring siren of the fire alarm.

"HELP US!" yelled a woman.

Spider-man rushing out into the hallway he saw some debris was on a man that looked to be in his thirties.

"PLEASE HELP MY HUSBAND" the woman yelled. Spider-man ran towards the debris and lifted it up. The woman pulled her husband free.

"Thank You"

"You're….." he started before he caught a glimpse of the Goblin running towards him. The Goblin rammed Spider-man and then both went crashing through the wall and into another apartment where a woman and her children were hiding under the table. Spider-man elbowed the Goblin and then kicked him off of him.

"GET OUT OF HERE NOW!" he shouted, while rising to his feet. The frightened woman shook her head and she grabbed her two kids and headed for the door. Spider-man turned his head in time to receive a vicious uppercut that lifted him off his feet and sent him crashing into the table the woman was hiding under. The Green Goblin stomped over and with both hands grabbed Spider-man by the throat and lifted him off the ground choking him the whole time. Spider-man while struggling got a good look at the Goblin. His costume was burned and shredded. The skin beneath his costume looked burned and was blistering. Half the Goblin's mask was gone and the burned face of Norman Osborn could be seen.

"YOU HAVE RUNIED MY CAREFULLY LAID PLANS SPIDER-MAN…..FIRST IT WAS THE SPIDER THAT BIT YOU….NEXT WAS MY REVENGE ON LINCOLN….AND NOW MY ULTIMATE WEAPON, FOR THAT YOUR PUNISHMENT IS DEATH!" he growled applying more and more pressure to Spider-man's neck.

'_H-His grip is tight…C-Can't B-Breathe'_ thought Spider-man trying to break his hold '_W-What would DD do'_

Spider-man brought his foot back and kicked the Green Goblin in the groin as hard as he could, which made the Goblin let him go. Dropping to a knee Spider-man greedily sucked in as much air as he could, but it wasn't a lot due to all the smoke that was filling the building.

'_Spider Sense'_ looking up he saw the Green Goblin with a pumpkin in his hands. He reared his arm back and threw the bomb. Spider-man shot a web and it connected to the bomb and he swung it around and back at the Goblin.

"FUCK!" said the Green Goblin just as the pumpkin exploded sending him flying back and through the window, and to the ground below.

"NOOOOOOOOOO" yelled Spider-man rushing to the window, he tried to fire a web but he heard an audible click from both his web shooters.

"AHHHHHHHHAHAHAHAHAHAHAHAHA!" cackled the Goblin as he fell and hit a parked car full force.

* * *

Spider-man landed on the ground a few seconds later after changing his web cartridges. Rushing up the Green Goblin's prone body, Spider-man put two fingers to his neck to check to see if he was still alive. Suddenly the Goblin's eyes snapped open and with his left hand he grabbed Spider-man by the neck. Spider-man looked into the Green Goblin's eyes and he could see the rage that they held for him.

"I-It's….I-t's only a mat-ter of time before I find out who you are….and when I do everyone you love…is DEAD…ugh" came the Goblin's last words as he finally succumbed from the pain. Spider-man knocked the Goblin's hand off of him, and let out a breathe of relief that he had survived this encounter with the Goblin. Turning his head he heard the sound of police cars and fire trucks pulling up to the scene. Spider-man shot a web and swung away.

* * *

**END Chapter: Read and Review. WHEW! This chapter was a beast to write…..mostly because I wanted the final bout between Spider-man and the Green Goblin to be one of epic proportions, if it was or wasn't I'll let you the reader decided, just leave a review. Well folks that does it for the Green Goblin (for now) I hope everyone enjoyed his appearance, because he will return of that you can be sure, but not anytime soon. Another chapter down another one coming soon, this is Nomad88 saying until next time…**

**Next Up: Goblin Aftermath**


	24. Goblin Aftermath

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS, in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY. I AM in NO WAY making any MONEY off of this story. NO MONEY is being made or exchange that I can promise you, so PLEASE find it in your heart NOT TO SUE me…..I repeat again PLEASE DO NOT SUE….I HAVE NO MONEY I ASSURE YOU…really I don't…I'm completely broke…..now having said that onto the story**

**Hey People New Chapter up remember to READ…REVIEW( reviews are important), but the most important thing is to ENJOY…..**

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** Chapter 19: Goblin Aftermath**

**Daily Bugle: Next Day**

"HOT DAMN!...NORMAN OSBORN WAS THE GREEN GOBLIN MURDERER. THIS IS THE TYPE OF SCANDAL THIS PAPER LIVES FOR!" shouted J. Jonah Jameson with a smile on his face. He was in his office with a copy of the Daily Bugle on his desk and Ben Urich, Robbie Robertson, and Eddie Brock were around his desk.

"But Gentlemen do you know what's the only problem that's throwing this whole piece off….perhaps you can tell me Brock" said Jonah with a slight edge in his voice. Eddie let out a little sigh before he answered.

"…There's no Picture" he said

"THERE'S NO PICTURE…..WHY BROCK!"

"JJ I tried to get there as fast as I could but by the time that I got there the police…."

"THEN YOU SHOULD"VE FOLLOWED THEM!"

"I did but before they got to the hospital some guys in black came and took Osborn away along with my film"

"Guys in black Brock" said Ben

"Yeah…and besides nobody got a picture of him…..the best anyone has got is cell phone video….and some camera's from the stores across the street from that apartment building"

"I DON'T GIVE A DAMN ABOUT….."

KNOCK! KNOCK! Went the door to Jameson's office.

"WHO IS IT!" yelled Jameson

The door opened and Peter walked into the office and everyone recoiled slightly. Peter had a black eye, a split lip, and bruises on both sides of his face, and some visible bruising on his neck, he was also walking with a slight limp. Ben looked at Peter and then at his limp and he furrowed his brows. He had seen this type of limp and bruising before, it looked as if he had been in some sort of intense fight.

"Peter what happened to you" asked Ben

"I got injured getting this" said Peter as he held up a photo the defeated Green Goblin.

'_He's lying'_ thought Ben as his investigative instincts kicked in.

"HOW DID YOU GET THAT!" shouted Brock grabbing the picture from Peter, but then Jameson snatched it from Brock.

"Doesn't Matter how he got it Brock as Long as he has it….look at him Brock he suffered injuries for his job that's what I call dedication….Robbie call the distributor and collect all the morning editions have them put this picture in and then ship them back out"

"Alright…I'll take care of it Jonah" said Robbie taking the picture and heading for the door "Peter you might need to go to the hospital" he added before he left the office.

"Parker you've just earned 200 bucks" said Jameson pulling out his checkbook

"200 BUCKS!...JJ you don't even pay me that much"

"Because you never have anything good for me Brock, Now get outta here…This is for you Parker give it to Brant have her stamp it"

"Thanks" replied peter taking the check. Ben watched as Peter took the check and limped out of the office.

'_Hmmmm…..how did he get that picture….in fact how does he always get his photos_' thought Ben rubbing his chin.

* * *

Eddie pushed Peter out of his way as they both tried to leave through the door.

"Watch yourself Parker" said Eddie menacingly as he headed for the elevator that led to the downstairs lobby. Peter paid no attention to Brock and went towards Betty's desk.

"Hey Betty….I got another check"

"Wow Peter…the heck happened to you" she asked while taking the check and stamping it.

"Injured on the job"

"Peter there's dedication and then there's crazy"

"And then there's just plain unlucky…thanks Betty" Peter replied taking the check and heading for the elevator.

"No problem Pete" she said.

* * *

Walking/limping to the elevator Peter pressed the button and waited. The doors opened and he stepped in and right before the doors closed Ben Urich slipped in. Adjusting his coat Ben gave Peter another once over with his investigative eye.

"Rough day huh" said Ben pulling out a cigarette.

"It's not as bad as it looks" replied Peter '_Okay this is weird'_

"Exactly how did you get injured Peter and how were you able to get that photo of the Goblin before anyone"

"I got injured because I wasn't watching were I was going…and I got the photo because I was in the right place at the right time"

"You're always in the right place at the right time…..wish I was that lucky"

"….are you okay Ben"

"Me, I'm just fine….so you fell and got injured huh"

"Yeah, I guess you can say that"

"That's funny"

"How's that funny"

"Because judging from your limp, and bruising it looks like you've been fighting someone"

**DING!** Went the elevator as it arrived on the ground floor and opened.

"Well I'd love to continue but I've got places to be and pictures to take….see you Ben" he said going around Ben and exiting the elevator and then the Bugle.

'_Peter Parker…..you're a mystery'_ thought Ben blowing out a puff of smoke, '_And I like solving mysteries'_ he continued as the doors to the elevator closed.

* * *

**Hospital**

Mary Jane let out a long yawn as she exited the hospital room that Gwen and her Father were currently in, after Gwen had called her yesterday she ended up staying the rest of the night at the hospital with her making sure that she was alright. Twisting and stretching he tired muscles she turned to her left and saw Peter walking down the hall, but it was more like limping.

"Whoa Tiger what happened to you" she asked while give him a once over.

"Hey MJ…..I was trying to take a picture for the Bugle and got careless"

"Peter there's dedication and then there's crazy"

"So I've been told….how pissed is she at me"

"Really pissed…..you kind of left her hanging"

"It wasn't intentional MJ….I just…"

"Don't tell me….tell her….she's in there"

"I'm going to talk to her…..so you hear about Harry's Dad"

"Yeah….do you know what you're gonna say to him"

"No….what can I say…."

"I don't know and I don't know what I'm going to say either…..but what I do know is that right now he needs his best friend"

"Yeah he's next on the list right after I straighten things out with Gwen"

"Well…I'll see you later tiger…..and good luck" said Mary Jane as she passed Peter and walked down the hall.

'_This should be fun'_ he thought as he knocked on the door and then opened it.

* * *

Opening the door Peter saw that Captain Stacy and Gwen were watching the news:

**T.V.**

"_Hello New York this Michelle Burns Bringing you up to date news we are now entering the 18hour since Industrialist tycoon Norman Osborn has been exposed as the masked killer The Green Goblin. He was apprehended yesterday afternoon after what witnesses say a Battle of Epic Proportions against the masked enigma Spider-man. Directly after the battle the FBI detained Osborn and according to the FBI Liaison Angela Del Toro, they have Osborn in custody and are conducting a full investigation into his company. Osborn's publicist had no comment available. But now that Osborn has been exposed many are wondering what will happen to his company many are looking to his son Harold Osborn to run the company, but can a 16 year old boy really run a multi million dollar company with over 500 hundred employees and dozens of other shell companies, only time will tell. We tried to get a statement from the young Osborn but so far he has yet to make one…_

"Oh man Harry" said Gwen and Peter at the same time. Turning around Gwen saw Peter standing in the doorway, and he looked beat up.

"GOOD GOD…..Peter what happened to you" she asked going over towards him.

"Nothing" he lied

"Doesn't look like nothing kid" said Captain Stacy "So you're Peter…..nice to finally meet you"

"Likewise sir" replied Peter.

"Okay you guys have met…Can I talk to you out here please, thanks, be right back Dad" said Gwen grabbing Peter's arm and taking him back outside and closing the door.

"There's something familiar about that boy" said Captain Stacy to himself

* * *

**Outside the Room**

"First things first….are you alright"

"Yeah I'll be fine"

"Good, now…..WHAT THE HELL!"

"Gwen….."

"I needed you yesterday…..I was freaking out my Dad almost died….and I needed my boyfriend and you just blow me off"

"Gwen It wasn't intentional alright….I'm Sorry"

"SORRY! SORRY! SORRY! That's all I've been hearing from you for the past like 6 or 7 months"

"Well Gwen what do you want me to say"

"I want you to tell me what it is that has you so wrapped up that you couldn't come when I needed you the most"

"…..I-I was taking photos of Spider-Man" peter said lamely.

"Wow…..it's nice to know where I fall on your priority list…but no that not true because when I called you Spider-man was here talking to my Father…..so try again"

"Alright….I-I…"

* * *

**Flashback**

"_IT's only a matter of time before I find out who you are….and when I do EVERYONE YOU LOVE IS DEAD…"_

_

* * *

_

**Present**

"I-I…..can't tell you"

"Why am I not surprised"

"Gwen…."

"You know I try to be understanding and I try to be there for you and I had hoped that you would try to be there for me"

"Gwen…."

"Peter…..just…just go….I want to be alone…..so just go….please" she said turning away from him and going back into the room and slamming the door.

'_Well that went as expected…every time Spidey is needed the further I push Gwen away…..I know this isn't the first time I've disappeared on her or left her…..but I had to stop The Green Goblin,he was a threat…..I wish I could tell her that, make her understand, but…I cant' risk her life…Spider-man is my burden to bear'_ thought Peter as he let out a sigh and headed for the elevator.

Stepping onto the elevator he pressed the button but before the doors closed a woman in a hospital gown and trench coat came running up and slipped in. She had short silver hair and was very attractive despite her bruises and burns.

"What are you looking at kid" she said while pressing the ground floor button.

"Should you be leaving" asked Peter glancing at her

"Mind your own dame business brat…if anyone should be in here it's you" she retorted. The elevator opened and she quickly made her way out, a nearby doctor saw her try to leave and he tried to stop her but she punched him in the face. She rushed out of the hospital and got into the waiting limo and it sped off down the street.

'_Well damn'_ thought Peter

* * *

**Osborn Mansion**

In front of the mansion were dozens of news reporters and tabloid reporters and they all were waiting for Harry Osborn to make a statement about his father.

Peter shook his head at all the people gathered in front of his best friend's house.

'_Not even a full day and these Vultures are ready to pick Harry apart'_ thought Peter looking around for a way into the mansion. Going around to the back Peter saw there was a window open on the second floor open. Looking around he didn't see anyone, so he quickly scaled the wall and entered through the window, which put him in the bathroom. Exiting the bathroom he started walking around the mansion trying to find his best friend. Walking around the giant Mansion Peter found himself in the west wing. Up ahead there where a set of double doors and on the side of the door it said, main study. Opening the door Peter saw Harry standing in front of a large portrait of his father and in his hands he had a big bottle of liquor. Peter slowly and carefully approached him.

"Harry" he softly

"AHHHHHH!" Harry shouted turning around clumsily and cocking back his fist.

"Whoa, Whoa, easy Harry it's just me Peter…calm down"

"Peter…..oh thank God…I thought you were on of those damn reporters…..how did you get in here" asked Harry slurring his words and while swaying back and forth slightly.

"It doesn't matter…I came to see how you were holding up"

"HOW DO YOU THINK!" replied Harry forcefully, and taking another gulp from the liquor bottle in his hand.

"Whoa….maybe you should take it easy….here give me the bottle" said Peter trying to take the bottle away, but Harry twisted away and took another gulp.

"Take it easy…..how the hell am I supposed to take it easy Peter…my mother's dead…and my Father's a murdering Psychopath" he replied, "and now everyone is expecting me to run a company that I don't know anything about…taking it easy is not the words I would use right now"

"Harry" said Peter softly, watching as his best friend tilted the bottle in his hands back finishing it all. Harry took the bottle from his lips and saw that it was empty, he looked at the bottle and in a sudden burst of anger he threw the glass bottle at the portrait of his father, the glass shattering on impact. Harry wiped his lips and made his way over to a cabinet that was by his Father's desk, he opened it and grabbed another bottle of liquor and opened it and took a swig.

"Harry" said Peter again going towards his friend.

"Drink with me Peter"

"Harry….I-I can't"

"DRINK!" he shouted thrusting the bottle into Peter's hands. Letting out a sigh Peter took the bottle and took a quick and small swig gagging as the liquid hit his throat.

"Ack!...cough….s-smo-oth" he struggled to say while passing the bottle back to Harry.

"My world is crashing Peter…I thought things were getting better…but…Pete, what the hell am I supposed to do now" said Harry, sitting down on the floor. Peter walked over and sat down next to him.

"Harry…..I'm gonna be honest I have no idea what I'm supposed to say to you right now….my mind is drawing a complete blank, there is absolutely nothing I can say to you other than…I'll be here for you if you need me"

Harry took another swig.

"But I do know you can't do this"

"What"

"You can't sit here drinking yourself into oblivion"

"What else is there to do at this point"

"I don't know buddy that's something you're gonna have to figure out yourself, but drinking is not the answer"

Harry took a second to look at his best friend and then he looked at the bottle in his hands. Tossing the bottle ground Harry wiped his mouth again and then suddenly stood up, still swaying slightly.

"You're right Pete, drinking isn't the answer, but I know what it is…come on…..let's get out of here" he said as he started for the door to the main study.

"Wait…..where are we going" asked Peter standing up and following behind him, _'This is not gonna end well' _

_

* * *

_

**Oscorp: Underground Lab**

"We are so screwed" said Dr. Stevens with her face in her hands.

"For once you're not over exaggerating" replied Dr. Warren who was pacing back and forth, '_This is a disaster….and it had to happen just when I've gotten the final piece to the puzzle_' he thought to himself, as he stopped his pacing and reached into his white lab coat pocket and pulled out a handkerchief. Opening the handkerchief it revealed the razor bat with some of Spider-man's blood on it.

'_The final piece'_ thought Dr. Warren staring at the blood with a creepy grin on his face.

* * *

**Later**

Walking down an unsavory part of town Harry Osborn only had one thought on his mind; he had to find someway to release all of the pent up rage that he was feeling. Looking up ahead he spotted 4 guys covered in tattoos and had Mohawks on their heads.

'_Oh no'_ thought Peter following Harry's line of vision, '_the hawks…not a very nice bunch of low life's'_ he continued. The Hawks were a local gang that specialized in random beating, they would simply pick people at random and they would swarm that person usually beating them unconscious, and they wouldn't even take any money, they didn't it for fun. The Hawks ranking system was based on the color of their Mohawk. So far according to Peter's run in's with them the high ranking Hawks, the one that gives orders and leads their own separate branch had red Mohawks, and up ahead there was a guy who had a red Mohawk smoking a cigarette.

"Harry this is a dangerous part of town let's go"

"Peter you got my back right"

"Always, but if you're about to do what I think you are, I just want to go on record and say it's a bad idea"

"Pete….I hear you but I need to hit someone…..so it's either hit them or you and I don't want to hit you, so shut up and get my back" said Harry brushing past Peter.

'_Looks like I was right_, t_his won't end well'_ thought Peter

"HEY!...HEY YOU IDIOTS!" yelled Harry. The four guys turned to look at Harry, "YEAH I'M TALKING TO THE FOUR OF YOU, GOTTA PROBLEM WITH BEING CALLED AN IDIOT COME DO SOMETHING ABOUT IT!" he continued. The guy with the red Mohawk flicked his cigarette away and motioned with his head to the other guys. The four guys started towards Harry, but then two more guys made themselves visible, making six hawks in all. Peter seeing the six members making their way towards them, grabbed Harry's arm and pulled him along ran away from the hawks, The six guys seeing them run started to chase after them.

"LET ME GO!" yelled Harry "I can take 'em"

"No you can't Harry, you're drunk and not thinking clearly" Peter replied dragging Harry along, by the arm. Turning a corner Peter went into an alley.

'_Damn it'_ he thought. He looked around and saw a dumpster.

"We can hide in the dumpster until they pass us Harry"

"I'm not hiding in a dumpster Peter, I'm not afraid of them"

"It has nothing to do with being afraid but everything to do with you not being able to fight six guys" he replied sternly. The six guys turned the corner and entered the alley.

"Which one of ya is tha one with the big mouth" growled out the guys with the red Mohawk. Harry yanked his arm out of Peter's hand, "That would be me" he said bravely stepping forward, but as he stepped forward the guy punched him square in the face knocking him down and out cold. The guy was about to kick Harry when he received a flying kick to the stomach by Peter. The force of the kicked propelled the guy back into two of his gang members knocking them down. Peter landed in front of Harry and got into a ready stance.

"Okay he learned his lesson, now leave him alone" said Peter, who had immediately switched into Spider-man mode, despite not being in costume. The guy with the red Mohawk stood up and looked at Peter intently.

"No he hasn't learned his lesson, and apparently you need one as well…..boys…..time to have some fun….GO!" he shouted pointing at Peter. Two guys rushed towards Peter and Peter stood his ground. The first guy charged with a punch, Peter grabbed his arm and kicked him in the knee joint and then flipped him over. The second guy came in with a punch as well, but Peter stepped to the side and hit him in the neck with a chop, striking a pressure point. The guy fell like a ton of bricks on top of the first guy, who was yelling in pain because of his dislocated knee cap. The Four left standing looked at each other and they each pulled out a weapon, and they charged. The first to reach Peter was a guy wearing a pair of brass knuckles; he came in with a high punch. Peter leaned his head back and then kicked him in the stomach knocking the wind out of him and sending him flying back. The next guy had a chain, he swung the chain at Peter, who grabbed it and pulled him into a punch, that broke his nose. The next guy came in with a knife and aimed his swipe at Peter's neck, but Peter sensing the attack duck and responded with an uppercut that lifted the thug off his feet and sent him crashing to the ground in pain. The last standing was the leader with red Mohawk, and he was holding a knife. Seeing his crew go down so easily he dropped the knife and reached behind his back and pulled out a revolver. He aimed his revolver at Peter who stood still in his spot. The leader fired his gun. Peter sensing the bullets dodge them as they came all the while dashing towards the leader. The guys gun's went empty just as Peter reached him and delivered a knee to the face, knocking out several of the guys teeth and sending him flying back to the ground unconscious.

Peter looked around and saw that the threat was over. He quickly rushed towards his unconscious friend and picked him up. Peter with Harry over his shoulder quickly left the alley and headed back towards the mansion.

* * *

**The Cube: Location Classified**

Groggily and painfully Norman Osborn opened his eyes and the first thing he saw was Nick Fury staring back at him. Flexing his muscles Norman started to struggle to break fee of the metal restraints that had him shackled to the wall, but they held strong.

"Don't bother those restraints were designed to hold someone much stronger and greener than yourself" said Fury.

"Where am I" snapped Norman

"You're in the Cube, a place where we keep unstable individuals such as yourself….it seems you've bee a busy bee Osborn"

"…." Norman didn't reply he simply glared at Fury.

"I had my scientist draw about a pint of blood from you…..It looks like you cracked the Super Soldier formula…..but from what we can tell it's not an exact replica but it's a different variation of it…..how you did that…." Started Fury before being interrupted

"You need me your scientist will never be able to recreate what I have done; I and I alone know the secret"

"If you would've let me finish I was going to say….how you created your version doesn't really matter, because I don't need you anymore…..ask me why" said Fury smirking a Norman's discomfort.

"….why" Norman growled out

"Because a few weeks ago we recovered Steve Rogers the original Captain America. It seems that he was frozen in a block of ice".

"IMPOSSIBLE!"

"Oh no it's quite possible…..you see he didn't die, he was cryogenically frozen in the block of ice and we dug him out. In about another two weeks he should be thawed out and good as new, and SHIELD will have access to the true Super Soldier formula….and guess what, you can thank Spider-man he was a big help…Damn, I'm beginning to like that kid more and more…..it might be fun to work with him once he joins SHIELD"

"How long do you think this cell is going to hold me Fury" growled Norman. Fury turned around and took a few steps forward and a blue electrical shield formed in front of Norman's cell.

"Get comfortable Osborn…..because you're gonna be here for a long, long, long time" replied Fury as he walked away leaving Norman alone in his cell, but little did Fury know that Norman could never be alone again.

'_**I think he like you Osborn'**_

"_SHUT UP! IT's YOUR FAULT I'M IN HERE YOU GREEN BASTARD!" _

"_**Calm down Osborn this is a minor setback' **_

"_MINOR SET BACK!" _

"_**Yes a minor set back….we underestimated Spider-man…..I should have killed him when I had the chance, but I thought he could be of some use to us…..Also I was wrong in thinking he could be scared off…..but fear not Osborn….once again I shall take control of the situation and make everything better, you just need to learn, Patience'**_

'_Patience' _

'_**Patience'**_

As he was shackled to the wall Norman began to shake for a second until he suddenly stopped. His eyes snapped open and a sick grin came across his face.

"Patience…**Ha….HaHa…HAHAHAHAHAHAHAHAHAHAHAHAHAHA**" cackled the Goblin loudly

* * *

**Happy Apartment Inn**

Rebecca 'Cherry' Waters made her way up the steps and towards her crappy apartment. She had just finished an extra shift at Sal's because one of his dancers got sick. As she took out her keys from her purse she dropped her phone on the ground. Bending down to pick it up she noticed that there was a small pile of sand at the bottom of her door. Not paying the sand any mind she put her keys in the lock and opened the door.

"OH MY GOD!" she yelled in shock recoiling slightly. Standing in her living room was Flint Marko but half his body was sand and it was falling apart.

"**CHERRY**!" he growled out. Lifting his arm it turned into sand and quickly extended.

"AHH….mHP!" she started to scream but the sand grabbed her and covered her mouth, and yanked her inside the apartment and slammed the door behind her.

* * *

**End Chapter: Read and Review. Hey readers it's me once again with the closing comments I hope everyone enjoyed the chapter, I know it's a bit slow and kinda short after the last chapter, but I felt that this chapter was needed, but fear not because the next chapter heats up again, with more actionas I introduce a new spidey villain and a new plot development, so until next time…..**

**Next Up: New Year, New Problems**


	25. New Year, New Problems

**Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS; in fact ALL CREDIT GOES TO MARVEL, STAN LEE, and DISNEY. I am NOT making any money off of this story. I REPEAT NO MONEY is being EXCHANGED in any way, so please find it in you hearts not to sue…..Please DO NOT SUE ME…..I HAVE NO MONEY, I AM COMPLETELY BROKE…..I promise you I am….now onto the story.**

**Hello people New Chapter up, and guess what you're gonna be introduced to some new villains and some new developments. SO READ, REVIEW (I want to know what you readers are thinking), but also remember to enjoy. **

**

* * *

**

** Chapter 20: New Year, New Problems**

**Three Weeks Later: Midtown High**

Swinging over head Spider-man landed in the shadowed area on the roof of Midtown High School. Taking off the backpack on his back, he opened it and pulled out his street clothes. Pulling off the mask Peter began to get dress. After dressing Peter hopped off the edge of the roof and walked around the school and towards the front entrance, which was packed with teens all trying to get into the school. It was the start of a new semester at Midtown High. This year Peter was a junior and he was hoping things would go much slower and less eventful than they did last year, but knowing his luck just the opposite was poised to happen.

"It's a New School year…..which problems means there's gonna be new problems…..yay" Peter said to himself sarcastically while moving the thick crowd of teens.

"HEY PETE!" said a voice. Turning around to the sound Peter saw Mary Jane making her way towards him.

"Hey MJ"

"Peter you're here on time for once" she joked while softly elbowing him in the side.

"Well it's the start of a new semester I figured I might try something new" he replied

"So how goes it Tiger"

"I've been better MJ, Gwen's still pissed, I tried calling her a few times but she hasn't answered and Harry's been M.I.A since our talk" said Peter heaving a big sigh.

"Well you still have me Tiger" replied Mary Jane putting a hand on his shoulder and giving him a smile.

"Yeah…..I do" said Peter looking at Mary Jane and returning her smile. They two stood there smiling at each other for moment.

"Uh…So…." Went Peter breaking the small moment "How goes the life of Mary Jane…I know we haven't had a chance to hang out you know with your acting and me taking photos for the Bugle"

"You know the acting thing its….its going great Peter I mean I absolutely love it, it's like a new word has opened up to me and I can't really explain it in words"

"I understand completely what you're saying MJ" replied Peter as they made their way inside and to his locker.

"I gotta say Gwen was right"

"I was right about what" came Gwen's voice as she came towards Mary Jane and Peter.

"Oh..um….hey Gwen I was just telling Peter how you were right about doing things that I like, instead of doing worrying about other people"

"Glad I could help"

"So….uh….I guess I'll give you guys a minute alone, see you later" said Mary Jane as she walked away and down the hall to her first class, leaving Peter and Gwen standing at the locker looking at each other.

"Hey"

"Hey"

"Look…..Gwen….I-I'm sorry I wasn't there when you needed me, and I-I want to tell you why….."

"But you can't tell me….why" she asked folding her arms.

"….."

"Why Peter"

"Because I can't alright"

"That's not an answer"

"It's the only I got Gwen…when the time is right I promise"

Gwen looked at Peter and could see the remorse in his eyes, but she still pissed that he didn't want to tell her what going on with him, but she knew that when the time was right Peter would tell her everything. She let out a sigh before hanging her head in defeat.

"….Fine…Look just promise me you'll never just abandon me like that again, you're my boyfriend I'm supposed to be able to rely on you, just like you're supposed to rely on me….so just promise you'll never do it again"

"I…..I promise" said Peter '_God if you're listening please let me keep this promise'_ he thought to himself.

"Thank you"

"So are we good"

"I guess"

"So…..is it too early to ask for a kiss"

"…fine" said Gwen as she gave him a kiss on the cheek"

"Wait….that's it"

"Yep" she replied walking away, but secretly smiling enjoying the look on Peter's face.

* * *

**Across Town: Sable's Training room**

"Set up another target"

"Ms. Sable you've already destroyed every…..ACK!" went the man as he felt a sword being thrusted through his chest.

"Well then you're the target" she growled yanking her sword out of his chest. The man fell down to the ground grabbing the wound and groaning in pain.

"FIND ME MORE TARGETS!" shouted Sable angrily. Ever since she had gotten home from the hospital she had locked herself in her training room. The doors to her training room opened and in walked her father. Turning around she face her father but her face had a deep scowl plastered on it.

"What do you want Dad" she snarled

"What I want is for you to calm down and stop killing my men…that's the fourth guy you've killed in the last six hours"

"CALM DOWN!...YOU WANT ME TO CALM DOWN, IN CASE YOU HADN"T NOTICE DAD I ALMOST DIED!"

"I haven't forgotten Sable I was there, but it's in the past she tried to kill you she tried to kill us but she failed GET OVER IT!, Now is our time to strike back and when we strike we strike with great fury" replied Silvermane.

"What's the plan then" Sable asked in a low angry voice

"Tonight…..Don Maggia is calling a meeting with her to discuss the possibility of getting back on her side, but we will be waiting for her"

"Good" she stated, "Are you going to kill her this time"

"Yes Sable I will kill her….but I want you to take care of Bullseye, that son of a bitch was never too far away from Wilson and I have no doubt Vanessa has persuaded him to never leave her side"

"NO Problem…I can handle Bullseye he's overrated anyway" replied Sable.

"Regardless of your skills Sable, Bullseye's too dangerous for you to handle alone which is why I'm making Schultz go along with you"

"Oh No Daddy not him, it's his fault we're in this situation"

"I know which is why after he helps you dispose of Bullseye I want you to kill him"

"With Pleasure" said Sable with a smile, "I've been meaning to ask you something Daddy, why did you spring him out of jail"

"I wanted him to make some improvements to my exoskeleton "

"Improvements"

"You'll see them tonight" replied Silvermane as he turned and left the training room. Sable watched as her father left and after he left she took her sword and stabbed it into the ground. Taking a deep breath she sat down on the ground, crossed her legs and closed her eyes. Her Father was right she needed to calm down and concentrate for the battle that was going to happen later on that night. So she did a technique that her sensei taught her, she found her center of peace and she meditated.

* * *

**Fisk Tower**

Vanessa Fisk was sitting in her office when the intercom on her desk beeped.

"Yes, what is it" she asked clicking the button

"Uh….T-There's a rather large gentlemen here to see you"

"He's expected send him in" replied Vanessa leaning back in her seat smiling.

The door to her office opened and Alex O'Hirn strode up to her desk and gave her a hard intimidating stare, but Vanessa continued to smile.

"You are looking me in the eyes….most people don't do that they are too afraid, so by you staring me in the eyes…..it tells me a few things, but the only…."

"Is there a reason you called me here woman" O'Hirn interrupted in his thick Russian accent.

"…yes there is a reason….why weren't you at my little gathering a few weeks ago"

"Because there was no money involved so I saw no point to be there"

"I should have you killed"

"You don't have anyone capable of such a task" replied O'Hirn. Vanessa and O'Hirn stared at each other for a tense second before she startled to chuckle to herself.

"Something Funny"

"You Pass"

"Pass What"

"My little test, to see what type of man you are and you Mr. O'Hirn are a man who isn't afraid of anything…..good"

"….." he didn't reply

"I want to buy your loyalty"

"For what"

"I need a powerhouse…a right hand man"

"Don't you have Bullseye"

"Bullseye is an assassin, he is needed for sensitive type of missions…..I need someone with power, who's strength makes even the most harden of men piss their pants….and I choose you to be that man, but I also need loyalty to me and only me and from what I'm told money is the only thing you respond too"

"You are correct for the right price you have my loyalty"

"How does 200,00 sound"

"350,000" he replied

"….Done" she said. Getting up for her seat and walking around the desk, she went towards the door, "Follow me"

"Where"

"Well if you're going to be my right hand, you need to look the part" she said over her shoulder as she walked out of the door. O'Hirn having no other choice followed her out of the office.

* * *

**Fisk Research and Development: 45 minutes later**

"ABSOLUTELY NOT! THIS IS COMPLETELY OUT OF THE QUESTION!" yelled Dr. Ohnn.

"I don't know, I think this is the perfect time to test out the polymer suit" said Alystair Smythe.

"It's not ready for human testing…we…" he started

"Dr. Ohnn I appreciate your concern it let's me know that you are a caring and decent person, but if you don't shut up and do as I say then this friendly manner in which I deal with you will turn into an unfriendly one"

"D-Did you just threaten me"

"I believe she did" said Alystair

"…..Fine" replied Dr. Ohnn

"Thank you, Alright Smythe I have your human test subject, relay the details to him"

"Fine, Mr…."

"O'Hirn"

"Okay Mr. O'Hirn I am Alystair Smythe and this is my associate Dr. Johnothan Ohnn and we will be transforming you into an unstoppable Force. A few years ago the government wanted to us to develop a special type of suit for their infantry soldiers and we created a unique polymer that augments strength ten fold, increases stamina, and durability, but in the end the government decided it was cheaper to replace soldiers instead of making them indestructible"

"Well then Alystair what are we waiting for make me indestructible" replied O'Hirn

"Before we begin there is a slight drawback that I feel I must discuss with you"

"What"

"The process takes 10 minutes….but in those 10 minutes you will experience pure uncontrollable pain that no one should ever have to endure….the reason is because the suit is being grafted into your skin, nervous system, and muscle system, and that is to ensure that while you are wearing the suit it's an extension of your body and it doesn't feel like you are wearing anything"

"That's why I said it wasn't ready, this is unlike any pain you've ever felt before"

"Suit me up" replied O'Hirn looking both of them in the eyes unafraid.

"As you wish" said Alystair. They led O'Hirn to a metal platform.

"Okay Mr. O'Hirn take off your clothes and step onto the platform" said Dr. Ohnn. O'Hirn did as he was told and took off his clothes and then stepped onto the platform. Vanessa, Alystair and Dr. Ohnn went to the control desk that was a few feet away from the metal platform. Alystair typed in a few keystrokes on the control desk computer and a human shaped metal box lowered from the ceiling. The human shaped metal box split open down the middle and then encased O' Hirn inside. Once the box enclosed on him, there was a small open for the eyes, so O'Hirn could look out and at the control desk. Alystair typed in a few more commands into the computer and O'Hirn felt something enclose on his skin and he felt the metal box compress so that whatever was on his skin was fitting quite snuggly.

* * *

"I couldn't help but notice that you failed to mention that he would never be able to take this suit off once it's bonded to him" whispered Dr. Ohnn.

"I didn't forget" replied Smythe as he typed a few more keystrokes into the computer.

"I told him not to say anything"

"Why"

"Because if this suit does what it's supposed to then I don't want him to take it off" She said as they all looked at O'Hirn in the box.

"Alystair"

"What"

"Did you add the Horns like I asked"

"Yes I added your damn horns and they were a pain in the ass to insert into that box….not that you care"

"You're right I don't Begin the procedure"

"Beginning Procedure" replied Alystair, pushing a green button, and the bonding process began. A loud hissing sound could be heard and once that started the lab was instantly filled with a horrible scream.

"AHHHHHHHHHHHHHHHHH!" Shouted O'Hirn from inside the box, he started shouting and screaming in Russian as well as English. Super hot steam started seeping out of the eye sockets of the box and O'Hirn's shouts of Pain doubled.

"Jesus I can't watch this" said Dr. Ohnn looking away and covering his ears.

"The door is over there" responded Vanessa as she continued to watch, "How long does he have left Smythe" she asked

"9 minutes and 57 seconds" he replied glancing at his watch and then turning his gaze back to the metal box.

* * *

**Midtown High**

Peter walked out his classroom and he went to his locker. As he opened his locker a note fell out.

'_Okay_' thought Peter bending down to pick up the note. He opened it and read the message.

_Peter meet me outside by the gym_

_Gwen. _

Peter balled up the letter and closed his locker and he went to meet Gwen by the gym.

* * *

**Outside**

Walking around the corner Peter saw Gwen and Mary Jane waiting for him.

"Hey…what's this about" asked Peter

"We're ditching to go see Harry" said Mary Jane

"What"

"Come on Pete none of us has seen him in like three weeks" she continued

"I don't know MJ…..I think what Harry needs right now is some space, he'll come to us when he's ready….right Gwen"

"…"

"Right Gwen"

"I don't know Peter three weeks is a long time" she replied

"I'm not going to win this debate am I"

"Nope" replied Mary Jane as she passed him and headed for the fence and hopped over it, and ran down the street. Gwen gave Peter a small pat on the back

"Come on we need a break anyway" she said before she too headed for the fence and hopped over it, following Mary Jane.

"Break…..school just started back today" he said but it went unheard. Letting out a sigh and shaking his head, Peter reluctantly headed for the fence and effortlessly jumped over it and ran after Gwen and Mary Jane.

* * *

**Osborn Manor**

Harry sat in his Father's study staring at the portrait of his father that hung on the wall.

KNOCK! KNOCK! Went the door to the study

"Enter" he said not taking his eyes away from the portrait. The doors opened and in walked Dr. Stevens.

"Mr. Osborn"

"Call me Harry"

"Okay….Harry, I was just checking up on you…to see how you….."

"Why did he do it" Harry interjected, interrupting her "Why did he go insane and kill all those people"

"Your Father Harry, was…is a bold man. The boldest man I've ever known, he believed in taking 10 steps forward before even taking one…..and I was right there with him, your Father is very convincing when he wants to be, but this is one time I wish I didn't follow him…..I know I shouldn't be telling you this but you have a right to know…..your father and I created a special formula called OZ that increases a person's strength, intelligence, stamina, speed, and durability…..but it wasn't ready for human testing, but Norman didn't care he tested it on himself and….."

"It drove him insane"

"Yes…but it worked, it did everything we had hoped, he was remarkably strong, his speed, stamina, regeneration…."

"I get it"

"He wanted to be the first man to achieve human perfection after Captain America…..your Father was obsessed with perfection"

"Yeah…..I know…wasn't Captain America a myth"

"No he wasn't, he was real"

"Oh….how bad of shape is Oscorp in" asked Harry

"I wanted to talk to you about that as well…..our stocks have dipped considerably…..and there is talk of pushing you out and selling the company while it's still worth something"

"THEY CAN"T DO THAT….my father still owns this place"

"Not anymore he forfeited his right to the company the moment he put on that green mask and started killing people; you are now the sole owner of Oscorp Harry, but….."

"But what"

"You're a kid…..a 16 year old kid"

"So what is there anything in the rules or contracts that say I can't run this company?"

"Um….not that I'm aware of"

"Well then it's settle I'm going to do it then…I'm going to run Oscorp, I've done enough sulking, it's time for me to be proactive, but I still don't everything about this company….I need a partner…..so how about Dr. Stevens will you help me run Oscorp"

"W-W-What" she stammered after hearing Harry's question

"You heard me will you help me run Oscorp"

"Harry I'm a scientist"

"So what….I've seen you in here working and talking with my Father about this company so you must know a few things, plus you owe me"

"I owe you"

"Yeah, you helped my Dad turn himself into a psychotic killer, so this is your chance to redeem yourself, the company is tanking and I have no idea what I'm doing, I need some help"

"…Alright…..I'll help you"

"Thank you…you're now Co-CEO of Oscorp"

BZZZZZZZZZZZZZ went the intercom

"Uhhh….yes" said Harry pressing the intercom button on his desk.

"Mr. Osborn there's a Peter Parker, Mary Jane Watson, and a Gwen Stacy here to see you shall I let them in"

"No, I'm coming out there to meet them" he replied. Getting up from his seat Harry started for the door, but before he left he stopped and turned to Dr. Stevens

"I need to get out of her for a few so Co-CEO you're in charger" said Harry leaving the study.

"Wow….it's true what they saw….you never know what the day will bring…..Co-CEO…..Co-CEO Dr. Sarah Stevens of Oscorp…I like the sound of that" she said to herself. Looking at the Portrait of Norman on the wall Stevens furrowed her brows.

"You could've had everyone eating out the palm of your hands Norman, but you got greedy…..hopefully Harry will succeed where you failed" she said as she too made her way out of the study.

* * *

**That Night 8:30 pm**

Four teens were walking and talking as they made their way down the busy Manhattan street, on a crisp windy night.

"You're serious"

"Dead serious MJ…..I can do this I know I can"

"I'm not saying you can't Harry, but…Gwen, Peter help me out" said Mary Jane

"I think what she means Harry is that being a CEO of a multi million dollar company and a 16 yr old high school student is….." started Gwen

"Gonna be tough" finished Peter _'Double lives are never easy…I'm finding that out the hard way''_

"I can do this guys….I need to do this"

"Are you trying to prove something to your Father Harry" asked Gwen folding her arms and giving him a look.

"No, I'm not trying to prove anything to him, I'm trying to prove something to myself…I'm trying to prove that I'm not a failure" said Harry as he stopped walking, "Oscorp is falling apart, stocks are dropping, people are suing, and the media is ripping Oscorp a new one, by the end of the year…..no by the end of the month Oscorp will be a thing of the past….but if I could turn this disaster that my Father caused around then Gwen I'll never have to prove anything to anyone ever again" said Harry with determination.

"Well Harry, it seems you have your mind made up about this"

"I do Peter…..I do, I've wallowed in misery for three weeks that's long enough, time for me to be a man"

"The only thing I can say Harry is and I think I speak for everyone when I say this…If you ever need any help, then the three of us will be here"

"Totally" Mary Jane chimed in

"Don't even hesitate to ask" said Gwen.

"Thanks guys that's good to know, because I'm gonna need a miracle if I'm going to pull this off"

"You're goanna need something other than a miracle" said Mary Jane as they started walking again. The four friends continued on their way and when they were about to cross the street when Peter's spider sense started buzzing. From down the street an 18-wheeler truck came speeding from around the corner and it showed no signs of slowing down despite the red light. Peter thinking quickly grabbed and yanked him back just as the 18-wheeler truck zoomed past.

"ASSHOLE!" shouted Mary Jane

"Thanks Peter" said Harry

"Yeah no problem" replied Peter still looking down the street at the 18-wheeler, '_My spider sense is still buzzing…..and it's centered around that truck…..something isn't right'_ he thought. Still looking at the truck his eyes widen as he noticed something, _'that truck doesn't have a license plate…..meaning that someone took it off not wanting it to be identified…meaning that there's trouble coming and where there's trouble Spider-man needs to be there' _

"Peter are you okay" asked Gwen waving her hand across his face.

"Huh….oh yeah I'm fine….but we're gonna have to cut this little outing short"

"What"

"Come on Peter after that epiphany I just had and the near death experience I'm too wired to call it a night, plus it's just 8: 40 the night is still young" said Harry.

"I gotta agree Pete" said MJ

"Sorry guys I promised Aunt May I'd help her with some stuff….so you know what you guys go out have fun…..I'll take a rain check"

"Fine"

"Alright buddy"

"You're bailing on us again Peter" said Gwen with a slight edge and narrowing her eyes.

"I'm not bailing Gwen I just have to help Aunt May with something alright….I promise I'll make it up to you guys, but later okay" said Peter as he quickly kissed her on the lips and then took off down the street in a hurry.

'_Yeah…you'll make it up….right'_ thought Gwen as she watched him rush down the street.

* * *

**Inside the 18-wheeler**

"Watch it you idiot, you ran that red light and almost hit that kid" said the guys in the passengers seat.

"Shut up, don't tell me how to drive, and Nobody's gonna stop us the cops have been taken care of and we're late as it is….plus the guy in the back weighs a ton he's slowing the damn truck down" said the Driver.

"I dare you to go and tell him that"

"Are you insane did you see the size of that guy….not to mention what the guy had on" As the two criminals were talking they didn't notice that they were being followed. After doing a quick change Spider-man was in the air and following behind the truck.

'_I swear if this turns out to be nothing I'm going to be pissed'_ he thought swinging after the truck

* * *

**Construction Site**

In an open clearing at the construction site of a new building the city was trying put together, there were three black cars parked with their lights on. A man in his mid 50s stepped out one of the cars. This man was the leader of the Maggia Crime Family, his name was Don Maggia. As he stepped out of his car the rest of his gang stepped out of their cars.

"Remember boys play it cool until the time comes" said Don Maggia.

A few seconds later a black limo pulled up into the clearing and came to a stop, with it's light's on. The doors opened and out stepped Vanessa Fisk and Bullseye. They made their way to the front of the limo, standing in front of the high beam lights.

"Don Maggia, thank you for the invite to this construction site"

"The pleasure is all mine Mrs. Fisk" replied Don Maggia

"I swear it's almost if you're trying to set a trap for me"

"Mrs. Fisk you wound me"

"Drop the act where's Silvio"

The door to Don Maggia's limo opened again and this time Silvermane in his mechanical exoskeleton suit stepped out along with Sable who was dressed in a skin tight white combat outfit with two swords strapped to her back and the last person to step out of the limo was Herman Schultz aka The Shocker who was dressed in his red and yellow insulated costume.

"Vanessa…I see there's no fooling you…..how did you find out" asked Silvermane as he made his way to the front of Don Maggia's car.

"Silvio….what the hell are you wearing" she asked with wide eyes

"Does it really matter"

"I suppose not….and don't worry about how I found out about your little coup…Don Maggia quite the crowd you brought to this supposed private meeting"

"Sorry Mrs. Fisk but I hated the way your husband did business and now that he's out of the picture there's no way in hell that I'm going to align myself with anyone that's remotely related to him in anyway"

"Pity…I see you've made your choice, Oh well, looks like you'll die tonight as well"

"The only person that's dying tonight is you" said Sable venomously as she produced a throwing knife and threw it at her, but before the knife could hit Vanessa between the eyes Bullseye caught it.

"Nice throw toots….but your aim needs work" he said as he threw the knife. The knife sailed through the air with perfect accuracy and hit one of Don Maggia's men in the throat killing him instantly.

"Bullseye" he said while grinning wickedly.

"YOU BASTARD!" yelled Don Maggia pulling out a guy and his men did the same thing as well.

**HONK! HONK! **Came the sound of the 18 wheeler's horn as it arrived at the construction site. The truck drove right through the middle of the two groups until the end of the truck was visible. Two men got out of the truck and went around to the back of the truck. Don Maggia's men aimed their weapons at the two guys and at the truck.

"You're late" said Vanessa

"Sorry Mrs. Fisk but this guy weighs a ton….he was slowing the whole damn truck down" said one of the guys.

"Last chance for all of you either you follow my orders and serve me or die….simple as that" said Vanessa

"Go to hell Vanessa" responded Silvermane

"Very well have it your way" she said with a wave of her hand, the two guys opened the back of the truck and a stomping noise could be heard and heard loudly.

**STOMP! STOMP! STOMP! STOMP!**

Two large grey hands grabbed the sides of the truck and then a big grey foot revealed itself and stepped out of the truck. The foot was followed by another.

"Jesus" said one of Don Maggia's men in shock, as they got a look at the man that had stepped out of the truck. He stood at about 7'3 he had on a deep grey suit that showed off his massive and intimidating muscles, but what really attracted the attention was the two horns onto of the man's head. One was really long a sharp and the other was short and sharp.

"I'D like to introduce you all to my newest enforcer, I call him: **THE RHINO**….now you boys play nice" said Vanessa as she made her way back to the limo.

"NO YOU'RE NOT GOING ANYWHERE VANESSA" yelled Silvermane, attempting to run towards her, but as that moment the Rhino started to charge at him. The Rhino barreled into Silvermane with the force of a Bulldozer. Silvermane was sent flying into one of Don Maggia's limos denting it badly.

"DAD!" shouted Sable, growling she pulled out one of her swords and charged. The Rhino stood his ground, Sable tried to thrust her sword right through his chest but his suit was too thick and her sword snapped in half. The Rhino laughed at her before giving her a hard backhand that sent her skidding across the ground.

* * *

"Hahaha…..let's go Bullseye I'm starving" said Vanessa getting into her limo. The limo started up and drove out of the construction site, leaving Rhino to take care of her enemies.

* * *

"SABLE!" shouted Shocker seeing Sable being hit, but he didn't have time to worry about her because the Rhino started to charge at them. Don Maggia's men opened fired, but the bullets bounced off the Rhino's thick hide.

**CRASH! BOOOOOOOOOOOOM!** Was the sounds that echoed throughout the construction site. The Rhino charged horns first into Don Maggia and his men impaling several of the henchmen with his horn and knocking the other ones back several feet. The Rhino then went to one of Don Maggia's cars and picked it up and hit more of his men with the car.

Silvermane rolled over and groaned in pain, he spit out some blood as he stood up. Looking around he saw the damage and destruction the Rhino was doing to Don Maggia's men. He growled in anger and balled up his fist.

'_Enough is Enough'_ he thought

"SABLE, SCHULTZ GO AFTER VANESSA" he shouted out. Sable shook her head ignoring the pain and looked at her father.

"But Da…..

"DO AS I SAY SABLE I'LL TAKE CARE OF THIS GUY…..AND SABLE BRING ME HER HEAD!"

Sable nodded her head at her Father, she quickly stood up and then she took off in a fast sprint in the direction of where she last saw Vanessa's limo, and the shocker was right behind her.

* * *

The Rhino lifted his foot and stomped on Don Maggia last living henchman crushing him in the process. The Rhino laughed to himself, pleased with the new power that he had.

"RHINO!"

The Rhino looked to his right as saw Silvermane was on his feet.

"You shoulda stayed down old man" said The Rhino, as he picked up a car and threw it at Silvermane. As the car neared Silvermane flicked his wrist and long sharp blades sprung from out of his exoskeleton suit. He reared both hands back and sliced the car down the middle.

"IS THAT ALL YOU GOT RHINO!"

"Far from it old man" replied Rhino as he started his charge again.

* * *

**A Few blocks away, 2 minutes eariler**

Spider-man sat perched on a flag pole. He had lost track of the truck when his spider sense alerted him to a robbery in progress. After stopping the robbers he wasted no time in resuming his search for the truck.

"Where Is it…..where….spider sense" he said, jumping off of the flagpole and swinging in the direction of where he sensed the danger.

* * *

**Construction Site**

Landing on a crane at the construction site Spider-man surveyed the situation.

"_What the hell is going on here'_ he thought to himself looking at the Rhino toss the car at Silvermane who cut it in half with a blade.

'_Spider Sense'_, looking to his left he saw Sable running towards the street with the Shocker behind her.

'_Is that the Shocker…..must be him no one else dresses that ridiculously,….. says the man dressed in red and blue long johns…wasn't he supposed to be in jail…no time to sort this out but I'm not letting him get away…time to test out my newest and latest invention…my spider tracer'_ he thought while reaching into his utility belt, he pulled out a miniature red spider. Throwing the spider tracer it successful attached to Shocker's back.

'_Bingo!...now to check if it works'_ , reaching into his belt again he pulled out a hand held device that had a small dot on the screen that was moving. Spider-man looked up and saw Sable break into a car and she and Shocker sped down the street.

"I'll take care of those two after I deal with these two clowns" he said to himself putting the handheld back into his belt.

* * *

**In the Street**

Sable broke the window of a nearby car and opened the door, she got into the car and hotwired it, the car roared to life.

"WAIT FOR ME SABLE!" yelled Shocker as he broke the window to the passenger's side and opened the door and got inside. She stepped on the gas and the car rocketed down the street after Vanessa's Limo.

* * *

The Rhino charged at Silvermane who stood his ground and just as the Rhino go close he rolled to the side and slashed at his legs but his blade snapped, the Rhino's hide was too thick. The Rhino stopped his charge and swung around with a backhand. Silvermane ducked and delivered an uppercut, but the blow didn't even faze the Rhino.

"Hehehehehe" laughed the Rhino. Silvermane undeterred by the Rhino's laughing threw a left punch and then a right punch, The Rhino took each blow and kept laughing. Just as Silvermane was about to throw another punch the Rhino grabbed his hand, he smiled and started to squeeze, and crush Silvermane's hand.

"AHHHHHHHH!" yelled Silvermane in pain.

The Rhino punched Silvermane in the face sending him flying back and skidding across the ground. The Rhino stomped over to him with a grin on his face. Grabbing him and lifting him up he cocked his massive fist back, but before he could deal the final blow his fist was stopped by a web line. Following the web line with he eyes he turned and saw Spider-man sticking to the crane.

"I think he's hand enough big guy"

"You…..I know you" replied Rhino dropping Silvermane

"Sure everyone knows me"

"I gotta a message for you"

"What is it"

"Kassidy told me to tell you he'll be getting out real soon" said the Rhino grabbing the web and pulling with all his might.

"WHOA!" said Spider-man as he felt himself beings yanked off the crane and heading straight for The Rhino. As Spider-man came closer the Rhino threw a powerful punch but at the last second Spider-man flipped over the punch and grabbed a hold of one of his horns and spun around on it and delivered a knee to the Rhino's nose, Spider-man then sprung off the Rhino's head then fired two web balls hitting him directly in his exposed face. The Rhino staggered back a few steps; Spider-man's hitting his face had hurt him.

"So you're one of Kassidy's goons are you….Well once I take you down you can tell him I said that he's never getting out" said Spider-man as he landed. The Rhino shook his head and looked at Spider-man who was a few feet away, he growled at him and started his charge. Spider-man jumped over the Rhino as he charged at him, in mid air Spider-man shot two web lines at some nearby cinderblocks, when he landed he yanked on the web and tossed both cinderblocks at the Rhino. The Cinderblocks smashed to pieces as they hit Rhino's thick hide and he didn't even register being hit.

'_Damn it….what's it gonna take to bring this guy down'_ he thought to himself, '_SPIDER SENSE_', reacting on pure instinct he jumped to the side avoiding a gigantic sonic blast that continued on and hit the Rhino square in the chest with the force of a tidal wave. The Rhino was knocked off his feet and went crashing to the ground.

Spider-man looked behind him to see Silvermane rising to his feet with a smile on his bloody face.

'_Schultz was right, I'm never taking these new gauntlets off' Silvermane thought to himself,_ he then turned and looked in Spider-man's direction.

"You're Spider-man aren't you"

"What gave me away, was it the costume" he retorted.

"Funny….I'm Silvio 'Silvermane' Manfreddi the new ruler of this city, if you help me take this guy down I will give you more money than you could ever dream of"

"Wait…you're Silvermane…..I was expecting someone…younger"

"MY OFFER…..ARE YOU IN OR ARE YOU OUT!"

"I'm out….I'm taking the both of you down"

"Very well…..YOU'LL DIE TOOO!" he shouted thrusting his mechanical hands forward unleashing another sonic blast. Spider-man flipped out of the way. Silvermane doubled his efforts to hit the wall crawler, but not matter how hard he tried Spider-man always dodge or weaved out of the way. Doing a handspring Spider-man flipped to his feet and made a dash towards Silvermane. Spider-man closed the distance quickly and kicked Silvermane in the stomach. The exoskeleton absorbed the majority of the blow but he still felt some of it. Spider-man jumped and did a kick to Silvermane's jaw sending him stumbling back and spitting out more blood. Silvermane regained his balance and threw a quick jab, but Spider-man blocked it and responded with a punch of his own.

'_SPIDER SENSE'_ he thought urgently,

**THUMP! THUMP! THUMP! THUMP!** While he and Silvermane were fighting The Rhino had finally gotten back up and charged at his two opponents. Spider-man tried to get out of the way but the Rhino was too close. Rhino while he was charging grabbed both Silvermane and Spider-man and rammed them both through a concrete wall and then slammed them both against a steel support beam, and held them there.

'_DAMN…this guy is almost as strong as the Hulk….cant' Break his grip'_ thought Spider-man struggling.

"Rhino…D-Don't….d-do t-this…" Silvermane struggled to say,

"W-What he s-said" Spider-man chimed in

"Make me an offer"

"What"

"Mrs. Fisk paid me a lot of money to kill you….make me an offer and I'll consider"

"200,000"

"1 million"

"Fine I'll pay you 1 million not to kill me" said Silvermane struggling with Rhino's grip as well. The Rhino looked Silvermane in the eyes, and then he let him go.

"1 million in cash tomorrow or I find you and finish what I started"

"Of Course" he replied rubbing his neck.

"W-What…a-about me…d-don't I get c-chance" asked Spider-man trying his best to buy more time.

"Sorry Spider-freak…Kassidy told me to kill you if I ever saw you again…tough break" said Rhino cocking his fist back. Looking behind the Rhino Spider-man saw an electrical box, with a long thick silver wire connected to it, shooting a web line at the wire; he pulled the wire out of the box and caught the wire. Spider-man jammed the sparking wires on Rhino's arm and a powerful electric surge coursed through Rhino's body, and the electricity was amplified due to the nature of his suit, it was a major conductor of electricity.

"ARRGHHHHHHHHHHHH!" yelled Rhino as he felt the electricity assault his body. After a few seconds Spider-man took the wire off.

"Ughhhhh" went Rhino as he fell backwards to the ground out cold.

'_Barely escaped from that one'_ Spider-man thought to himself while rubbing his neck '_Spider….AHHHHHHHHHH'_ he thought as he was hit with a sonic blast in the chest.

"Argh" he groaned in pain. Silvermane stomped over to him, and stood a few feet away from him.

"Thank you taking care of the Rhino Spider-man but you refused my generous offer, so you must be eliminated" said Silvermane, but before he could fire another blast Spider-man shot a web at his feet and pulled Silvermane off his feet. Silvermane accidentally shot a sonic blast upwards which destroyed a support beam and made a portion of the unstable construction building collapse. The debris fell on top of Silvermane pinning him down.

"That was close" said Spider-man releasing a breathe in relief because he had once again escaped certain death.

* * *

**Vanessa's Limo**

Vanessa was in her limo sipping on some champagne with Bullseye and she had a giant smile on her face.

"Well Silvio is taken care of….whose next on my list Bullseye" Vanessa asked leaning back in her seat.

**BANG!** Her limo lurched forward as it was rammed from behind by a car.

* * *

"RAM HER AGAIN SABLE!" Shouted Shocker

"SHUT UP! I KNOW WHAT I'M DOING!" Sable replied stepping on the gas and ramming the limo again.

"Take the Wheel"

"Why"

"JUST DO IT"

Shocker grabbed the steering wheel. Sable opened her door and climbed to the top of the car.

"Damn girl I like your style" said Shocker as realized what she was about to do. Standing on top of the car she pulled out her last sword and took a running start and jumped off the car and onto Vanessa's limo jamming her sword through the roof.

* * *

"AUGHHHHHHH!" yelled Vanessa as she felt the sword stab her in the shoulder, "BULLSEYE KILL THAT DAMN GIRL!"

"With Pleasure" replied Bullseye rolling down the window to the limo.

* * *

Sable pulled her sword free and was about to stab the roof again when Bullseye suddenly appeared and kicked her with both feet in the stomach making her tumble off the roof, but before she hit the ground she was able to jam her sword into the trunk of the limo, stopping her fall.

"Careful Luv first steps a bitch" taunted Bullseye. Sable growling in anger pulled herself up and face off against Bullseye. She lunged at him with her sword but he side stepped the lunge and punch her in the face, she spun and tried to slice his legs off but Bullseye jumped over the strike and twisted and kicked her in the face. The force of the blow tossed her off the limo and sent her crashing into the window of the car Shocker was driving. Wiping her mouth Sable steadied herself on the moving car and looked at Bullseye with utter hatred.

_'Dad was right…..Bullseye is too dangerous to fight one on one' _she thought, but then she got an idea. She turned and leaned down so she could talk to the Shocker.

"Blast the tires out"

"You got it" he said. Holding his left arm out of the window he aimed his gauntlet at the limo's tires and fired.

"Oh Shit" said Bullseye as he felt the limo being hit and he getting tossed off the roof. The limo's left rear tire was blown out, the speed limo swerved violently and then tilted and flipped over. The limo tumbled across the ground a total of five times before it came to a rough stop.

* * *

**Hospital**

RING! RING! Went Captain Stacy's cell phone. Picking up his phone he opened it.

"Hello who is this"

"It's me Captain Stacy…..Spider-man"

"Kid…..how the hell did you get my number"

"Not important…what is important though is that there's a power struggle going on right now between Silvermane and a woman named Mrs. Fisk"

"Mrs. Fisk….as in Vanessa Fisk the Kingpin's wife"

"I guess…Listen I just took care of Silvermane and some super strong guy name the Rhino they are both webbed up at the construction site on 12th and Park street, send a unit to pick them up but be careful….This Rhino guy is as strong as the Hulk"

"Alright I'll call Terry and tell her to send a unit…..where are you going"

"I'm going after the Shocker who is miraculously out of prison….he and some other woman are going after Vanessa Fisk…they are heading south"

"Alright back up is on the way" said Captian Stacy hanging up his cell phone and then dialing Lieutenant Lee's number.

* * *

**SMASH! **The back window to the overturned limo was kicked open and out crawled a bloody and cut up Vanessa.

"Ugh" she groaned from her injuries. Inch by inch she attempted to get as far away from the limo as possible because she could smell the gasoline leaking out and it was only a matter of time before it would explode.

SCREEEEEEEEEEEECH! Went the car as it came to a screeching halt. Sable hopped off the hood of the car and started walking towards the downed Vanessa. Sable stood over Vanessa and held her sword over her throat.

"You tried to kill me and my father Bitch"

"To b-be fair….i-t was Bullseye that t-tried to kill you" replied Vanessa.

"But you gave the order…I believe it time to learn what happens when you cross a Manfreddi, she you in the after life" said Sable raising her sword, but she wasn't able to deliver the final blow because she felt the weirdest sensation in her neck. After first she felt fine, but then the next thing she knew was that she couldn't breathe. Dropping to a knee, she felt the area around her neck and felt four needles sticking out of her neck.

"SABLE!" yelled Shocker.

"Hahahahahah"

Sable gasping for air looked up and saw Bullseye come into view.

"Having trouble breathing luv…..well that's because those needles are poisoned tipped you have about give or take 6 or 7 minutes to live"

"BASTARD!" yelled Shocker unleashing a sonic blast, which Bullseye dodged. Taking out a few throwing stars from his belt he threw them at the Shocker. Two stars each embedded themselves into the Shocker's gauntlets. Shocker not noticing Bullseye's quick movements tried another sonic blast.

**BOOOOOOOOM** the gauntlets backlashed and blew up on his hands.

"ARGHHHHHHHHHHHH!...MY HANDS!" he yelled in pain.

"Hahahhahahaha" laughed Bullseye in amusement. Bullseye walked over to the still gasping Sable and picked up her sword, he twirled it in his hands for a second and then he threw it. The sword sailed through the air and struck the Shocker through the stomach.

"ACK!"

"Whoops"

"BULLSEYE!" shouted Spider-man who landed on the car the Shocker had driven.

"Kid…..long time no see"

"What the hell have you done" he demanded looking at Sable and then Shocker who had a sword sticking out of his chest.

"What I always do kid" he replied going over to Vanessa who had passed out.

"PUT HER DOWN!"

"You have a choice Spider-man either you can stop me or you can save those two who each have about 3 minutes left to live…..times ticking" said Bullseye as he started to run in the opposite direction with Vanessa over his shoulder.

"Son of…." Started Spider-man while he quickly went over to Shocker and grabbed him and then went over to Sable and picked her up.

'_This is gonna be very awkward but it's a good thing the closet hospital is only a couple of blocks away'_ he thought as he shot a web and quickly swung away.

* * *

**The Next Day: Police Precinct**

"You have nothing on me let me go" demanded Silvermane

"How about trespassing…..possession of illegal equipment" replied Lieutenant lee who was filling in as acting Captain.

"What illegal equipment"

"How about that damn robot suit that took us two and half hours to pry off your old ass"

"New technology my company is building for the disabled"

"Or for knocking over Crime Lords"

"Your statement not mine" replied Sivlermane

"LIEUTENANT!" yelled a woman bursting into the interrogation room.

"That's acting Captain Terry Lee"

"Well acting Captain I'm taking my client out of here you have nothing and his bail has been posted good day" said the Lawyer.

"Wait we have him on trespassing"

"No you don't…as of 10 minutes ago Mr. Manfreddi owns that building so he wasn't trespassing…..now I said good Day Acting Captain" .

Smiling a big smile Silvermane got up and left the interrogation room.

"I'll be seeing you again Silvermane"

"No you won't acting Captain" he replied.

* * *

**Outside the Precinct **

"What took you so long"

"I'm sorry I had to drawn up some documents that said you own that place and do you know how many favors I had to call in to do it so quickly"

"You know I really don't….." but Silvermane didn't get a chance to finish.

**SCREEEEEEEEEEEEEEEEEEEEECH!** From down the street a black car with tinted windows sped towards Silvermane and the lawyer. Three guys with automatic weapons and strange looking demon masks on their faces leaned out of the car and started shooting Silvermane. Caught by surprise and without his exoskeleton Silvermane could do nothing but accept his fate.

"UGHHHHH…..ARGHHHHHHHHH!" he yelled as his body was assaulted by the bullets. After a few seconds the car resumed speeding down the street and then around the corner. Lieutenant Lee and several other officers came running out of the Precinct with their weapons drawn and ready to fire, but it was too late. Lieutenant Lee walked over to the two bodies on the ground. She saw that the lawyer was still alive but she had two bullet wounds in her arm, she then went over to Silvermane and she bent down and placed two fingers to his neck, just to confirm what she already knew. There lying on the ground in a growing pool of blood was Silvio 'Silvermane' Manfreddi dead.

* * *

**End Chapter: Read and Review…. Hey readers it's me again with the closing comments. To start I hope everyone enjoyed this chapter it's one of the longer ones because I wanted so much stuff happen in this chapter because this is the year that things heat up for Peter, he's going to start running into more villains, more heroes, and more difficult choices. This is only the tip of the ice burg for the things that I have planned. Right now I'm finishing up the whole symbiote and venom saga thats coming soon and I have to tell you readers it's an eventful chapter in Peter's life, so I hope you readers stick around to read it…..so drop me a review and tell me what you thought of the chapter was it epic or was it weak, and I'll see you readers next time…...**

**Next Up: Sandstorm**


	26. Sandstorm

**Disclaimer: I DO NOT in any form or fashion OWN ANY OF THESE CHARACTERS, In fact ALL CREDIT GOES TO MARVEL, STAN LEE, AND DISNEY, I am NOT making ANY MONEY off of this story no money is being exchanged or handed to me I assure you, so please do not sue me I have no money I promise you…I repeat DO NOT SUE ME I HAVE NO MONEY….now onto the story…..**

**Hey Readers I'm back with a New Chapter and I'm pretty sure you guessed who our favorite wall crawler is gonna be facing in this chapter,Also this chapter is loaded with important stuff for future chapter... so having said that the only thing left to do is to READ, REVIEW( I'D Like know what you readers think of my story) and lastly ENJOY…**

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* * *

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**Chapter 21: Sandstorm**

**Parker House 7:00 am**

"Morning Aunt May" said Peter coming down the stairs.

"Happy Birthday Dear" she replied putting his breakfast down on the table.

"Thanks Aunt May" he said sitting down and starting to eat. Aunt May walked over to him and then kissed him on the head.

"So Dear Sweet 16 is there anything particular you wanted for your birthday"

"Well first Aunt May I don't think guys have sweet 16 and secondly…Nahh..there isn't anything I can think of that I want. I mean I have everything: A loving and devoted Aunt…a beautiful and intelligent Girlfriend…..and two of the best friends a guy could ask for…Life is good Aunt May"

"As it should be Peter" she replied "Listen I want you home by 7 tonight alright"

"Why"

"Because I'm cooking you a special dinner" she said looking at her nephew.

"…Are you throwing me a birthday party"

"What….No"

"Aunt May you're a horrible liar"

"Just be home by 7 smart guy"

"okay okay I'll be here, I gotta go though I love you Aunt May" said Peter getting up and heading for the door.

"I love you too" she replied just as he left the house.

* * *

**Midtown High**

Peter walked up the steps of Midtown High and the first thing he noticed was a small crowd of kids by Flash's locker. Going over he pushed his way through and hew saw Flash and Mary Jane arguing. Looking to the left he saw Gwen and Harry.

"Gwen…..Harry"

"Hey! Happy Birthday" she said kissing him on the cheek.

"Happy Birthday Pete, finally turned 16"

"Thanks…so what's going on" he asked

"Flash and Mary Jane the Final chapter" replied Gwen happily.

"They were still going out" he asked

"YOU INSENSITIVE, OVER MUSCLED, JACKASSS….GET THIS THROUGH YOUR THICK SKULL WE ARE FINISHED!" yelled Mary Jane shoving Flash.

"BURN!" yelled someone from inside the crowd of teens. Immediately everyone broke out into laughter.

"HAHAHAHAHAHAHAHAHAHAHAHAHA!"

"SHUT UP!" shouted Flash angrily "YOU'VE TURNED ME INTO A JOKE" he yelled looking at Mary Jane.

"Please you already were one I'm just sorry it took me this long to see that"

"YOU BITCH!" yelled Flash cocking his fist back.

"MJ!" yelled Peter, Gwen and Harry. But before Flash's punch could hit Mary Jane someone stepped in and caught his fist.

"I think you need to pick on someone your own size" said the person before he punched Flashed in face hard, knocking him to the ground.

"That ought to teach you" the mystery boy said, he then turned to Mary Jane and gave her his most charming smile.

"You alright Red"

"Y-Yeah…T-T-Thanks" replied Mary Jane looking at him. He was tall, very good-looking; he had an athletic build and a rugged look, with a light tan.

"No Problem beautiful"

"WHAT'S GOING ON HERE!" shouted a teacher breaking the crowd of students, "EVERYONE GET TO CLASS AND YOU THREE COME WITH ME!" the teacher continued grabbing the mystery guy and Flash who had started to rise to his feet and he had a split lip. The teacher dragged both to the principal's office, while Mary Jane following behind.

"Who the hell was that" asked Harry with a slight frown.

"And does he have a girlfriend" said Gwen

"GWEN!" shouted Peter

"I'm just kidding Peter God, don't be so insecure, but that guy was good looking"

"He wasn't that good looking okay….I didn't like the way he was looking at MJ" replied Harry.

"Someone is jealous of Tall Dark and….."

"OH God" came a voice behind Gwen interrupting her, the three friends turned to see Liz Allen standing behind them "Not you too….It looks like my brother has another groupie"

"That was your brother Liz" asked Harry.

"Did you just call me a groupie"

"I didn't know you had a brother Liz" said Peter

"Yes that was my brother…half brother actually, His name is Mark Raxton, and I didn't tell anyone because I don't like admitting that I have brother that's always in trouble….he's fresh out of juvie and he's already in the principal's office, that's very bad for my reputation"

"….o..kay"

**RING! **Went the late bell.

"Let's go guys we're late for class" said Gwen as she, Peter, Harry, and Liz started for their first period class.

* * *

**L. Thompson Lincoln's office**

**RING! **Went Lincoln's cell phone. He was sitting at his desk leaning back in his chair thinking. He picked up the phone and looked at who was calling and his eyes widen in sudden recognition.

"FLINT WHERE THEHELL HAVE YOU BEEN FOR THE PAST THREE WEEKS!"

"The job's been completed, where is the other half of my money you promised"

"I believe the job was that you brought me the Goblin's head and you didn't deliver, so that means no money"

"Lincoln we had a….." started Flint

"DON'T TELL ME WHAT WE HAD YOU WORK FOR ME SO THAT MEANS I DECIDE WHEN YOU GET PAID AND GUESS WHAT FLINT YOU BOTCHED THIS JOB SO YOU DON"T GET PAID, AND DON'T YOU EVER CALL ME AGAIN DEMANDING MONEY YOU PATHETIC SON A OF A BITCH!" shouted Lincoln hanging up his phone.

* * *

**Happy Inn Apartments**

Rebecca 'Cherry' Waters, sat on her dingy green couch in her apartment looking at her boyfriend of sorts Flint Marko, she watched as he hung up the phone and growled to himself. Flint was standing at the window looking out of it and he was in deep thought. Cherry stood up from the sofa and went over to Flint and put her arms around his neck.

"I told you" she said softly into his ear.

"…" he didn't reply he just continued to look out of the window

"Flint…you are a God among Men" she said into his ear. Flint inhaled and then glanced at her out of the corner of his eye.

"I'm a Freak"

"You are a God….you can turn yourself into sand….you don't feel pain anymore….you're invincible"

"What's your point Cherry" he said

"My point is that it's been three weeks and you've don nothing but stare out of that damn window"

"WELL WHAT THE HELL AM I SUPPOSED TO DO!"

"WHATEVER THE HELL YOU WANT TO DO….WHAT WE WANT TO DO!" she shouted back, "You don't have to keep working for that jackass, Lincoln anymore, and I don't have to keep stripping for Sal or those pigs at the club"

"…are you suggesting what I think you are"

"Lincoln won't pay you your money…..so take it"

"I'm not a thief Cherry"

"…Not a thief…..Flint, You're a Hitman for God's sake, you kill people for money and now you have a problem with stealing"

"I've never killed anybody that didn't deserve it Cherry and you know that"

"Flint didn't you tell me that one day you'd make enough money so that the two of us could retire to some island off the coast…..did you mean that or was that pillow talk"

"I meant it Cherry"

"WELL DAMMIT FLINT HERE IS THE CHANCE WE'VE BEEN WAITING FOR…..THIS IS OUR CHANCE TO MAKE MORE MONEY THAN WE WOULD EVER NEED TO MAKE OUR DREAMS COME TRUE!" shouted Cherry grabbing his head and looking into his eyes "and the beauty of it is that no one will be able to stop you"

Flint Looked at her for a few seconds before he balled up his right fist, the fist suddenly expanded and turn into sand. Flint looked at his now giant fist and smirked a little.

"You're right Cherry…..you're absolutely right…..I'm sick of working for that asshole Lincoln". Flint then looked at Cherry and then leaned down and kissed her, "I'll be back" he said, going towards the door to her apartment.

"Where are you going Flint"

"To make a stop at the bank"

"What bank"

"All of them" he replied leaving the apartment. Walking down the steps that led to Cherry's apartment Flint headed for the parking lot of the Happy Inn Apartment complex. Standing in the parking lot Flint closed his eyes and concentrated. As he concentrated, his body began to turn to sand and swirl around and lift up into the air creating a cloud of sand. The sand started to float away into the sky and into the city.

* * *

The continental bank was a medium sized bank that was close to the city but not in the city. Flint Marko entered the bank with one thing on his mind; money. Looking around the bank he saw it was semi-crowded. Most of the people in the bank were either elderly or people with children, no one that posed a threat to him. Searching with his eyes he found the bank vault. Smirking he strode over to the vault and stood in front of it.

"Excuse me sir back away from the vault" said the officer standing next to the vault. Flint looked at the guard and held up his left hand. His hand turned to sand and extended and grabbed the guard. Flint then tossed the guard to the side and through the window of the bank. He then turned to the rest of the people in the bank who were staring at him with wide eyes in fear.

"IF YOU ENJOY LIVING GET THE HELL OUT OF HERE NOW!" He yelled.

"AHHHHHHHHHHHHHHH!" a people shouted as they all clamored for the exit. Laughing as they ran in fear Flint turned back to the vault, he made his other hand become sand, he gripped the sides of the vault and with a mighty tug he ripped it off the hinges and threw it across the ground. Flint looked at all the money in the vault and he smiled a big smile, he turned his whole body into sand and entered the vault. The sand swirled around the money and sucked it into the cloud. The cloud then exited the vault and then crashed through the remaining broken glass of the bank entrance. The cloud of sand drifted up in the air and flew away just as several police cars pulled up. Stepping out of their cars the cops looked up at the departing sand in amazement.

"Good Lord" one of them whispered.

* * *

**Happy Inn Apartments: Several Hours later**

Flint kicked open the door to Cherry's apartment and walked in with a smile on his face. Cherry looked up from the stacks upon stacks of money that littered her apartment floor. For the past couple of hours Flint had been robbing banks and bringing the money back to her apartment so she could count how much he had stolen.

"I'm back"

"Back already….damn you're getting quicker and quicker, what does that make…..like 4 banks in the last three hours" said Cherry dropping the stack of money in her hand.

"I'm getting better at controlling this sand" he replied as bags upon bags of money started falling out of his body. Cherry's eyes widened at the amount of money that had dropped, he was definitely getting better. The first time he made a drop off he only had about 20 bags of money, but each time he came back, he had a little more with him, but this time he had to have had at least almost eighty bags.

"Flint there's got to be at least 3 million dollars in here…Oh my God" she said breathlessly bending down and opening one of the bags and pouring out all of the money, "I can finally buy a car" she said while throwing the money in the air.

"It's not enough"

"What"

"I said it's not enough Cherry" said Flint with a frown on his face.

"No…no no...no this is not the time to get greedy Flint….we have enough to retire on right here…..the only thing left now is to pack and get the hell out of here, just you and me"

"No Cherry I want one more big score"

"You've hit nearly every bank in town"

"No I haven't I've only been hitting out of the way banks, mostly to test out my new powers, but I feel confident enough now to hit one of Lincoln's banks"

"…..Flint I know I said you should steal your money from Lincoln but…look at all of this money here…..we don't need his money…..let's get the hell out of here"

"He screwed me Cherry….we had an agreement and he back out so I'm going to take my cut and a little extra"

"Flint…..I really thing you should reconsider what we have here is enough…..plus the news has just caught on to your activities…..they are calling you the Sandman"

"Sandman…I kinda like it"

"Flint…"

"I'll be fine Cherry…..it's like you said no one can stop me" said Flint as he went for her apartment door and left the apartment.

* * *

**Midtown High**

**RING!**

"And that class concludes today's lesson, make sure to look over chapter 3 because there will be a quiz on it tomorrow" said Dr. McCoy. As the students started to grab their things and leave the classroom. Peter and Gwen were about to leave when Dr. McCoy called them, turning to the sound of his voice they went over to him.

"Yes Dr. McCoy" said Gwen

"Ah Mr. Parker, Ms. Stacy I wanted to…..ARGH!" he shouted suddenly, and then doubled over in pain.

'_No…..not now….please….'_ he thought frantically.

"DR. McCOY!" yelled Peter and Gwen going over to him and trying to see what was wrong.

'_DAMMIT HANK!...control yourself…control…..control...breathe…..'_ Dr. McCoy repeated to himself over and over again. After a few tense moments the pain subsided and he was able to stand, "Thank you children…b-but I'm fine…..I-I had some terrible take out food yesterday" he replied.

"Maybe you should see the school nurse"

"No….I just need to sit down…..Listen I wanted to talk to you about the Baxter Building think tank…..they wanted me to bring the two of you back today"

"I don't know Dr. McCoy what about what happened last time" asked Peter

"That Mr. Parker was an isolated incident, and they have taken drastic measures to ensure something like that will never happen again….plus who would be crazy enough to take on the now world famous Fantastic Four"

"Why today" asked Gwen

"Well today they having a small re-recruiting process and there is only one spot left….but seeing as how I'm friends with Reed I can probably convince him to take both of you, so it is with great importance that we be there no later than 4:00pm so as soon as school ends we must leave… can I count on the two of you"

"You can count on us to be waiting for you at 3:00 Dr. McCoy" said Peter

"Good to know…..this is a once in a life time opportunity, I believe that once the two of you get accepted you'll be working with Reed Richards part time, everyday after school learning from one of the brightest minds of our time….you both should be proud of yourselves"

"We couldn't have done it without you Dr. McCoy"

"It's nice to hear that…but I do believe that the two of you are late for lunch so here's a hall pass" he said handing them a hall pass.

"Thanks Dr. McCoy see you at 3:00" replied Gwen taking the hall pass and leaving the classroom with peter in tow. Once they left Dr. McCoy collapsed to his knees in pain.

'_Oh God…the pain…..I need my….serum….._' he thought to himself.

* * *

**Lunchroom**

Peter an Gwen entered the lunchroom with smiles on their faces, because of the news they just received. They would get the chance to intern under Reed Richards or as he is now known as Mr. Fantastic one fourth of the Fantastic Four. Going over to their regular table they saw Harry and Liz sitting at the table and both had a slight frown on their faces.

"Oh Look Pete we have a new addition to our table"

"I see it but I don't believe it"

"Liz what a surprise seeing you here….you never sit here….why are you here" asked Gwen sitting down next to Harry.

"Well there's nowhere else I can go to avoid the talk of how cute my brother is….or how tough he is because he kicked Flash's ass" she replied

"Tell me about he's here for 2 minutes and he's suddenly the second coming"

"Well he did kick Flash's ass pretty good" said Peter

"And he is pretty cute" Gwen chimed in

"GWEN!"

"Joking"

"Hey I was gonna jump in, but he beat me to the punch literally"

"Oh look…here comes Mary Jane with my brother now".

Mary Jane and Mark had just walked into the lunchroom and they both were laughing about something. Mary Jane looked at the table and started to walk over with Mark behind her.

"Hey Guys" said Mary Jane sitting down next to Liz

"Hey MJ" they all replied

"Hey Red, aren't you going to introduce me to your friends"

"Guys this is Mark Raxton"

"We know" Gwen interrupted, "Liz told us"

"I hope my sister hasn't been spreading lies about me because you know she's good at that"

"First off, I'm your half sister…..and second, whatever I say about you is never a lie"

"Whatever Liz…..well it seems you guys know me but I don't know you"

"I'm Gwen Stacy"

"Hello Ms. Stacy" replied Mark taking her hand and attempting to kiss it but Peter put his hand over her's blocking Mark's kiss.

"I'm Peter Parker…her boyfriend"

"Nice to meet you" he replied letting go of her hand.

"Hey I forgot to mention my brother's a huge flirt"

"Well sis I can't help it if I love the ladies"

"Whatever"

"And you are"

"I'm Harry Osborn"

"Osborn…Hey are you in anyway related to that crazy guy that dressed up in a Halloween costume and killed all those people"

'_Oh Shit'_ thought Peter, Gwen, and Mary Jane

"…yeah…..that was my Father and he isn't crazy….he's misunderstood" said Harry through clenched teeth glaring at Mark.

"Nah…..I think it's called be crazy"

Harry shot up from his seat in anger and Peter got up and held his friend back

"Easy Harry"

"Mark stop being an asshole" said Liz

"Ohhh…..still a sore subject huh….my mistake" replied Mark looking at Harry who was still glaring at him. The other kids in the lunchroom turned to see what was going on. Mark looked around and then back at Harry, "I think I've overstayed my welcome, look red it was great talking to you, maybe we can do it again…hopefully real soon"

"Uh sure" replied Mary Jane

"Cool" said Mark as he turned and started to walk away, but before he got too far away he turned to Mary Jane again "Oh wait I forgot something Red"

"What"

"This" he said as he leaned down and kissed her on the lips, for a good long minute.

"OOOOOOOOOOOOOOOOOOOOOOOOOOO" went the teens in the lunchroom looking at Mary Jane and Mark. Breaking the kiss Mark looked her in the eyes.

"Catch you later Red" he said giving her a wink and walking away. Harry balled his fist in anger.

"I don't like him" he said while sitting back down, Peter also sat back down in his chair.

"Me neither and he's my brother"

"Liz why don't you like your brother" asked Mary Jane "He doesn't seem so bad"

"He doesn't seem bad because he's manipulating you MJ….my brother is evil…when we were little he used to burn all of my toys…..he even burned our cat…he's been to reform school and boot camp and then finally to juvie…do you know why he was sent to juvie…he and a couple of his stupid friends burned down a bodega and the clerk inside now has third degree burns for life"

"Jeez" said Gwen

"Yeah I know…..look MJ, I know you have a thing for bad boys, but…just stay away from him"

"I don't have a thing for bad boys"

"Yeah you do" Liz, Harry, Gwen, and Peter all replied

"Well, maybe just a little…..but I'm going to the fall formal with him"

"What!" Harry Shouted. The fall formal was a dance that Midtown High held every year in the fall season, it was about three months away, but still everyone was in the process of securing a date.

"Yeah….he asked me when were in the principle's office"

"And you said yes…..you don't even know him….he just got here and….."

"Harry calm down" said Gwen

"My brother is good….let me guess he started off with a joke and then used that charming smile of his to catch you off guard and then he slipped the question in"

"…."

"That's his draw he is very charming, he tricked our mother into lending him seven hundred dollars once"

"Look I'm not sure he is bad as you're making him out to be"

Harry stood up from his seat and left the table and then speedily left the lunchroom.

"Uh oh" said Peter watching Harry storm out.

"HARRY WAIT!" shouted MJ

"…I'll go talk to him" said Peter getting up and going after his best friend.

* * *

**Outside**

Harry burst through the back door of the lunchroom. He walked over to the large tree that was a few feet away from the school. Leaning against the tree he took a few deep breathes to calm himself, but then he heard the door open. Looking over his shoulder he saw it was Peter, who was making his way over to him.

"I-I over reacted a little didn't I"

"Just a tad Harry….what's up with you"

"I was going to ask Mary Jane to that dance…lately Pete MJ is all I think about, that smile, personality, and that thick red hair…..you remember my epiphany I had about my Dad's company"

"Yeah"

"Well she was part of that epiphany as well…..I was gonna tell her how I feel…..I was gonna tell her today actually…but then that jackass shows up and ruins everything with his oh so charming ness"

"Harry"

"I sound like a whiny idiot don't I"

"No you don't…..but Harry if that's how you feel about Mary Jane just go tell her"

"What if she rejects me…argh! I've never had this problem with the other girls I've been out with"

'That's because she's not just any girl…she's Mary Jane Watson"

"…..Have I ever told you that you're my best friend"

"Several times" Peter replied. Harry turned to face his friend

"You're not gonna hug me are you, because I think this is the part in the movie where the distraught friend hugs the guy who gave the pep talk"

"I was thinking about it" joked Harry with a smile

"Please don't" Peter responded with a smile on his face as well.

**RING! **Went the bell telling all the students that lunch was over.

"See you later Pete…..oh and Happy Birthday again"

'Thanks Harry" said Peter as he and Harry started for the back door.

'_Spider Sense'_ thought Peter stopping in his track.

"Pete"

"Go I'll catch up in a sec"

"Alright" said Harry going inside.

'_Where is it…..feels like…the sky'_ he thought looking up in the sky in time to see a giant cloud of sand fly over head and then into the city.

'_That can't be good'_

_

* * *

_

The cloud of sand flew through the city until the Lincoln central bank came into view. Two armored money transport trucks were out front unloading money bags and taking them into the bank. Standing outside the banks watching the unloading process were 4 guys in black pin striped suits and black shades. One of the men looked up and saw the cloud of sand flying straight for him.

"WHAT THE….", he started before the cloud quickly formed into a fist and punch him sending him crashing through the glass doors. The other three guys opened fire in fear, but the bullets went through the sand. The sand formed into a hand and grabbed one of guys and slammed him into the ground and then tossed several yards away. Two tendrils shot out of the sand and wrapped around the last two guys. The sand tendrils slammed them into each other, and tossed them away as well. The sand then burst through the doors of the bank sending glass everywhere and the people inside started screaming and trying to get away.

The sand formed into Flint Marko, and he strolled towards the open bank vault. The security guards and two other guys in suits and shades started firing but again the bullets didn't do anything. Flint formed his fists into giant spiked maces and he swung at the men firing knocking them all to the side.

"Idiots" he said to himself as he continued towards the vault. Stopping at the vault he looked at all of the money and he smiled

'_Well Lincoln looks like I'm getting my cut after all'_ he thought, but before he could reach for the first bag he felt himself being yanked back. Landing roughly on the ground he looked around and saw Spider-man sticking to the wall.

"Now you know that doesn't to you"

Looking at Spider-man Flint had a sudden memory surge to the day he received his powers.

"You….I remember you…you were there when that Goblin freak turned me into sand"

"That cloud of sand was you…you need some help….I can help you get back to normal"

"Normal…I'm never goin back to being normal" replied Flint as he raised his arm and it formed into a fist of sand and it extended towards Spider-man, who jumped just as the fist hit the wall he was sticking to, shooting a web he swung low and kick Flint in the chest, but to his surprise his feet got stuck in Flint's chest.

"Uh oh"

"Got that right" said Flint as his right fist expanded into a sand fist and punched Spider-man sending him to the ground hard. With the same hand he grabbed Spider-man and slung him all the way outside where he hit the armored car and left a deep dent.

"O-Ow….." groaned Spider-man struggling to get up.

**WHOOOOO WHOOOOO WHOOOO** was the sound of cop cars arriving on the scene. Flint looked at the cops and then at the money in the vault

"It's not going anywhere…..I think I still need a little bit more practice"

Turning his body to sand he flew towards a police car and lifted it up and threw it at the other cars. Flint formed into his body again and made his fist into giant mallets that he used to crush police car after police car that came within a few feet of him. Seeing more and more police cars coming from down the street he used his giant sand hands to grab one of the nearby armored cars and threw it at the oncoming police. While the armored car was in the air Spider-man was sticking to the side. Firing two web lines at the sides of two lamppost Spider-man slingshot the armored truck back at Flint.

"AHHHHH!" shouted Flint as the truck came back towards him and hit him bursting sand everywhere. The sand quickly drew back together and into Flint's body and he took a few deep breathes, but he didn't have a chance to celebrate because Spider-man swung in and kicked him in the face sending him flying back and into the bank.

'_That's how I hit him…catch him off guard before he can turn to sand…..should be easy….keyword being should'_ he thought while watching Flint rise to his feet and stare angrily at him. Flint stood up and changed into a cloud of sand, he drifted over and into the vault and sucked up as many bags as he could. A tendril made of sand formed and grabbed a hold of the bank vault door and ripped it off its hinges and threw it at Spider-man. Spider-man flipped over the vault door, but Flint was ready and a fist shot out of the cloud and hit him square in the chest knocking him back. The vault door crashed through the front doors of the bank and tumbled across the ground taking hugs chunks out of the ground. The sand cloud then quickly flew out of the hole the vault door created and took towards the sky.

"Ugh…..get up spidey…..get up" spider-man said to himself rising to his feet and running out of the bank. He looked up and saw that Flint was making his getaway. He shot a web and swung after the cloud of sand.

* * *

The cloud of sand weaved through the city at top speed trying to out run Spider-man and it was doing a good job. Spider-man shot a web at the sand but the web didn't connect to the sand but it did connect to one of the money bags the sand was carrying. Flint noticed the web and used a tendril to cut the web. Spider-man recovered and shot another web continuing to follow after the cloud.

'_Hmmm….I can't web the sand, but I can web the money…..this gives me an idea_" he thought.

Spider-man saw the sand make a sharp turn to the left and that's when he made his move. He shot a short web to the left and swung through an open window of a crowded office building.

"Excuse me folks, just passing through" said Spider-man to the people in the office as he used his agility to maneuver through the office, until he reached the other open window across the room. He dove out of the window and fired a web a swung upwards and over two buildings. Swinging to the next building he stuck to the side of it and waited. Spider-man peeked around the corner of the building and he saw the cloud of sand heading in his direction.

'_I hope this works'_ he thought readying his web shooters. Using his spider sense Spider-man held down on the pressure gauge on his shooters, and just as the sand cloud passed a giant spider web formed in its path. The sand passed through the web, but all of the money bags stuck to the web. The sand halted and turned to see Spider-man wrapping all the money up in a web sack.

"I told you this doesn't belong to you"

The sand cloud in response turned into face and let out a loud roar

"**ROOOOOOOOOOOOAAAAR!"** and flew at spider-man. Spider-man jumped off the building and swung away just as the sand barreled into the part he was sticking to, the sand cloud then quickly followed after Spider-man.

* * *

**L. Thompson Lincoln' office**

"BOSS!" shouted Hammerhead bursting into the office.

"What is it you Buffoon" responded Lincoln curtly. Hammerhead growled lowly to himself at being called a buffoon, before he answered.

"…It's Marko….he's on TV" he said while turning on the TV in Lincoln's office, "and that's not all either he tried to rob one of your banks"

"WHAT!"

* * *

**TV**

_This is Michelle Burns bringing you up to the minute news, Today's story is a strange one folks. Since about 9:00 am this morning, we have been receiving reports of a man that can turn himself into sand robbing banks throughout the greater New York area, we here at Channel 5 have been calling him….__** Sandman**__. At about 1:00 the Sandman tried to rob the Lincoln Central bank and we were able to get some footage from inside the bank and the Sandman has been identified as Flint Marko. The details as to who is Flint Marko, have been sketchy, but as far as we can tell his that he has several warrants for his arrest in Texas, Las Vegas, and Miami, we'll bring more details to his identity as they come, but the true focal point is that the Sandman tried to rob the bank but his attempts were foiled by the masked vigilante Spider-man and Channel 5's own Jerry Chandler is in the heat of the battle…Jerry….._

_

* * *

_

_Helicopter_

_Thanks Michelle…..this is Jerry Chandler and right now I'm bringing you a battle of epic proportions as Spider-man is trying to fight the Sandman…LOOK THERE GOES SPIDER-MAN!_

_

* * *

_

**Lincoln's Office**

"THAT SON OF A BITCH"

"What the hell happened to him…..he went and got himself turned into a freak"

"No doubt he's trying to steal from me to teach me a lesson…..well Marko looks like you'll be getting a lesson as well….Hammerhead call Quincy and tell him I need him to take care of something"

"Marko"

"No…Spider-man will defeat Marko of that I'm sure, but Flint made a grave mistake in trying to steal from me and he must be punished" said Lincoln while watching the T.V.

* * *

Spider-man swung as fast he could trying to get away from the angry Flint, he was dodging the multiple sand tendrils that tried to wrap or knock him out of the air.

'_How the hell am I supposed to beat this guy'_ he thought frantically dodging another strike. Swinging low and around a building he tried to out maneuver the sand, but the cloud suddenly shot several globs of sand and they cut the web line Spider-man was swinging from and sent him and the money crashing to the ground. The sand saw the money tumbling across the ground and immediately went after it, Spider-man rolled over and saw the cloud go for the money, but he also saw that the money was next to a fire hydrant.

'_I hope this stops him'_ he thought firing a web line at the hydrant, he tugged on the web line and pulled the hydrant from the ground and sent high pressure water spraying everywhere. The water hit the cloud of sand and the reaction was instant. The cloud quickly formed into Flint Marko's body, and he crashed to the ground roaring in pain.

"AAHHHHHHHHHHHH!" he shouted because half his body started to turned to mud and fall off.

"ARGHHHHHHHHH!' he yelled again suddenly feeling the loss of his limbs. He looked at his body and saw left hand turn to mud and fall off, he chunks of his left leg turn to mud and fall off. The majority of body now was mud and sand, he once felt light as the air now he felt heavy and sluggish and he was having a hard time maintaining his human form. Flint cracked his good eye open and saw a nearby car, Flint with every ounce of strength he had left concentrated and the sand that wasn't mud swirled up and flew towards the car knocking the person in the car out. Flint formed into his human form again, but he was still missing his left arm, his left leg, part of his right leg and half his face was gone as well. He slammed his foot on the gas making the car speed off down the street.

The cops pulled up just as Flint sped off, Spider-man turned to the cars and saw Lieutenant Lee step out of the car.

"LIEUTENANT LEE!" Spider-man yelled.

"KID GO AFTER HIM NOW!"

"I AM THERE"S THE MONEY HE STOLE!" he shouted back, while firing a web and swinging after the car.

* * *

The car swerved across the busy street. Flint did his best to steer straight but it was pointless, because of the pain he was in. Glancing in the rear view mirror he saw Spider-man swinging behind.

Spider-man landed on the top of the speeding car with a thud

'_SPIDER SENSE'_ he thought urgently leaning to the side he avoided a spike made of sand. Spider-man spun on his hands at the edge of the drivers side and then brought both feet crashing through the driver's window kicking Flint and bursting his sand everywhere. He grabbed the steering wheel and tried to steer it away from the traffic. The sand formed into a mallet and slammed into Spider-man knocking him out of the car along with the steering wheel and the car door. Spider-man skidded on the car door across the street while the car veered all over the road and flipped over a total of seven times and then hit a light pole.

"Ugh" groaned Spider-man standing up and searching for the car. He saw the car turned over next to the light pole, he cautiously made his way over to the car. Not sensing anything, he bent down and looked into the car.

"Gone" he said not seeing Flint anywhere, suddenly he got a slight nudge from his spider sense. Looking around the car he saw a trail of sand leading to a storm drain on the curb of the sidewalk.

"He went into the sewer…Dammit" he said to himself. Hearing the sirens in the distance he quickly fired a web and then swung away, just as the police cars pulled up to the scene.

* * *

**Happy Inn Apartments**

**BOOM!** Went the door to Cherry's apartment as Flint burst through it, he immediately fell to the ground trying to concentrate and form the parts of his body that were missing. He was still missing his left arm, but he could feel his body slowly trying to reform.

"CHERRY!" Flint yelled from the ground, but he didn't hear anything. Flint struggled, but he was able to roll over and look around the apartment and any pain he was feeling suddenly ceased. There lying on the ground was Cherry, but she was dead. Flint could see from his position on the floor she had two gun shot wounds one to the head and another to the chest.

"What the Hell…..Flint" came a voice running into the living room. The voice came from a man about 5'7, black coat, white shirt, average build, he had a long scar on across his cheek, and he was also carrying a suit case in his hands.

"Quincy" Flint rasped out" W-What have you done….WHAT HAVE YOU DONE!" he shouted thrusting his arm forward which turned to sand and extended and grabbed the hitman named Quincy.

"Flint…JESUS…..What the hell happened to y….oomph!" Flint slammed Quincy into the wall hard.

"WHY DID YOU KILL HER"

"WHAT DO YOU MEAN WHY…I'M A HITMAN…SAME AS YOU…WE GET THE CALL AND WE GET A NAME"

"HOW DID YOU FIND HER"

"….."

"HOW!"

"SAL….SHE"S ONE OF HIS DANCERS"

"AAAARGH!" Yelled Flint tossing Quincy away, Quincy rolled over and pulled out his gun and started shooting, but the bullets didn't do anything but piss Flint off even more. Flint turned his body to sand and the started went over to Quincy and started to cover him. Quincy tried his best, but he could stop the sand.

"FLINT DON"T DO THIS PLEASE…LOOK SHE"S GOT ABOUT 4 MILLION DOLLARS IN THE BEDROOM WE CAN SPLIT IT…FLINT PLEASE, IT WASN"T PERSON…." Quincy's yells were smothered as the sand completely covered him.

"Haven't you heard Quincy, the name isn't Flint anymore…it's SANDMAN" he said. Sandman concentrated and made the sand compress and crush Quincy to death. Sandman let the dead Quincy fall out of his body and he went over to Cherry's body.

"….I'm sorry…I got greedy…we shoulda ran while we had the chance, but I promise you, your death will not go unpunished" he said as he laid a kiss on her forehead and left the apartment.

* * *

**3:15 pm: Police Precinct **

"Flint Marko….originally born William Baker, changed his name right after he got out of the psychiatric prison ward" said Lieutenant Lee.

"What was he in for" asked Spider-man who was sticking to the wall as the Lieutenant read from the computer in Captain Stacy's office.

"Flint was a construction worker…..wife and two kids, but he had a gambling problem…..made some big bets, he lost a lot of money and owed a lot of money"

"Of course"

"According to a police statement, we have from him; One night A few 'associates' come looking for the money he owed a struggle breaks out Flint gets shot twice and he passes out…..he wakes up and finds that his wife and kids are dead"

"Jesus…then what"

"He gets better goes looking for the guys, Kills all of them, but he gets arrested for murder goes upstate….but then this is the weird part, he miraculously gets a good lawyer who gets the case reopened and gets Flint's life sentence turned into 8 months at a psych ward…..fast forward he gets out changes his name to Flint Marko and boom he vanishes for 9 years and then he shows up on our radar today"

"9 years Lieutenant….this guy disappears off your radar for 9 years"

"Hey news flash kid do you know how many people are in this city, there are about 7 million….and one slipped through the cracks…..cut us a break…..I wanna know how this guy changes into sand"

"I can answer that but I'll do it later, first we have to find this whack job Marko, but he hurts more people"

'Tell me something I don't know, we don't have any leads"

"Yeah we do…..the lawyer who got his case re-opened, why would he do that"

"I'm guessing it's not out of the goodness of his heart"

"Now we're on the same page"

"The lawyer's name is Cory Burch, works at Thompson and Smith law firm" said Lieutenant Lee.

"Thanks….I'll be in touch" he said jumping out of the window.

* * *

**Thompson and Smith Law Firm: Cory Burch office**

Bursting into the office were two people and they were kissing all over each other. One was a lawyer by the name of Cory Burch and the other was a dark haired woman, who was also a lawyer.

"Where were you last night" asked the woman as she kissed Cory on the lips.

"Long story" he replied picking her up and laying her down on the desk and ripping open her shirt, and leaning down to assault her mouth once again. While the two were kissing neither noticed the person sticking to the ceiling watching them.

"AHEM!" went Spider-man clearing his throat to get their attention. The two broke apart and looked up.

"JESUS!" shouted the woman trying to cover herself up

"WHAT THE HELL!" yelled Cory getting off of the woman and turning to face Spider-man, "HOW DID YOU GET IN HERE…I'M CALLING THE COPS"

"No you aren't" Spider-man replied, dropping to the ground and tossing a framed photograph of him and another woman with kids, to the dark haired woman.

"Not unless you want to explain to the cops and your wife what you were doing when you caught me in your office"

The dark haired woman looked at the frame with wide eyes, that immediately turned to anger.

"YOUR WIFE! YOU"RE MARRIED!" she shouted pushing Cory away, "UNBELIEVABLE" she said while trying her best to straighten her clothes, "ASSHOLE DON"T EVER CALL ME AGAIN" she said on her way out of the door.

"MADELINE WAIT…..DAMN IT" growled Cory going over to his desk and opening the drawer and pulling out a revolver and aiming it at Spider-man.

"Uh Oh I'm in trouble" remarked Spider-man unafraid.

"You should be" replied Cory pulling the trigger

CLICK! CLICK! CLICK! went the gun

"The Hell"

Spider-man opened his left hand and tossed the six bullets at Cory's face

"You need a better hiding spot"

"What do you want" growled Cory sitting down in his chair visibly upset at Spider-man

"Flint Marko you represent him 9 years ago why"

"…..can't tell you attorney client confidentiality"

"Did you know that I can crush steel pipes with my bare hands….imagine what I can do to human bones"

"….yeah I represented him…..so what…"

"Why"

"Because someone paid me a lot of money to get him out of prison"

"Someone"

"Alright…it was L. Thompson Lincoln…he comes in here and hands me a crap load of money to get him out of prison and I did…..bought myself a house in the hamptons with that money"

"L. Thompson Lincoln"

"That's what I said now get the hell out of here"

Spider-man walked towards the window and opened it and then jumped out

* * *

**In the Air: 4:00pm**

**Ring! Ring! Ring! **Went Spider-man's phone, he took it out of his utility belt and he answered it.

"Hello"

"WHERE THE HELL ARE YOU!" shouted Gwen "I'VE BEEN TRYING TO CALL YOU FOR THE PAST HOUR"

"I'm sorry, I was busy"

"BUSY"

"Yeah Gwen Calm down what…."

"DON'T TELL ME TO CALM DOWN….PETER I HOPE WHATEVERS GOT YOU BUSY IS IMPORTANT ENOUGH TO MISS A ONCE IN A LIFETIME OPPORTUNITY, ONE THAT MANY PEOPLE DON"T GET!"

"Gwen, slow down what the hell are you talking about"

"WHAT AM I….HAVE YOU FORGOTTEN…THE BAXTER BUILDING AFTER SCHOOL DR. McCOY AND I ARE STANDING OUTSIDE OF THE BUILDING RIGHT NOW"

"Oh shit….I forgot" he said landing on a building roof top.

"Peter I've stalled as long as I could you need to get your ass over here like five minutes ago"

**WHOOOOO WHOOOOO WHOOOO **was the sound of police cars heading to an emergency in the distance. Looking off in the direction where he heard the sirens going, and then looking in the direction of the Baxter Building, Spider-man found himself stuck in the worst possible position. He had to be in two places at once and they were on the opposite ends of town. Down one way was the path that Peter Parker wanted to go; The Baxter Building a place where grown men and woman fight tooth and nail to go to prove their worth in the scientific field, a place where if he met the right people he would be set for life and it was also the place of where his girlfriend was, a girlfriend whose getting tired of him bailing on her all the time. Then down the other way was the path that Spider-man walked, whenever there was trouble, whenever there was a person that was in need, he swore to himself and to his uncle that he would be there using his great power responsibly, not to mention that he still needed to track down and stop the Sandman before he hurt anyone else. Spider-man stood on the roof of the building gripping his phone tightly; he was completely torn down the middle. Either he could be Peter Parker or he could be Spider-man and time was running out, he had to make a choice.

* * *

**Baxter Building: 4:05 pm**

"Hank it's so good to see you again" said Reed Richards as he walked off the elevator and into the lobby.

"Reed it's good to see you too…I'm curious though is it Reed or Mr. Fantastic" joked Dr. McCoy shaking Reed's hand.

"Reed is just fine Hank…..is this your student"

"Ah Yes this Gwen Stacy…Gwen this is Reed Richards possibly the smartest man in the world"

"Hello Ms. Stacy"

"Hello Mr. Fan…..I-I mean Dr. Richards, it's an honor to meet you in person I've read some of your work"

"And you understood it"

"Yes I did"

"Hank I like her already"

"I told you, that you would"

"Didn't you say over the phone that you had another promising student you wanted me to meet and see if I could squeeze in"

"…Uh Yes Mr. Parker…unfortunately he had something far more important to take care of I'm afraid" replied Dr. McCoy, as he Gwen and Reed made their way to the elevator.

* * *

**Happy Inn Apartments**

Spider-man watched from his hiding spot as the cops rolled out two body bags from the Happy Inn Apartments. He had followed the police cars and they had led him to this apartment complex. Using his stealth training he made his way closer to the scene. As he neared the apartment number he heard two detectives talking about the murders.

"I've never seen anything like it" said one of the detectives

"I know what you mean….the first body….the woman is pretty cut and dry she was shot twice, but the other…."

"Every bone in his body was crushed with extreme force, like he was in a compressor….but how would something like that fit into this tiny apartment"

"Just what the hell is going on in this city" said the other detective as they both left the apartment. Once they left Spider-man dropped to the ground. Looking around he saw the chalk outlines of where the bodies were found, and he went over to the first outline and he examined it.

_'Judging from the amount of blood and the bullet casings…you are the woman that shot' _he thought while standing up. He then went over to the other outline, 'Just what the hell happened'

Walking through the apartment Spider-man tried to look for any type of clue. Finding himself in the bedroom he searched through the drawers and then he stopped in his tracks, he pulled out a photo of a woman and a man, a very familiar man.

'_Marko_' thought Spider-man looking at the photo. Rushing back into the living room he looked at the scene again and then he smacked himself in the head.

"Why didn't I see if before" he said, while looking at the ground where the chalk outline was, he noticed small grains of sand at each outline. It was a small of amount and no one would notice it unless they were looking for it.

"I think I know what happened….Marko comes back here finds his girlfriend dead and then kills the guy who did it…..but why was she a target….Oh…..Oh….wait a minute…..Lincoln central back…owned by L. Thompson Lincoln Marko's employer…I know where Marko is going" Spider-man said making his way out of the apartment.

* * *

**Ring! Ring! Ring! **

"What"

"You gave an order to kill her why"

"You needed to be taught a lesson….you tried to steal from me after everything I've done for you"

"You used me to do your dirty work"

"I gave you a purpose Marko"

"And now you've given me another one….be seeing you soon Lincoln" said Flint closing the phone

* * *

"MARKO! PLEASE DON"T KILL ME!" begged Sal

"The name is Sandman Sal" was the last thing Sal heard before a giant hammer made of sand came crashing down on top him crushing him.

* * *

**Later: Lincoln's office: 6:20pm**

L. Thompson Lincoln sat in his office with his hands together and a frown upon his face. He was in deep thought about the current situations with Marko. As he said in deep thought, he failed to notice that he wasn't alone in the room.

"L. Thompson Lincoln" said the voice. Hearing his name called he looked around.

"Up here"

Looking up he saw Spider-man on the ceiling.

"Well….this is a pleasant surprise…Spider-man is it"

"Cut the crap….you know who I am Lincoln….or is it Tombstone" replied Spider-man dropping to the ground. Anger flashed across Lincoln's face at the mention of his old life, with surprising speed Lincoln lunged across the desk trying to grab Spider-man but he was too slow. Spider-man back flipped and Lincoln missed him by inches. Lincoln rolled into a crouch and glared at his opponent.

"Where did you hear that name"

"Did I hit a nerve"

Lincoln charged in with a punch, but it was blocked, and Spider-man responded with a strong kick but to shock Lincoln barely registered the kick, or if he did he hid it very well. Lincoln growled and tried to back hand him, but he ducked under the strike, and using the opening Spider-man sprung up with an uppercut that made Lincoln stumble back a few steps.

'_ARGHHHHHH!...MY HAND'_ thought Spider-man opening and closing his hand in pain. Lincoln wiped his mouth and then spat on the floor.

"Heh….nice shot punk….but I know your hand Is in pain"

"…."

"Would you like to know why…..let's just say my skin complexion has a lot to do with it" he said as he charged at Spider-man again.

* * *

**Sand Quarry **

"ALRIGHT FELLAS LET"S CALL IT A NIGHT!" shouted the manager of the sand quarry to his workers. One by one they each stopped what they were doing and got ready to leave and go home for the night. Everyone except one man he was standing atop of big pile of sand with his eyes close.

"HEY! DID YOU HEAR WHAT I SAID LET"S GO"

The man opened his eyes and looked at the manager, he gave him a hard stare and then a tendril of sand shout out and hit the manager knocking him back. The workers turned to look at the scene. Flint's body turned to sand and seeped into the pile.

"What the hell" went one of the workers in fear.

**RUMBLE! RUMBLE!** Went the ground as it started to shake. The workers started to run away because the pile of sand began to grow bigger and bigger, until a Sand monster towered above them. The sand monster lifted it's giant foot and brought it over the workers.

"Dear God" one of them whisper just before the foot came down.

"**HAHAHAHAHAHAHAHAHA!" **laughed the monster as it stomped out of the quarry.

* * *

**Lincoln's Office**

"OMPH!" grunted Spider-man as Lincoln slammed him against the wall and held him there. Lincoln cocked his fist back and then thrusted out a punch, but Spider-man leaned to the side and the fist missed. Spider-man then used his feet to push off the wall and shove Lincoln off of him. Spider-man then shot a web in Lincoln's face and pulled him in for a knee to the face. Lincoln stumbled back and then ripped the webbing off and growled at Spider-man.

"I'm taking you down Lincoln"

"You have nothing to convict me with boy"

"If I can take down the kingpin, you should be a piece of cake"

"Fisk was too arrogant, that was his downfall, I have taken every precaution to ensure that I will never go to prison"

"I'll find something; people like you and Fisk always make a mistake"

"The only mistake, is you coming here to challenge me, I am unbeatable boy there is no one on this planet that can defeat me" said Lincoln just as a shadow was cast throughout his office. Both he and Spider-man looked out of the window to see a giant Sand monster outside. The monster cocked his fist back and brought it forward towards the office.

"You were saying" Spider-man quipped.

"BOSS!" yelled Hammerhead barging into the office.

"OH SH…" was the last thing Hammerhead said before the fist of sand smashed through the glass.

**CRASH!**

**

* * *

**

The Fist burst through the office destroying the whole top half of the building in the process. The sand monster brought his fist up to his sand fist. He opened his fist and there trapped in his palm was Spider-man, Lincoln, and Hammerhead.

'_Well…this is quite the predicament I've gotten myself into…..again'_ thought Spider-man struggling to get free. As he struggled a few feet away from them a body began to rise from out of the sand, and it formed into Flint Marko.

"Marko Release ME NOW!" shouted Lincoln

"Shut it Lincoln, you don't call the shots anymore I do" said Marko.

"MARKO!...STOP THIS BEFORE YOU HURT MORE INNOCENT PEOPLE!" exclaimed Spider-man as he struggled against the sand.

"Someone innocent has already been hurt…..isn't that right Lincoln"

"I KNOW ALL ABOUT IT MARKO!" he shouted '_I've gotta buy some time'_ "I know Lincoln put the hit on your girlfriend because you tried to steal from him….I promise you Marko he's gonna go down for that, but this isn't the way"

"Flint Marko is dead Spider-man…I'm The Sandman and I have my own brand of justice" .

"I can't let you kill him"

"Well then you'll die with him" growled Sandman as he seeped back into the sand. The giant Sand monster raised it's other fist.

"HEY HERO DO SOMETHING!" shouted Hammerhead.

'_Almost…..Almost….._' "ARGGH!" he yelled breaking free from the sand. Shooting a web at Hammerhead he pulled with all his might and yanked Hammerhead free. Grabbing him by the jacket he tossed him off the sand monster and shot a web net, that he landed safely in. Rushing over to Lincoln he grabbed him and pulled him free, with Lincoln in his grasp Spider-man ran and jumped out of the Sandman's palm just as the fist came crashing down. The Sand monster growled as he saw Spider-man swing off with Lincoln.

* * *

The sand Monster stomped after the two not caring about the cars he was stomping on or the chaos he was causing stomped after Spider-man.

"AHHHHHHH MONSTER!" shouted several bystanders, "EVERYONE RUN!"

The sandman thirsted out his giant hand and several globs of sand shot out. One of the globs hit Spider-man's web and sent him and Lincoln tumbling across a roof top.

* * *

"Nice job" said Lincoln shoving Spider-man off of him

"Shut up…..I should've let him kill you Tombstone" he replied.

"DON"T CALL ME THAT" shouted Lincoln trying to swing at Spider-man, but he jumped out of the way and stuck to the side of the wall.

"Why not…it's your name isn't it….I mean your true name"

'_Spider sense'_. Just then the face of the sand monster peeked around the corner and spotted the both of them. He brought his hand around and thrusted it out again and more globs of sand shot out. Spider-man dodged all of them, but Lincoln wasn't so lucky, he got trapped in one of the globs and it was squeezing him to death.

"UGH…ARGH!" he grunted as he felt the sand tightening.

WHOOOOOP WHOOOOOP WHOOOOOOP was the sound of a helicopter. The police helicopter flew into view and started shooting at the sand Monster. The sand monster reacted slighty from the barrage of bullets, and just as the chopper flew past, the sand monster swatted it causing it to spin out of control and crash to the ground.

"NOOOOOOOOOO!" yelled Spider-man _'I've got to stop this guy…..how is the question_'. Looking around he spotted a nearby rooftop that had water tower on top of it.

'_That's it…water…..If I can lead him over there'_ he thought to himself. Jumping in the air he fired a web line and swung around the monster. Swinging toward the face he shot a patch of webbing in the eyes. The monster growled and tried to swat him, but he twisted from the attack and swung away. .

"Come on…follow me…..come on…YES!" he exclaimed as the monster stomped after him.

* * *

Landing on the water tower, he stood and faced the Sand Monster.

"MARKO LAST CHANCE!"

**"SANDMAN!**" the monster roared back, raising his fist. Spider-man waited until the last possible second and he back flipped off the tower. The fist hit the tower denting it and cracking it. From the cracks a steady stream of water shot out and hit him. Spider-man went behind the water tower. Using his strength and a little leverage from the building next to the tower he pushed the cracked water tower over, spilling the rest of the water, on the Sand monster.

"ARGHHHHHHHHHHHHH!" the monster roared out as the water soaked him. Clumps of mud and sand started dropping everywhere. The Sand monster swayed back and forth until it toppled over and shattered on the ground. Spider-man ran over to the edge of the roof top and looked over at the destroyed sand monster.

"That should….spider…..ack!" went Spider-man as a tendril of sand behind him grabbed him by the neck and then lifted him up and slammed him into the ground three times and then tossed him into the wall. Spider-man hit the wall hard, he fell to a knee in pain, and before he could even recover and fist made of sand came flying at him and hit him.

"Ugh" he groaned, while sliding down the wall in pain. The fist of sand form into the Sandman and he stood over the downed Spider-man with a deep scowl on his face. He reached down and grabbed Spider-man and lifted him up.

"I'M SICK OF YOUR DAMN MEDDLING"

"I-I-t's what I do Marko"

"My name is Sandman" he responded turning his right hand into sand. He grabbed Spider-man's feet and slammed him into the ground again and then flung him off the roof top and across the street and through the glass of a small appliance store.

* * *

Spider-man skidded across the floor roughly before crashing into a TV, which flipped on as he hit it.

"Ugh….God that hurt…this guy is something else…..how am I….." he started before he heard the T.V talking loudly, it was promoting something, he turned and looked at the T.V and a smile formed on his face.

"This could work"

* * *

The Sandman burst through the store, the bottom half of his body was Sand and his top half was normal. He searched with eyes for Spider-man and then turned both his fist into maces. Sandman turned to a sound coming from his right, he went over and he heard a TV. loudly promoting a product.

* * *

"_That's right folks are you tired of your Vacuum Cleaner shorting out, tired of it only picking up half the dirt in your home, well fear not, Tony Stark is here to answer your prayers…Tony._

_Tony Stark: Thanks Jim, that's right folks it's me Tony Stark and I'm here to show you my new Stark Tech, Industrial Vacuum Cleaner, designed from top to bottom by me it's able to hold 8 times the amount of dirt than your average vacuum cleaner and keep it trapped inside. . _

_Jim: WOW! Did you say 8 times the amount_

_Tony: Yes I did Jim,_

_Jim: That's astonishing Tony_

_Tony: No Jim it's down right amazing, but that's what Stark Industries and Stark Tech is all about, taking old technology and giving it an upgrade bringing it into the new century…we build the future…._

_

* * *

_

"WHERE ARE YOU SPIDER-MAN" Shouted Sandman in anger.

"I'm here Marko" came Spider-man's voice behind the sandman. Sandman turned and saw that Spider-man had the Stark vacuum hose in his hands. Spider-man flipped the on switch to the vacuum and it whirred to life and a powerful suction force started suck up all of the sand.

"**NOOOOOOOOOOOOOOOOO!" **yelled Marko as he felt himself being sucked into the vacuum. After a few seconds and he was sure all of the sand was sucked up and held tightly in the vacuum Spider-man turned it off.

He let out a sigh of relief and he then looked at the TV that was still on and promoting the vacuum.

"Thank you Stark Tech" he said to himself, with a smile.

* * *

Acting Captain Terry Lee pulled up in her car and saw that the entire area was covered with sand and mud.

"Call sanitation tell them to get down here ASAP!"

"Lieutenant"

Looking up she saw Spider-man sticking to a lamppost, his costume was torn and shredded in several places and he was carrying what looked like a vacuum cleaner.

"Kid…you look like hell"

"Yeah…I know…I took care of Marko" he said as he lowered the vacuum, he shot some webs on it for good measure, "He's inside the vacuum…..be careful and don't let him out…I have a feeling he won't fall for the same trick twice" .

"Will do" she replied taking the webbed up vacuum.

"CAPTAIN!"

"What is it"

"We have a situation" yelled a nearby officer

"Spit it out"

"A hostage situation at a diamond store on west and 12th …..We are trying to get some back up for the units on the scene but this damn sand is blocking our path"

"Kid" she started but when she turned she saw he was already air swinging off to save the day.

* * *

**Parker House 2: 45 am. **

Spider-man crawled through the window in the attic. Dropping to the ground he pulled off his ripped mask and immediately sand began pouring out.

"God…what a day…..what a night…..Sand monsters…Tombstone….hostages…oy…today has been one for the books" said Peter, sitting down in his chair. He started to take his Spider-man gear off and as he took off his top his cell phone fell out of his utility belt. Picking it up he noticed that it said he had about 40 missed calls.

"Oh Man" he said softly looking at each call. About 5 were from Harry, 5 were from MJ, 10 were from Gwen, and the rest were from Aunt May.

"How the hell am I gonna explain this one" he said to himself leaning back in his chair, rubbing a hand through his hair.

* * *

**Downstairs**

Creeping downstairs he saw Aunt May passed out on the couch. He went over a gave her a small kiss on her head and pulled the covers over her. He then went into the kitchen and he saw a cake on the table.

'…_That's right…..Aunt May…the Birthday Party…..DAMN IT'_ he thought while going over to the table and sitting down. He looked at the cake and saw in big bold letters HAPPY BIRTHDAY PETER!

'…_.I missed my party….pissed off Gwen even more…and missed the Baxter Building job…and I probably made Dr. McCoy look bad too….Yeah Happy Birthday to me'_ he thought while letting out a sigh of frustration.

* * *

**End Chapter. Read and Review. Hey readers it's me Nomad88 back with the closing comments…..well as you can tell by the length that this chapter had to be the longest I've written to date, but it was necessary, mostly because this chapter is loaded with stuff for the future….I wonder how many of you can guess as to all the stuff that I alluded to, and as I promised things are heating up for Peter, this is only the tip of the ice burg. All of you have been patient as I've done set up, the next couple of chapters will be action packed, and I hope that you readers stick around and enjoy. So drop me a review and tell me if you thought this chapter was epic or was it weak, and then meet me back here next week for the next installment this is Nomad88 saying until next time…..**

**Ps. STOP! Hey it's me again after you read and review this chapter do me a huge favor check my profile page or go over the Batman Beyond section because I have a new Story up and ready to be read. The name is as you've probably guessed: Batman Beyond vol 1. It's a brand new take on the whole Batman Beyond mythos complete with new takes on characters, brand new situations and story developments. Drop over and take a look and tell if its good or not I'll be waiting to see what you readers think…..so this me again saying until next time….**

**Next Up: AVENGERS ASSEMBLE!**


	27. AVENGERS ASSEMBLE!

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS…..IN FACT ALL CREDIT OR ANY TYPE OF OWNERSHIP GOES TO MARVEL, STAN LEE, and DISNEY, THEY are the ones that own everything….. So please DO NOT SUE ME….I have no money, no money is being made off of this story, no money is being exchanged I can assure, so once again Please DO NOT SUE….thanks…..now on with the story. **

**Hey readers its me Nomad88 back with a brand new chapter, and as promised it's action packed, do you know why, it's because it features the premiere of one of Marvel's greatest superhero teams…..you guessed it THE AVENGERS…..now all that's left to do is Read. Review( I like to know what you are thinking). And most importantly to enjoy. **

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* * *

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**Chapter 22: AVENGERS ASSEMBLE!**

**Few Months Ago**

In a government funded research bunker/lab two scientist were in an large open space arguing with each other. One was an attractive dark haired woman wearing a tight form fitting black and yellow outfit with the back out. The other was a man wearing a blue, black and red costume, with a strange looking cybernetic helmet on his head.

"DAMMIT HANK!...we've been through this the height you're trying to achieve is too dangerous"

"Janet I hear your concern, but I'm confident with my tweaks to the Pym particles and this new suit that helps to regulate the amount of particles in my system, I'm confident I'll be able to reach 60ft trust me sweetheart" said Hank Pym while giving his wife Janet Pym a quick kiss on the lips.

"I swear to God…..ARGH!...alright fine…one time, we'll try it this one time….if anything goes wrong we never try this again…..we stick to shrinking…understood"

"Yes Dear…..now let's make history"

Janet reluctantly left her husband and went to a computer stations that had all of Hank's vital signs showing.

"How we looking"

"Heart is good, nervous system is good, muscles, good…everything is in order Hank let's do this" replied Janet.

"Test 1…..Beginning Giant Man experiment…..now" said Hank turning a dial on the belt that was around the suit. Hank glowed blue for a second before his body started to increase in size and height. Hank went from 5'9 to 12ft to 30 ft, 35 ft

"Hank elevated heart rate" called out Janet

"That's just my excitement Janet…..I can feel myself growing…..I can feel the Pym Particles expanding in my body" . Hank's body kept growing and growing until he suddenly stopped. Slowly opening his eyes he looked around in amazement.

"Janet" his voice boomed throughout the lab.

"60ft" she whispered at first looking at him and then at his vitals which all read normal

"Janet"

"60FT! YOU DIDN"T IT HANK….GIANT MAN IS A SUCCESS!" she shouted out in joy.

"YES! HAHAHAHAHAHAHAHA WE DID IT BABE!...WE DID IT"

CLAP! CLAP! CLAP! Went the sound of someone clapping. Janet and Hank turned to the entrance of the lab and saw two women in the navy blue tight form fitting S.H.I.E.L.D uniforms.

"Oh My God…Carol…Sharon" said Janet as Agent Danvers and Agent Carter made their way over to them.

"Hey Janet" said Carol

"Hey Jan…I see you and Hank have perfected GIANT MAN" said Sharon.

"That's right ladies what do you think" said Hank flexing

"Very impressive" laughed Carol

"Put a sock in it Romeo" replied Janet to her husband, "So Carol, Sharon, what brings you two to our slice of heaven" she asked

"Well Janet, Hank we are here to discuss something extremely important with the two of you" replied Sharon with a serious look.

"Well spit it out already" Hank chimed in

"We are here to discuss a team that Fury is putting together…we're here to discuss the Avengers Initiative"

* * *

**1 month ago**

"Suit give me an update"

"Sir, the repulsor rays are operating at maximum capacity, the newly redesigned chest piece is working 5 times better than the previous, thrusters are at maximum….overall sir the MARK IV Iron Man armor is far more superior than the MARK III"

"Good, that's what I wanted to hear….set a course for around the world and step on it" said Tony Stark from inside the Iron man suit.

"Yes sir Mr. Stark plotting course now….thrusters engaging in three….two…..one"

**BOOOOOOOOOOOOOOOOOOOOOOOM! **Went the rocket boosters in the Morning sky.

"WHOOOOOOOOOOOOO HOOOOOOOOOOOOOOOOOOOO" cheered Tony as he flew through the sky at break neck speeds in his Iron Man armor. Iron Man was just over the Atlantic Ocean when his suit started to beep.

"Sir you have an urgent message coming in on the private line"

"Patch it through"

"Tony"

"Yeah Pep….I'm kinda busy at the moment"

"You need to get back here now" she said urgently

"Why"

"Because you and I need to have another talk Stark" came the gruff voice of Nick Fury.

"Fury always nice to hear your voice….I'll be there in 20" said Tony before he cut the line, "Dammit…..suit"

"Yes Sir"

"Set a course for home"

"Yes sir, plotting coordinates now"

* * *

**20 Minutes Later**

**CLANG! **Went the sound of Iron Man landing in his workshop located at Stark Towers. The face plate flipped open and revealed the face of Tony Stark.

"JARVIS!" he shouted walking around the workshop, "PEPPER!"

"They're on break" came Nick Fury's response as he deactivated his cloaking device.

"Fury….what brings you to my humble abode….and why do I suddenly feel the need for a drink"

"Probably because you're an alcoholic Stark" replied Fury

"Or maybe it's because you're visiting and every time you visit it's a fifty fifty chance I'm not gonna like what you have to say"

"I'm hear to discuss the Avengers Initiative again"

"Case in Point" replied Tony opening the refrigerator and grabbing a half full bottle of wine.

"DAMN IT STARK!...why do you have to be so damn stubborn….the kind of threats the we're under…..we need the Iron Man technology, but since you won't give us the schematics, I'm here asking you nicely to join my Avengers…..don't make me force you to do what I want Stark, because it will be unpleasant for you" stated Fury starring menacingly into Tony's eyes.

"And you are good at forcing people to do things" Tony said taking a swing of wine, "fine….who will I be working with" he asked.

"A few S.H.I.E.L.D agents that I've deemed capable enough to not only be of use, but able to keep an eye on you as well"

"Oh God….you mean babysitters."

"Did I say they were babysitting….I said Agents who can contribute to the team"

"Who else"

"The Pyms….Hank and Janet or as they like to call themselves, Giant Man and The Wasp"

"Giant Man and Wasp…not as good as Iron Man"

"You'll also be working with a man named Dr. Donald Blake"

'What's his gift"

"You wouldn't believe me if I told you….but I have to recruit him and he's being like you, very stubborn"

"With good reason I bet"

"Then the last person is the leader of the team"

"I thought I was the leader"

"You…..lead….HA!...don't be ridiculous"

"Ouch"

"Truth hurts…as I was saying the leader is a bit of a strange case"

"Why is that"

"What do you know about Captain America"

* * *

**Dream sequence**

"_STEVE! HELP ME I'M STUCK!" _

"_BUCKY!" _

_

* * *

_

**Present: S.H.I.E.L.D Helicarrier**

"BUCKY!" yelled Steve Rogers aka Captain America, the first and only successful super soldier as he jumped up from his sleep. Running a hand through his short blonde hair he let out a long sigh.

'_Come on Steve….shake it off'_ he thought to himself while getting up from the bed and going into the bathroom. Turning on the light he went to the sink and turned on the faucet. He got some of the water and splashed it on his face. He then let out another sigh and looked at himself in the mirror.

Steve Rogers was once a 5'7 frail and bony individual. He had been that way for most of his life, but then he underwent the super soldier formula and now he stood at 6'2 220lbs of pure muscle. He had blonde hair and blue eyes, and of course he was the perfect soldier.

Wiping his face he went back into the room and got into his workout gear.

"No use going back to sleep" he said after dressing. He then left the room with the intentions of getting in an exhausting workout that might help to drown out the nightmares he'd been having.

* * *

**S.H.I.E.L.D: Gym**

Entering the training room he saw that he wasn't alone as he thought he was. There on the treadmill was Sharon Carter or as she is commonly known as Agent 13.

'_Wow_' Steve thought to himself as he saw her working out.

"Captain" she said stopping her run.

"It's just Steve without the uniform"

"Sorry"

"It's okay Agent 13"

"It's just Sharon when not in uniform" she replied with a smile, "what are you doing up"

"Can't sleep" said Steve making his way to some mats.

"Does it have anything to do with Bucky Barnes" asked Sharon getting off the treadmill and following him. Steve stopped and turned to face her

"How did….."

"You mumble very loudly in your sleep" she simply replied "Do you want to talk about it"

"No I don't want to talk about it….what I want is for everyone to stop asking if I want to talk about anything….I mean what is there to talk about" he replied a tad bit too forcefully "I'm sorry….I didn't mean to snap like that I…"

"It's okay Steve I know…..this is a delicate situation for you…for everyone….You are the greatest soldier the military has ever produced and the higher ups want to thrust you back into active combat as soon as possible, but on the other hand you're waking up from a decades long sleep to a world that has moved on without you…It has to be pure hell what you're going through right now" she said softly. Steve looked at Sharon for a moment and then he let out a sigh.

"It's the same damn dream...or memory…..Bucky and I had just escaped from Heinrich Zemo's dungeon and we get to his rocket that was going to blow up American soldiers, but right before we can disarm it. The damn thing launches. Bucky and I both jump on it, just as it takes off. Our added weight throws the trajectory of the rocket off, Bucky is closer to the control panel of the rocket so he starts crawling towards it. He opens it and starts yanking out the wires…and then…then I remember yelling for him to let go of the rocket, but he yells back that he's stuck. Suddenly the wind get colder and stronger and I lose my grip and then….nothing….I'm suddenly being thawed out from a block of ice" he said.

"Steve…..he saved a lot of lives that day…..both of you"

"At the cost of his own though…..Buck was more than just a friend Sharon…he was more than my comrade; he was my brother…my family"

"It's never easy losing a loved one…I know"

"It's painful…I don't know whether to be happy I'm alive…..or sad that I am…everyone that I know…or knew is dead…and all of this happened decades ago but to me….it happened yesterday"

"…..You know what you need"

"What"

"A distraction…..something to take your mind off of this…..so how about a friendly spar" said Sharon going to the center of the mat, "Come on Steve…I'm curious to see if all those stories my great Aunt Peggy told me about you were true"

Steve smiled a bit and then stepped onto the mat. Sharon got into her fighting stance and Steve got into one that she didn't recognize.

"Are you sure you want to do this Sharon….because I'm not gonna hold back"

Steve got his answer when Sharon charged at him.

* * *

**Asgard**

Sitting in a private chamber a God was levitating in the air looking through a portal that led to the earth.

"Filthy mortals….yet one of you is my half brother"

The God in question name was Loki: the God of mischief. Loki was 6'4 in a green and yellow Asgardian Armor. Loki's hair was black, his eyes were green, and looking at him you could never tell that he weighed 525lbs, but he had a lean build, but the most significant thing about Loki was the helmet he wore, it had two long curved horns sticking out. Loki was called the God of Mischief throughout Asgard because he was always starting trouble or causing trouble for the rest of is immortal brethren.

"BAH!...this is pointless….it seems Odin's son has become adept at hiding amongst the humans…which is not usually his style" .

"Why do you want to find him so bad Father….I thought him being banished was what you wanted" asked Hela Goddess of Death, Loki's daughter and the second person in the chamber with him. She was in every sense of the words beautiful and deadly. Standing tall at 7'0ft with a slender and toned body, garbed in an elegant black and green Asgardian dress/battle armor. Like her father she also had an attention drawing type of helmet or head gear, hers though covered her head and had spikes growing out in every direction and curving down her back.

"Alas dear daughter the day my Half brother was banished to Midgard I was overjoyed, I had finally succeeded in bringing him down, but it appears in his absence I have grown bored".

"Father you need to make up your mind…..you spent all that time and my time trying to be rid of Thor and when you finally succeed you want him back…..perhaps the other Asgardians were correct in calling you insane"

"Mind your tongue Daughter" replied Loki angrily turning to face her.

"You presume to think I'm afraid of you father, but I'm not" she said calmly looking him the eyes.

"As to why I want my dear brother Thor back is my business Hela…all that should concern you is how you can make your father happy".

"I shall help you this last time Father….the next time you seek my help in your schemes, there will be a price"

"But of course daughter" replied Loki with a devious smile.

"What do you wish of me"

"Locate Thor for me….I've tried everything but he remains hidden from me"

Hela closed her eyes for a moment and tried to locate Thor on earth, but after a few seconds her eyes opened and she looked at Loki.

"Well"

"It seems Odin has pulled out all the stops…I'm unable to locate Thor…but Father the answer is simple"

"What"

"If you wish to locate Thor on Midgard…..make him reveal himself to you…I'm sure if you created Mischief on Midgard and left a few bread crumbs….the heroic nature in Thor will be compelled to put a stop to his half brother's antics"

"EXCELLENT PLAN Hela…..but what about Odin….he has been keeping an intense and close eye on me and my affairs".

"Father aren't you forgetting what month this is…Odin has entered his annual slumber and he has left Sif in charge…..and I'm sure you can outsmart her"

"Genius…..pure Genius my daughter it seems you have inherited my devious nature….you do a father so proud…..and I know just the thing that would make Thor reveal himself….but it involves your warriors"

"In your plans I shall lend you some of my undead warriors, but as I stated this is the last free favor" she replied and then vanished in a puff of green smoke.

"That's what you think daughter….but alas….she is another matter….hmmm a threat some problematic that the Mighty Thor would feel compelled to reveal himself…..I know just the thing….HA..HAHAHAHAHAHAHAHAHAHAHAHAHAHA!" laughed Loki.

* * *

**S.H.I.E.L.D: Prisoner holding Helicarrier**

IN the holding cells of a S.H.I.E.L.D Helicarrier Emil Blonsky sat on his cot with his arms bound by metal bindings. Since his dance with the Hulk a few months back he had been rotting in this cell, being a guinea pig for the S.H.I.E.L.D scientist. They were studying the effects of the serum that he was injected with. They were curious to know how he could survive being crushed, blown up, and shot at point blank rand and still get up as if nothing was wrong. So here they had him shackled and tested on daily. Blonsky was sitting on his cot when a strange green smoke started to swirl around him and he suddenly found himself standing in front of a man he had never seen before.

"Who are you"

"I am Loki….the God of Mischief"

"I don't believe in God or Gods"

"That's good to know…that means this will go a lot quicker"

"Where am I"

"Doesn't matter what does matter mortal is my deal"

"What deal"

"I have watched you closely Mr. Blonsky and it seems you and I crave the same thing…..Power. Unlimited…raw…and uncontrollable power….and I believe that the two of us are in a position to help one another"

"I'm listening"

"I shall provide you with the power you seek, and all I ask in return is that you defeat my brother"

"Who is your brother….and where is he"

"He will be in New York…and he will be carrying a hammer in his hands…..you'll know of who I'm talking about once you get there"

"Why do you need me to defeat your brother"

"The why is not part of the deal"

"How will you give me this power and will it be permanent"  
"I shall bestow the power you seek by using the Terrigen Crystals….have you ever heard of them"

"No"

"Good….the Crystals can grant the user great power but there is a flaw….the crystals severely alter human DNA….you would no longer be human…..but an Abomination….but you will have the power you seek"

"….Let's do it anything is better than rotting in this cell"

"Excellent…I knew I made the right choice" replied Loki with a devious smile. Waving his hand in the air, five oddly shaped and glowing crystals appeared before him and with great speed the closed the distance and embedded themselves into Blonsky's body.

* * *

**Helicarrier Bridge**

"Sir! There is something strange going on in Blonsky's cell sir….all channels have been blocked and his heart rate is elevated and increasing" said a S.H.I.E.L.D agent.

"Send every available Agent down to the holding cells….tell them to use lethal force only if the situation gets out of control" replied Agent Carlson director of the S.H.I.E.L.D Helicarrier, "Also, Get Fury on the line"

"Yes Sir"

* * *

Dozens of S.H.I.E.L.D Agents in the their armor and with their weapons drawn stormed down towards Blonsky's cell.

"Dear God" said one of the Agents, looking into the cell. Inside the cell Blonsky was going through a horrible transformation.

"UGH!...ARGHHHHH….HAHAHAHAAHAHAHA" laughed Blonsky as he felt the power of the Terrigen Crystals alter his DNA. His bones started to snap and his muscles started to grow double in sized and then triple. He began to grow from his 5'9 to a staggering 10ft. Bone spikes started jutting out of his spine and elbows and his tan skin started to turn to a green yellowish hue.

"FIRE AT WILL!" shouted someone, and all the S.H.I.E.L.D Agents began unloading their weapons. The bullets bounced off of Blonsky's skin and he laughed evilly as he saw the bullets bounce off of him.

"MUWAHHAHAHAHA!", Blonsky turned his glowing yellow eyes towards the S.H.I.E.L.D Agents. Growling Blonsky took a running start and barreled through his cell and into the agents.

"AHHHHHHH HE'S GOT ME!" yelled an Agent that was in Blonksy's massive hand. Blonsky clenched his fist and crushed the Agent and then tossed the lifeless body into the other Agents, who were still trying to shoot him.

"COME ON! IS THAT ALL YOU GOT!" he growled. More and More S.H.I.E.L.D Agents stormed towards the holding cells. Blonsky seeing them smiled a sick grin and charged at them.

* * *

**Bridge**

"REPORT!" yelled Agent Carlson

"OUR AGENTS ARE GETTING SLAUGHTERED!"

"Get me a visual"

The image of what was going on down in the holding cells were brought up on the computer screen.

"Good Lord" he whispered, as he saw Blonsky rip a Agent in half.

"EMERGENCY LOCKDOWN NOW!"

"YES SIR!"

* * *

"Emergency Lockdown" came a computerized voice. All the doors leading out of the holding cells began to seal shut.

"Huh…trying to lock me in….HAHA..not a chance" growled Blonsky. He saw the thick doors come down and close. Blonsky got into a runner's stance and charged forward breaking down the blast doors with ease and venturing further into the Helicarrier.

* * *

**Broxton, Okalahoma**

"Okay Mrs. Glass take this medicine three times a day and you should be fine"

"Thank you gain for this last minute visit Dr. Blake"

"IT's no problem, that's why I'm here" replied Dr. Donald Blake. Walking out of the room Dr. Blake maneuvered his way through the busy hospital.

"Dr. Blake!" a nurse called out.

"Yes" he said turning around

"There's a visitor here to see you in your office….he said it's urgent"

"Thanks Jane" he said going towards his office.

* * *

**Dr. Blake's office**

Entering his office Dr. Blake immediately regretted it, because he saw who was waiting for him.

"Hello Blake" said Colonel Fury in his usual gruff tone.

"Fury"

"Have you reconsidered my offer"

"To be honest I haven't give you or your proposal any though at all"

"And why is that"

"Because I have more important things on my mind"

"Like what"

"My hospital….my patients"

"DAMMIT BLAKE!...You can help more people on a larger scale….All of that power you're sitting on….it's just going to waste"

"Lower your voice and using my power to help you is what got me banished to this dimension in the first place or have you forgotten"

"I haven't forgotten but Blake that was years ago….get over it….the threats have increased exponentially since then…..we need your help to down these threats…we need Thor"

"You need to leave….Now" said Dr. Blake with a slight edge.

BZZZZZZZZZZZZZ went Fury's private phone

"FURY….WHAT!"he yelled, "I"ll BE THERE IN 2 MINUTES, FURY OUT!"

"Problem" asked Dr. Blake

"A problem that could harm thousands of people….and you're just gonna stand there and do nothing"

"…."

"You make me sick….I thought you were a great hero…seems I was wrong" said Fury brushing past Blake and leaving the office.

* * *

**Bridge: Helicarrier**

The Helicarrier gave a shudder as more and more sparks erupted from the computers.

"SIR! HE'S IN THE ENGINE ROOM….WE ARE GOING DOWN!"

"WHERE ARE WE!"

"BEFORE THE SENSORS WENT DOWN WE WERE JUST OUTSIDE OF NEW JERSEY!"

"BRACE FOR IMPACT!" shouted Agent Carlson

**BOOOOOOOOOOOOOOOOOOOOOOOM! **The Helicarrier crashed with extreme and violent force in a deserted field on the outskirts of New Jersey.

* * *

Agent Carlson crawled from under the metal debris that was on top of him, and he tried to look around. The command deck of the Helicarrier was destroyed; small fires were everywhere as were dead or obviously injured S.H.I.E.L.D Agents. Agent Carlson tried to stand up, but he collapsed to the ground. There was a large piece of metal jutting out of his leg. Looking to the left he saw a radio laying on the ground, he crawled towards the radio and said a silent prayer, hoping that it was still functional.

"This is Agent Carlson…..Commander of the Prisoner Helicarrier transport does anyone copy"

ZZZZZZZZZZZZZZZZZZZZZZZZZZZZZ

"Does anyone Cop…." He started to say before an extremely large shadow formed over him. He slowly looked up to see the mutated and snarling Blonsky.

"Blonksy…s-surrender now"

"You're kidding right Carlson" replied Blonsky leaning down and staring into his eyes.

"I'm not afraid of you Blonsk…

"YOU LIE I CAN SMELL THE FEAR ON YOU CARLSON! HAHAHAHAHAHAHA!" growled Blonsky, He then grabbed Carlson and picked him up, "Don't Worry I'm not gonna kill you…but you can believe I'm Gonna Kill Fury….Ross….and then BANNER…..and You can give them that message for me too" said Blonsky tossing Agent Carlson away. He skidded across the wreckage roughly. Agent Carlson cracked open one of his bloody eyes to see Blonsky stomp away.

* * *

Through some of the smoking wreckage four mechanical tentacles burst out and pulled the unconscious form of Otto Octavious from out of the metal debris. The tentacles began to talk to each other and then they suddenly rose up and began to walk away dragging Otto with them.

* * *

**New York: Manhattan**

"Gwen if you get this message please call me back….I'm Sorry I…..please just call bye" said Spider-man closing his cell phone, "DAMN IT…that's the fifth message…..it's been three weeks since the whole Sandman thing, she must really be pissed at me for blowing off the Baxter Building job, but….I had to stop Marko….or else he would have killed Lincoln and countless other people" he said out loud, trying to reassure himself that he had made the right choice. Perched on a flag pole, Spider-man looked at all the people down below. Seeing that everything was running smoothly he jumped off and shot a web.

Swinging through the city he noticed how things seemed unusually calm and quiet.

"Quiet…a little too quiet….no muggings….cries for help…..nothing….I should be happy, maybe this is a sign telling me I need to go home and try to fix my life...Whoooo" went Spider-man as he landed on the side of a building, "Why did I just get a cold shiver run through my spine" he said

"Spider sense" he said "Well ask for trouble and receive trouble" . Spider-man fired a web and followed to where his spider sense was pointing.

* * *

Spider-man landed on one of the tallest buildings in the city, and this particular building could over look the entire city. Crawling up the wall his spider sense started to intensify.

_'Feels like…..it's coming from the top….why did it just get colder all of a sudden' _he thought. Reaching the top Spider-man peeked over the edge and his eyes widened….there standing across the rooftop close to the edge, looking at they city, was a very seductively dressed woman in an elegant tight green dress, with a helmet that looked like it had spikes going in every direction.

'_Whoa'_ he thought, but as he was looking at her a swirling green mist formed behind her. The mist began to take shape into a man in a green and yellow body armor and a helmet with long curved horns sticking out, the man also had a strange looking staff.

"Everything is in order my daughter the beast is on his way here….now al I need from you are your undead warriors"

"Very well Father, I shall lend you an array of my undead warriors" said Hela raising her hands.

"Thank you my daughter, and I promise you the chaos will be glorious"

"Ah….It warms my heart to see a Father and daughter bonding" said Spider-man from behind them.

Loki and Hela turned and saw him crouched on the edge.

"But usually a Father promises his daughter a Pony, or Ice Cream….not glorious chaos" he quipped.

"Who are you mortal" demand Loki

"I was about to ask you the same thing"

"I am Loki: The God of Mischief"

"O….kay…..I think there's a mental hospital close to here…oviously they're missing a patient…hey if we hurry and get you back maybe you'll be in time for apple…" he started but jumped as Loki raised his hand and a magical energy blast shot out. Spider-man sailed in the air and then brought both feet down onto Loki's face making him stumbling back. Spider-man flipped off of Loki's face and shot a web at Hela, who teleported out of the way.

"Whoa….that was new" he said

"YOU DARE STRIKE A GOD YOU FILTHY MORTAL" shouted Loki running towards Spider-man and trying to strike him with the staff. Spider-man flipped over the strike and shot some webs in Loki's eyes.

"AHHH" he shouted.

While Loki and Spider-man were fighting Hela appeared back in her spot and continued to chant. Her hands glowed a deep green hue and then she looked up in the sky. The sky glowed green for a moment, before a giant green portal formed in the sky.

"HEY LADY WHAT THE HELL ARE YOU DOING" shouted Spider-man quickly looking up.

Ignoring Spider-man, Hela turned to Loki.

"It is done" she simply said and then she vanished in a flash of Green.

"Just what the Hell is going on"

"MUWAHHAHAHAHAHAHAHAHAH…THE DESTRUCTION OF YOUR DIMENSION MORTAL" laughed Loki. From the sky half decomposed men in battle armor, with helmets, swords and shields, began to fall down all across the city and started attacking people. On the roof dozens of undead warriors landed and surrounded Spider-man, and they all were snarling or growling at him.

"KILL HIM MY WARRIORS! BRING ME HIS HEAD!" yelled Loki. The undead warriors charged at the wall crawler.

"Great…..it's one of those days" he said, readying himself for an intense battle.

* * *

**S.H.I.E.L.D: Helicarrier: Workout Room**

"HA!" yelled Sharon as she threw a kick, Steve blocked the kick and then grabbed her by the shirt and flipped her over his hip, but she grabbed him as he flipped her and they both fell to the ground, with Steve on top of her.

"….I say that's a draw Cap"

"I'm inclined to agree Agent Carter" replied Steve. They both started to lean in closer for a kiss, when the doors opened and Agent Danvers walked in.

"HEY…..Uh…..I hope I'm not interrupting"

"NO!" they both replied quickly before breaking apart and standing up.

"Good, we got a situation"

* * *

**S.H.I.E.L.D Helicarrier: Main Deck**

"What's the problem" asked Steve as he entered the main deck.

"A S.H.I.E.L.D Helicarrier just went down jut on the outskirts of Jersey" replied Agent Maria Hill.

"What caused it"

"Hold on we're tapping into the security feed of the Helicarrier before it went down…..here" she said as the image appeared on the large computer screen.

The image of Blonsky transforming and destroying the Helicarrier went up on the screen.

"GOOD LORD!" said Sharon "Where is Blonsky now"

"We don't…." started Maria but she was interrupted by an alarm going off.

"What was that" asked Steve

"Something strange is happening in Manhattan….What the hell" she whispered looking at Manhattan on the screen being overrun with undead asgardian warriors.

"Are those"

"Yes" came Fury's gruff reply. Everyone turned to see him walk into the main deck and take command, "Rogers I hope you're rested because today is the day the Avengers make themselves known".

* * *

**Manhattan**

"RUN! ZOMBIES! AHHHHHHHHHHHHHH!" several civilians shouted out as they ran for their lives. The undead asgardian warriors were attacking anything that was moving. Up on the roof Spider-man was in the fight of his life. As he fought the undead warriors Loki was still firing magical blast at him.

"Hold Still you miserable Arachnid no one strikes Loki and lives" he said shooting blast after blast at him. Spider-man jumped out of the way but as he landed, he had to lean back to avoid a swipe from a sword. Hand springing away Spider-man punched the nearest warrior sending it flying back, but as he knocked back one eight more took it's place.

'_Too Many…..SPIDER SENSE!' _

Rolling to the side he avoided another strike, shooting a web at the undead warrior in front of him he pulled him in for a punch, but at that moment Loki fired a powerful magical blast at him, and he had no time to dodge it, so he pulled the warrior in front him. The force of the blast blew apart the asgardian warrior and propelled Spider-man off the roof and onto the hood of a parked car down below.

* * *

"Ugh…Oh Sh!" he started as he flipped off the car just in time to avoid a undead asgardian warrior trying to plunge his sword into him. Spider-man jumped and kick the Asgardian in the face knocking it's head off. He stood on the car and looked around. As Loki promised chaos was everywhere….undead Asgardian warriors were running amok attacking and destroying everything.

"Its like something out of a B rated zombie movie" he said. Looking up he saw the green portal in the sky, "That's the source…but I'm guessing the only way to close it is through that green garbed bastard Loki"

"HELP!"

Turning to the sound he saw a man about to be sliced in half. Firing a web that connected to the Asgardian Spider-man yanked him back.

"RUN!' he shouted at the man.

Dozens of undead Asgardian warriors started to charge at Spider-man

'_Well I called it….today is gonna be one of those days'_ he thought. But right before they got close to him a red shield came flying into view and hit several of the undead warriors and knocked them down. Spider-man followed the shield as it ricochet off of a pole then a car and then finally it was caught by a man in a red white and blue costume with a giant star on his chest and an A on his forehead.

"Okay" said Spider-man looking at the man.

"AVENGERS ASSEMBLE!" the man cried out. Suddenly from behind him a man glowed blue before he started to grow taller and taller until he stood about 60ft in the air. The Giant Man then stepped forward and stepped on dozens of the Asgardian warriors crushing them. Next a flying red and gold metal man flew into view and started shooting energy blast taking out 10 undead warriors at a time. A woman in a skin tight black and yellow costume stepped forward and started to shrink and she started to grow wings from out of her back. She flew around a shot yellow blast at the undead warriors.

"Who the hell are these people" said Spider-man to himself as he watched them fight the undead Asgardians.

_'Spider sense' _he thought, while back flipping to avoid a warrior that was trying to grab him from behind.

"KID GET THE HELL OUT OF THE WAY!" a woman yelled out just a energy blast came from her weapon and blowing up the warrior, narrowly missing Spider-man in the process.

"ARE YOU TRYING TO KILL ME I SAW HIM COMING!" Spider-man shouted turning to the woman, "Agent Hill I should've know"

"I gave you fair warning kid" she replied while shooting another undead warrior.

"SPIDER-MAN!"

"Agent Danvers….finally someone sensible I can talk to….what is S.H.I.E.L.D doing here"

"WHAT DO YOU THINK IDIOT!" Agent Hill interjected.

"I see your personality still hasen't changed….who are they new recruits" asked Spider-man fighting the warriors as well.

"Something Like that" replied Agent Danvers shooting at the zombies, "They are the new strike force"

"Who are they"

"Iron Man, Wasp, Giant Man, and Captain America"

"Cap….you mean THE CAPTAIN AMERICA from WWII"

"You know your history…the exact same"

"But how"

"THAT"S CLASSIFIED KID" shouted Agent Hill "Damn it there's no end to these things….where the hell are they coming from"

"LOOK UP" shouted Spider-man kicking a warrior in the stomach, and pointing towards the sky.

"The hell is that" replied Agent Danvers

"Some type of portal…..I was swinging around when I cam across some crazy guy named Loki…who claims to be a God…he had his daughter create that portal" said Spider-man shooting a web at an zombie and yanking him into a group of charging warriors. Agent Danvers put her hand on her earpiece and radioed the Helicarrier.

"FURY THIS IS DANVERS WE HAVE AN ID ON WHO'S BEHIND THIS….IT'S LOKI!" she said.

* * *

**Broxton Okalahoma**

"So Jane where would you like to go for our date"

"…"

"Jane"

"huh…oh Don….I didn't even hear you"

"It's okay…what's up"

"I was just watching the news there's something strange happening in New York"

"What….oh" said Donald looking at the television.

* * *

**T.V. **

_If you are just joining us, we warn you the images you see may be unsuitable for small children. Chaos has erupted in New York at it looks like it crawled right out of a zombie movie. We are now heading into the second our since these strangely dressed decomposing Viking men appeared and started attacking people. But while the zombies are attack it appears several people…..people with strange abilities are trying their best to repel the attack. As you can see here there is a man that is 60ft tall stepping on the zombies, a woman the size of a fly, a man in a metal suit flying around, and a Man with a Shield and in a strange American colored suit…..and let's not forget New York's own resident vigilante/hero Spider-Man…..we take you now Live…_

_

* * *

_

**Broxton**

"Damn you Hela…..you're behind this…..and wherever you are Loki, isn't too far away" Donald whispered to himself.

"Jane listen we are gonna have to reschedule our date"

"Why Don"

"Some family issues just came up" he replied

* * *

**Few Minutes Later: Home of Donald Blake**

Donald got out of his modest car and entered his modest two story house that was practically in the middle of nowhere, there wasn't a neighbor for miles. Flipping the light on Donald went directly to his basement. Going down the steps he entered his basement and turned on the single light. The light illuminates the completely bare basement. The basement was empty except for one item; a stick. The stick was strangely curved in nature, and it was jammed into the ground. Donald took in a deep breathe and approached the stick. He told hold of it and pulled it from the ground. He then rushed up the steps and back outside of his house.

Once outside took a few steps away from his house until he was standing in an open area. He tapped the stick three times on the ground and suddenly it magically transformed into a oddly shaped square metal hammer. Donald held up the Hammer to the sky.

"Here we go" he said to himself. Suddenly the wind began to pick up and starting whipping around violently, dark clouds began to form over head. The unmistakable sound of lightening began fill the air. Just then a single lightening bolt came down from the sky and hit the hammer. The lightening coursed through the hammer and Donald began to go through a glorious transformation.

He began to grow in height from his 5'9 to a staggering 6'6, His hair began to grow longer and longer until it flowed behind him. His muscles began to expand and become powerful and defined. His attire changed from his doctors out fit, to a long red cape. From his white shirt and black pants , to chain mail armor with a blue vest for a cover with six giant silver button on the front, and blue pants. His black dress shoes transformed into metal boots that came up to his knees, and then finally to complete the look was a helmet that had wings coming out of the sides. The new man made the lightening stop. Once in the open field stood Dr. Donald Blake and now there only stood THOR: The Norse God of Lightening and he was pissed.

"Loki" said Thor. He then winded his arm and then threw his hammer with all of his might. The force of his throw dragged him along with the hammer, giving the appearance of flying. Thor sailed through the air with the intentions of stopping his mischievous half-brother.

* * *

**Manhattan**

Captain America charged shield first into one of the undead warriors knocking him back. He then cart wheeled and threw his shield. The shield flew with perfect accuracy and hit seven undead warriors square in the face. While the Shield was doing its job, Cap was still fighting the warriors. He ducked up a strike and retaliated with a powerful uppercut, then abruptly turned and threw a perfect kick that struck a zombie in the stomach. His shield then came flying back to him in time for him to catch it and block a sword strike, he hit the zombie with the shield knocking it down, Cap then grabbed his shield and brought down like a guillotine chopping the undead warriors head off. He then looked up and saw that the undead warriors only kept multiplying. He then touched his earpiece.

"Avengers regroup, toward me" he said. Iron Man flew in low still shooting his repulsor rays.

"So Cap….got a plan…cause you know if you don't I have a couple" said Iron man landing next to him.

"I working on a few" replied Cap. Giant Man came stopping over with a dozen of undead warriors in his hands, he slammed his hands down on the ground crushing them. He then shrunk down to his regular size.

"This is getting us nowhere….the more of these creatures I crush twenty more take it's place"

"No kidding Hank" came Jan's response as she flew around his head, "So Guys any bright ideas"

"I got one" came a voice. They looked to the left and saw Spider-man swing into view followed by Agent Danvers, and Agent Hill.

"Who are you" asked Hank

"Don't you watch the news"

"No I don't"

"Well it's not important right now what is important is closing that damn hole in the sky, it's where the these damn things are coming from"

"Yeah I was wondering about that" replied Iron Man "Don't worry I got this….suit convert power to uni-beam" he said. Iron Man suit responded by a powering up sound coming from his chest. He then aimed his chest at the sky and a giant repulsor beam was unleashed. The beam entered the portal. The portal glowed green and then shot the beam back out at Iron Man. The beam hit him sending him flying back, and skidding across the ground.

"Okay…..plan A didn't work…..any thoughts on a plan B" he said.

"Carol any word from Fury" asked Agent Hill

"He's said just keep fighting"

"Fighting is getting us nowhere we have to close that thing" came Wasp's reply

"Loki" said Spider-man causing everyone to turn to him, "This Portal was created Loki…if we can take him out we take out the portal….at least I hope"

"Who's Loki" asked Jan.

"That would be me MORTALS" came Loki's response. Everyone turned around to see Loki standing there with that twisted smile on his face.

"Allow me to introduce myself I AM LOKI: THE GOD OF MISCHIEF and fight all you like Mortals you can not close the portal this realm belongs to me"

"I don't think so" said Cap Defiantly  
"Oh but I do…AHHHHHH!" he yelled. He turned to see Iron Man with his hand extended and his palm smoking from the recently fired repulsor blast, "Are you sure you're a God….I thought God's don't feel pain"

"YOU DARE TO MOCK ME" shouted Loki returning fire with staff. Iron Man flew out of the way and shot two more repulsor blast.

"AVENGERS ATTACK!" shouted Cap throwing his Shield. Loki saw it coming and teleported out of the way. He appeared a few feet away and was about to Shoot Cap. When the Wasp flew around his face zapping him. He didn't register the stings, but he did grow annoyed the attempts to strike him. Spider-man then swung in and tried to kick him in the chest, but when he kicked him Loki didn't even stumble this time and Spider-man was stuck to his chest.

"Uh oh" he said. Thinking quick he used his strength, and sticking abilities and he quickly leaned back and with his feet attached to Loki's chest he launched him in the air.

"GIANT GUY!" Spider-man shouted out. Hank catching on quickly grew to about 30ft and brought his fist down on the airborne Loki, knocking him down to the ground.

**RUUUMMMBLE! **Shook the ground suddenly green Loki burst from the hole with his magical energy flaring around him, he directed a blast to hit and trap everyone.

"I GROW TIRED OF THIS BATTLE MORTALS!" shouted Loki bringing the Avengers and Spider-man forward, he had them trapped.

"Well this isn't Good" said Spider-man

"You can say that again" replied Agent Danvers.

Just then the sky began to darken and thunder could be heard.

"Ah…..My dear brother has arrived"

From the Sky a several powerful Lightening bolts hit the giant portal in the sky. The portal began to ripple and then it shrunk and closed. The dark clouds parted and Thor descended down in front of the trapped Avengers.

"Whoa" said Janet looking at Thor

"Friend of yours Agent Danvers"

"I like you all to meet our newest member THOR" she said loudly so everyone could hear.

"THOR" repeated Iron Man _' that must be the Blake guy Fury was talking about…..he was right I would've believed him'_ he thought

"LOKI….THOU HAST CAUSED ENOUGH MISCHIEF RELEASE THEM NOW!" shouted Thor.

"But of course dear brother they were not my intended target….you were"

"I am Here Brother"

"Odin did a good job of hiding you brother it took a lot of effort to locate you"

"Why hast you seeked me out Loki"

"Can't I just miss my dear brother Thor, the greatest warrior Asgard has ever had"

"LOKI I grow tired of your games"

"Your Hammer brother…..Mjolnir is essential to my plans…..but atlas you were banished and you took it with you…It order to find Mjolnir I had to find you….and like a Moth to the flame you came running to trouble"

"Your plans make no sense brother you know you can't wield Mjolnir only those that are worthy and has the heart of a true hero can wield it"

"You let me worry about that" replied Loki

"Well here is my Hammer Loki come and retrieve it"

"Oh Brother I know I can not defeat you in battle but I believe my beast can" said Loki. At that moment a loud thumping sound could be heard. Everyone tried to locate the noise but it was too late. Blonksy came charging into view and he jumped. He sailed through the air slammed into Thor with extremely force sending both of them crashing to the ground.

"Have fun dear Brother…..MUWAHHAHAHAHAHAHAHA" laughed Loki before he vanished. The magical hold he had on the Avengers and Spider-man ceased and they all dropped to the ground.

"WAS THAT THE HULK!" shouted Spider-man

"No someone worse…Emil Blonsky…somehow he has transformed into that" replied Agent Hill.

* * *

Blonsky raised his massive fist and began to pound on Thor's face. **WHACK! WHACK!**

"HA YOU DON"T SEEM TOUGH BLONDIE!" he growled. Thor responded by grabbing Blonsky's oncoming fist, he then smacked Blonsky in the face hard with Mjolnir, sending Blonsky flying back. Blonsky skidded back across the ground, but he dug his feet in the ground stopping his sliding then stood up and wiped his mouth of the blood on the side.

"FINALLY A REAL FIGHT!" he shouted with a smile on his face. He jumped in the air and came down unimaginable force. The force of his landing cracked the ground and sent a shockwave across it as well, The Avengers, and Spider-man all fell to a knee as the ground shook. Blonsky picked up a cracked piece of the ground and hurled it a Thor. Thor held up Mjonlir and a bolt of lightening appeared and blew the chunk apart, but it was a ruse. Blonsky was already charging in with a punch that nailed Thor in the mouth hard, sending him crashing through a building.

* * *

"Okay….this day is turning out to be weird as hell….Gods, Abominations…..and Undead warriors" said Spider-man rising to his feet.

"We have to stop this monster before he destroys anything else" said Cap as he too stood and gripped the straps of his Shield tightly, "AVENGERS FOLLOW ME!" he shouted charging in.

"You heard the man" replied Iron man taking to the sky and flying behind Captain America.

* * *

"HA I'M INVINCIBLE!" shouted Blonsky

"Not Quite" came a voice. He turned to see a man with a circular shield with a star in the center jump up and ram him with the shield. Blonsky stumbled back. Cap rolled across the ground to his feet to face Blonsky.

"You got some balls I'll give you that"

"That's not he has, freak show, he also has friends" said Iron Man shooting his repulsor rays at Blonsky. The force launched Blonsky in the air, where he landed in the fist of Giant Man. Giant man then closed his fist and began to squeeze with all his might, but Blonsky was resisting. Blonsky pushed Hank's fist apart enough to jump and punch him in the face. The punch sent Giant Man stumble back into a building. Blonsky then Jumped and slammed his knees into his stomach.

"ACK!" went Hank feeling the force of the blow.

"HANK!" shouted Janet shrinking down and flying towards Blonsky and shooting him in the face.

"Man what is it gonna take to bring Blonsky down…he's as strong as the Hulk" said Agent Danvers looking on.

"But he's still relatively human right" asked Spider-man

"Does he look human Kid" responded Agent Hill

"Look just work with me here….I might have a plan, but first do you have two extra earpieces"

"Look S.H.I.E.L.D equipment is for S.H.I.E.L.D agents only and If….." started Agent Hill

"Here ya go I hope this plan of yours works" interrupted Agent Danvers tossing him the earpieces

"Yeah Me too…..now I need you two to go keep him busy and do try to stay alive" Spider-man said jumping in the air and swinging to where Thor had landed.

"Easier said then done" Agent Danvers said and she raised her energy gun and ran towards Blonsky.

* * *

Spider-man swung through the hole that Thor had created when Blonsky hit him. He looked around and saw Thor rising to his feet, with an angry scowl on his face.

"Vile Creature" he said to himself

"Hey are you alright"

"I am….I have endure far worse strikes" replied Thor walking forward, he was about to exit the hole when he felt a web connect to his arm. Thor turned to Spider-man

"Who are You Mortal"

"The names Spider-man and I hope you don't plan to go back out there"

"Of course….I must defeat my brother's latest act of Mischief"

"Look going back out and slugging it out with big green and ugly is gonna get us nowhere, it will only lead to more people injured and more property damage"

"Thou hast a point"

"Good to see we're on the same page, look I have a plan and I need your help"

"What is thou plan Spider-man"

"Here take this earpiece" said Spider-man handing him the earpiece, "Now here's what we're gonna do"

* * *

**Down below on the street**

Blonsky grabbed a hold of Iron Man and then punched him in the face plate, he then grabbed his arm and tossed him away. Cap seeing Iron man being tossed away flipped in the air and brought both feet down on Blonsky's head while he was distracted. Blonsky turned and tried to hit Cap, but he ducked, and sprung up shield first into Blonsky's face again. Blonsky stumbled back and growled, he quickly brought his fist around and punched Cap sending him flying back, luckily though Cap saw the blow coming and brought his shield up in time for it to absorb the blow.

"Hey can anyone here me" asked Spider-man tapping the earpiece.

"Loud and Clear kid" said Agent Hill "Now what's this plan of yours"

"Who is this" asked Iron Man standing up

"It doesn't matter who I am, but what does matter is that I have a plan on how to end this fight, that is if you guys are willing to listen"

"I'm all for a plan" responded Janet

"We are Listening" said Captain America with authority.

"Good…..Now listen this is how it's gonna go…..Danvers, Hill and I will distract him and lead him over to you insect lady"

"It's the Wasp"

"Whatever…..you'll shrink down and fly into his ear and start zapping away….from there while he is distracted Cap you knock him towards Metal Man"

"Iron Man"

"WHATEVER!...from there Iron Man you'll do that chest blast thing again and knock him towards the sky"

"I don't know if I can I'm running low on power the most I can probably get him is about 30 ft in the air"

"That's fine Iron Man…I'll take care of the rest…..how far in the air do you need him" asked Giant Man as he recovered.

"High enough to where those Dark clouds are rumbling" replied Spider-man

The Avengers looked up and saw the dark clouds

"Let me guess Thor is up there" asked Captain America

"Now you guys are catching on….let's do this"

* * *

ZAP! ZAP! The energy blast from Carol and Maria's gun bounced off of his thick skin. Blonsky smiled at the two and brought hinds hands back he then slammed them together and the shockwave from the force of his clap knocked both of them away and to the ground. Blonsky then grabbed another piece of the cracked ground and he jumped in the air with it over his head and had every intention of crushing the downed Agents. As he was midway to crushing them Spider-man swung in and kicked him the side throwing off his trajectory making him miss by a mile. Blonsky looked over and saw Spider-man land a few feet away from him.

"YOU AGAIN"

"Me again"

Blonsky growled and charged, Spider-man using his spider sense and agility dodged every single blow. While Blonsky was trying to hit him he didn't notice he was being lead away from Carol and Maria, and he didn't notice the Wasp flying towards his exposed ear. The Wasp entered his and started zapping away at his eardrum.

"YAHHHHHHH! ARGH!" shouted Blonsky in absolute pain grabbing the sides of his head. The Wasp zapped him a dozen times and then slipped out of his ear. Blonsky was still grabbing his and still reeling from the pain so he didn't see Captain America charge full speed at him. Cap with all of his might rammed his Shield into Blonksy's face knocking him back and turning him around to face Iron Man.

"Suit Uni-Beam" he said. Vibrate blue repulse energy rocketed from Iron Man's chest again, and hit Blonsky square in the chest and into the air. As he was in the air 30ft Giant Man appeared and with all of his might he punched Blonsky and sent him flying towards the clouds.

"THOR IT'S ALL ON YOU!" shouted Spider-man looking up. Blue lightening started to crackle around the clouds until and giant lightening bolt came towards the flying Blonsky. The lightening hit him and sent him plummeting to the ground and into a crater while shocking him at the same time.

* * *

The Avengers and Spider-man cautiously walked towards the crater and saw Blonsky who was burnt to a crisp. Thor descended to the ground and stood next Captain America.

"Is he dead" asked Agent Hill.

"ARGH!" shouted the burnt Blonsky as he attempted to stand to his feet.

"Jesus this guy won't quit" said Iron Man.

"Y-Y-YOU T-THINK A-A LITTLE LIGHTENING C-CAN STOP ME!" stuttered Blonsky painfully rising to his feet. Thor saw Blonsky getting to his feet and brought Mjolnir back and with a mighty toss he threw it at Blonsky. The Hammer hit Blonsky square in the mouth knocking back down to the ground unconscious.

"The Beast has been defeated" said Thor holding out his out his hand and making Mjolnir return to him.

"Ugh…finally" said Agent Danvers

"Good Work Team" said Captain America looking up at Thor and the rest of the Avengers. He then turned towards Spider-man, "Young Man, I'm impressed that you came up with such a plan in a short span of time….what is your name"

"It's Spider-man"

"Well Spider-man we could use someone like you on the Avengers"

"Sorry Cap….teams and me don't mix, Fury and I already had this discussion, though I will be around to help you guys if you ever need it again"

WHOOOOOOOO WHOOOOOO WHOOO went the sound of police sirens in the distance.

"Well folks that's my cue" said Spider-man as he jumped in the air and fired a web line and swung away, but before he left he shouted out one last thing "HEY HILL THAT'S THE SECOND TIME I'VE SAVED YOUR LIFE!"

"SHUT IT YOU BRAT!" she responded. Agent Danvers let out a laugh.

"He's Cocky…I like him" said Iron Man watching Spider-man swing away.

* * *

**The Next Day**

Every News and media outlet and the majority of the citizens in the city were gathered in front a podium that was in front of a gate that led to a very lavish Mansion. At the podium was a very attractive woman, in a tight business outfit. She had long black hair with a few red streaks in the front. She had glasses to cover her big brown eyes, and she had on a red lipstick. Standing behind the woman was: Captain America, Thor, Iron Man, Giant Man and The Wasp.

Standing out in the crowd of people was Peter and Ben Urich.

"Jeez Is the whole state here"

"Peter the whole damn world is tuned in to this press conference, after what happened yesterday this is history in the making and we have a front row seat"

"AHEM!...Ladies and Gentlemen please settle down" the woman started and immediately all of the talking stopped, "Thank you, my name is Victoria Hand and I'm here as a representative of the U.S. Government. I am here to tell you all that yesterday's attack was that of a terrorist organization, but as to which organization it was, that it still being looked into and we will get to the bottom of it as quickly as possible, but ladies and gentlemen that is only one part of what I came here to tell you today. I came here to tell everyone watching around the world that times are changing…..threats to our country to our world are becoming greater and more bolder as you can tell from yesterday. But Ladies and Gentlemen I came here to tell you that you should not be afraid. Don't be afraid, because fear shows weakness and we are not weak, we are strong and we are defiant, the organization that dared to attack us was thwarted thanks to the timely intervention of America's newest super hero team. This team was hand picked by the government because of their unique talents and love for their county and dislike to anyone who tries to disrupt the peace around the world. Behind me are those individuals. They risked their lives to stop a threat that could have cause the destruction of countless lives, and they did it for you America and they are going to continue to do it for the World, for Peace. So without further adieu allow me to introduce the newest keepers of peace, allow me to introduce to you: CAPTAIN AMERICA, THOR, IRON MAN, GIANT MAN AND THE WASP…...THE AVENGERS!" Victoria shouted. Immediately the entire crowd began to clap and cheer.

"WHOOOHOOOOO!" came Cheers and whistles. Also along with the cheers, the media and news outlets began to take pictures and shout out questions. Peter looked around at the cheering crowd.

"Well….it looks like things just got a little more interesting around here" he said to himself and he raised his camera and took a picture.

* * *

**Las Vegas, Nevada**

In a liar deep beneath one of the many casinos in the city of sin, stood two people facing each other. The first was a man with a package in his hands and an eye patch over his left eye. The other was a woman in a tight revealing green dress.

"Fury you impress me….and mortals usually don't impress me" came Hela's voice

"I'm happy that I've made such an impression on you" Fury replied sarcastically.

"Now Fury is that anyway to treat you're partner"

"We are not partners nor are we anything other two people who are helping each other to further their own plans"

"How right you are…I've kept my end of the Deal…..I tricked Loki; which was no easy feat…and I made him reveal Thor, so he could join your little team…..now it's your turn to keep up your end….my cloak"

Fury narrowed his eyes and then heaved a heavy sigh. He tossed the package that was in his hands at Hela. Hela held up her hand and the package halted in mid air, with another wave the packaging began to rip off until the only thing left was green cloak. The cloak went flying towards Hela and she caught it and quickly put it on.

"AH YES….I FEEL MY FULL POWER RETURNING TO ME!" she shouted in absolute joy.

"Our business is done" said Fury turning around and attempting to leave.

"FURY WAIT!...how did you know I wouldn't kill you the moment you entered my lair" she asked.

"Because Hela…we had a deal…..and what kind of Goddess would you be if you didn't keep your word"

"Fury you know that if anyone was to find out about our little arrangement…and the pact that your Avengers team was built upon…..you realize you'll be hated and hunted"

"I know…but I'm doing everything for the greater good….no one can see what I see….I'm doing everything with the best intention of keeping everyone safe and if that means making a deal with the devil then so be it I'll pay that price…now I believe our business is done" said Fury gruffly before turning around and leaving.

"Well Fury, you know what they say; The road to hell is paved with…..good intentions….HA…HAHA..HAHAHAHAHAHAHAHA!" she started to giggle. Soon her giggles turned into a full evil laugh as it echoed throughout her lair.

* * *

**Read and Review: ****Hey everyone it's me….and I got to say whew, If I remember correctly I said last chapter was the longest I've written to date…..I retract that statement….This is the longest chapter I've written to date…..I mean this was a giant beast to write…..but I got through it and I hope all of you enjoyed it. I tried to make this chapter better than the last…..I tried to make the fights more epic and the villains more evil. SO I hope I did a good job, so just to say it again, drop me a review and let me know what you thought was it epic or was it weak….and then you guys can meet me back here for the next installment...this is Nomad88 saying MERRY CHRISTMAS! and HAPPY NEW YEAR!, so folks see you next time…..**

**Ps: Hey just to let everyone know again I've started a new story it's called Batman Beyond Volume 1, if you haven't checked it out yet I urge you readers to do so and let me know what you think…..I just posted the second chapter so I hope everyone reviews and enjoys it enough to return for the next chapter and to see what I have planned for the Bat universe…..so once again this is me saying until time…..**


	28. Family Affairs

**Disclaimer: I DO NOT in ANY FORM or FASHION OWN these CHARACTERS….I repeat I DO NOT OWN CHARACTERS, all of the credit goes to STAN LEE, MARVEL, and DISNEY they take ownership I AM IN NO WAY making any MONEY of this story…I Repeat NO MONEY….so please don't sue….thanks…..now on with the story.**

**Hey Readers it's me back with a brand new chapter, I'm happy everyone is enjoying this long and vast tale that I'm telling and I only hope you all continue to read. Review( Feedback I like feedback). ****And most importantly enjoy…..**

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** Chapter 23: Family Affairs **

**House of Todd and Michelle Boomer**

"Mom do I have to go to school today…can't I stay home" asked the 9 year old Tyler Boomer.

"Yes you have to go Tyler school is important….why don't you want to go"

"He doesn't want to go because the kids pick on him and call him names" said, Tyler's 8 year old sister Courtney Boomer.

"Did you tell the principle?"

'That's only gonna make it worse mom"

"Oh honey ignore them they tease you because they are jealous" she replied leaning down and kissing him on the head.

"I really hate it when they call me names"

"COME ON TYLER!...here comes the bus" said Courtney as she ran out of the house and to the bus stop. Tyler slowly exited his house and went to the bus stop, just as the bus pulled up. Michelle stepped out of the house and watched her kids get onto the bus.

* * *

Down the street a man about 6'3, with a grey trench coat pulled tightly on his body, stood watching Tyler and Courtney get on the bus. The man allowed a small smile to creep along his face as he saw the kids. The man then turned his gaze to Michelle and he frowned a little bit. The bus started to move and make its way towards him. The man pulled his coat tighter and turned away, so the driver couldn't see his face. The bus passed him quickly and made its way to the elementary school that Tyler and Courtney attended. The man turned around again once the bus disappeared around the courner, he turned his eyes back to Michelle, who was already turning and heading back into the house.

"Michelle" the man whispered, before looking around and spotting a payphone. Looking up and down the street he saw that it wasn't that busy so he made his way over to the pay phone. He reached into the trench coat and pulled out a few quarters and put them in the payphone. Next the man used his sharp talon like nails to dial a set of numbers he had recently memorized.

* * *

**RING! RING!** Went the telephone

"I hope that's not a bill collector" said Michelle going over to the phone and looking at the ID, but she saw a number she didn't recognize. Shrugging her shoulders she picked up the phone.

"Hello"

"Michelle"

"Mac….I'm hanging up now"

"NO!...WAIT MICHELLE…J-JUST WAIT A GODDAMN MINUTE….I just want to talk for 5 minutes is that so hard"

"…..fine…..what is it"

"I want to see my kids…..and I want to see you"

"Yeah that's not gonna happen"

"Why not….why are you doing this to me Michelle you know I love you and those kids"

"Mac this is not about love…..this is about what's best for the kids and for me and Mac you're no good"

"I'm….I'm no…YOU BITCH! YOU PROMISED YOU WOULD WAIT FOR ME…..YOU SAID YOU WOULD WAIT!"

"That was before I realized that there was no way I could raise three kids on my own, while your ass was in jail…..times got hard Mac and I'm talking some real, real hard times….I had to move on…..Thank God for Todd"

"Do you love him"

"Of course I do….he's a good man Mac and he loves the kids to death"

"But he's not their Father I am"

"No he is their father…..you Mac…..you're just the donor. God I should've listened to my mother….you're a loser Mac, a two bit loser with a temper. Goodbye….and don't ever call me again" said Michelle hanging up the phone.

* * *

"MICHELLE! MICHELLE!...DAMN YOU!" shouted Gargan crushing the phone in his clawed hand. Growling in anger he grabbed ahold of the payphone and ripped it from the ground with ease. He then tossed the payphone down the street scarring a couple that was walking past. Looking around Gargan saw that people were starting to stare at him, so he made a dash for alley that was up ahead. He entered the alley and with one mighty leap, he lept to the top of a nearby building and he ran across the rooftop at full speed.

'_Fine…if she won't let me see them voluntarily then I'll just take them…and her'_ Mac thought as he ran.

* * *

**Franklin Elementary School: Recess**

"Hey there's that loser now let's go get him" said a young boy as he and his gang of 3 boys went over to Tyler Boomer who was sitting by himself.

"HEY LOSER COME HERE!"

Tyler seeing the boys coming towards him started to run in the opposite direction as fast as he could.

-Running around the school Tyler came to a stop because he had ran into a dead end.

"End of the line loser"

"COME ON I'LL FIGHT YOU PUNKS!" shouted Tyler bravely while putting up his fist. The boys charged at Tyler, but right before they could reach him a man in a trench coat landed in front of him. The man looked at the boys and a grin formed along his mouth. From behind him a tail cam into view, it was scaly, curved and long and it had a 9 inch red stinger at its end.

"GET OUT OF HERE!" hissed the man.

"RUN!" the boys shouted as they all started to turn and run away in fear. Tyler looked at the man's tail and tried to run around him and out of the dead end, but the man's tail moved with lightening speed and wrapped around Tyler, and lifted him up.

"HELP! HELP!" Tyler yelled out

"QUIET!" the man growled at him, as he crouched low and jumped over the wall and disappeared with Tyler.

* * *

**20minutes later**

Michelle and Todd Boomer burst through the doors of Franklin Elementary School and made their way straight to the principle's office, where the Principle and the police were waiting for their arrival.

"WHERE IS MY SON!" shouted Michelle visibly angry

"Mrs. Boomer please calm down" said the Principle

"CALM! HOW CAN I BE CALM WHEN I GET A CALL SAYING MY SON IS MISSING!"

"Mrs. Boomer I'm Captain Stacy of the NYPD and I assure you we will get your son back"

"Where's Courtney" asked Todd

"She's on her way to this office as we speak Mr. Boomer" replied the Principle

"Good….Excuse me Captain Stacy is there any leads as to who took our son" asked Todd turning to the Captain.

"Actually Mr. Boomer our computer speacilist is pulling up a video from one of your campus camera's, we are hopeful that the person responsible left us something to go on" he responded.

Captain Stacy then led the couple to the principle's computer where the new computer tech specialist was pulling up the video.

"Angie, please tell me you got some good news"

"Captain we got lucky…the guy left us his face, but I've ran it through the system and I've got nothing…here take a look" said Angie as she printed off a picture of the man in the trench coat. Captain Stacy took the photo and he looked at man, he then handed the photo Todd and Michelle.

"Mr. and Mrs. Boomer do you recognize this man"

"No" replied Todd looking at the photo and then passing it Michelle. She took the photo and looked at it, she scrunched her eyes as if she recognized who the man was, but ultimately she shook her head, signifying that she didn't know the identity of the man in the photo, but her moment of recognition did not go unnoticed by Captain Stacy.

"So neither of you know this man"

"No we don't" she replied

"….Alright, Angie keep running this photo through our database and see what turns up"

"Yes sir"

"Mr. and Mrs. Boomer I suggest that you take your daughter home and just wait there, for our call we will do everything in our power to get your son back that I promise you" said Captain Stacy with reassurance.

"Thank you Captain" replied Todd.

* * *

**Unknown Location**

"Who are you"

"I'm your Father….Mac Gargan"

"…..No you're not"

"Yes I am"

"My Dad's name is Todd"

"Todd isn't your real Dad I am"

"Why do you have a tail"

"Long story"

"I don't have a tail so I can't be your son"

"I wasn't born with it…its kinda of a new thing"

"Where are we" asked Tyler who was sitting on a beat up old bed in what looked like a dusty run down apartment. The room was small, with only the one bed, a mini fridge, a small TV, and a small bathroom.

"…."

"Where am I"

"My Place"

"I want my mom"

"She'll be here soon enough, Now quit whining"

"What about my sisters and Todd"

"Your sisters can come seeing as how they're my kids too, but that Todd guy isn't part of the plan"

"What are our names"

"What"

"You said you're our father right…..father's know the names of their kids so what are our names"

"Kid your name is Tyler, your sister's name is Courtney, and…..I don't know the other girls name….your mother broke contact with me"

"Her name is Lily"

"Lily"

"Yeah"

"Pretty name"

"Do you have anything to eat"

"Kid do you ever shut up…..listen I'm thinking about how I'm gonna make our family whole again, but I can't do that if you keep opening your mouth, so do me a favor sit there with your mouth close" said Mac

"Why are your fingernails so long"

"ARGH!" grunted Mac grabbing his head in frustration.

* * *

**Later that Night: 9:00pm: NYPD Precinct**

"How long has the kid been gone" asked Spider-man who was sticking to the side of the wall in Captain Stacy's office.

"Since about 11:00 this morning"

"Any leads"

"Just this photo of guy who did the kidnapping"

"Let me see" said Spider-man holding out his hand. Captain Stacy opened the file that was in his hand and he pulled out the photo and gave it to Spider-man. Spider-man looked over the photo with a close eye.

"Does the couple recognized him"

"No…" started Captain Stacy

"Why do I sense a but coming"

"The husband said he didn't recognize him, but I think the wife did…for a second it looked like she knew him, but she brushed it off"

"Has there been a Ransom"

"Nothing yet"

"Is there a unit outside of the house"

"Of course"

"hmmmmm"

Spider-man detached from the wall and went towards the window.

"Where are you going kid"

"To their house…..you said the wife thought she recognized the guy I want to know who she thought was"

"Why"

"Because statistically speaking our first thought is 90% of the time the right one, and plus there's no ransom, right so this has to be about them knowing someone" he said putting his foot on the edge.

"You know kid, my first thought when I saw you was to arrest you"

"I said 90% of the time….not all" replied Spider-man jumping out of the window and shooting a web.

* * *

**Mr. and Mr.s Boomer house**

"I want my son back Todd"

"I know Baby…..and I want him back to, the police are doing everything they can" said Todd as he fed baby Lily her dinner, "But you know something Michelle it would probably help if you told the police who it was in that photo"

"What"

"Come on Michelle, we've been married long enough, to pick up on each other's little quirks, and I saw you recognize that guy, when you looked at that photo….who was he"

"I-I-I don't….."

"Time is of the esscence Mrs. Boomer" came Spider-man's voice as he lowered himself down on a web in front of the couple.

"SPIDER-MAN!" they both shouted in shock

"Hi…I heard about your son I'm here to help you get him back"

"How did you get in here" asked Todd

"Trade secret…now Mrs. Boomer I believe you were about to tell us who you thought the man in the photo looked like"

"I-I-I mean it was only for a split second…..but I don't think he….."

"MICHELLE!" shouted Todd

"Alright….Alright…for a second I thought it was my ex….Mac Gargan…but it couldn't be though Mac is short and funny looking…..the guy in the photo was tall and meanacing" she said going to her purse that was on the counter. She opened her purse and pulled out a wrinkly old photo of her Mac from when they were together, and she gave it to Spider-man.

"THIS GUY!" he exclaimed

"You know him" she asked with wide eyes

"We've met….but how could you think that he was the guy in the photo" asked Spider-man.

"The eyes…..Mac has one blue eye and one green eye" said Michelle

"Why would Mac do something like this" asked Todd

"He called me earlier today" said Michelle rubbing her neck

"WHAT!" shouted Todd standing up

"Yeah he called here saying that he wanted to see the kids…and me, but I basically told him to go screw himself"

"You've had this information the whole time" said Spider-man in disbelief dropping to the ground.

"Look I didn't think Mac would kidnap one of our kids okay…he's a lot of things but he's not a kidnapper"

'_Spider Sense'_ thought Spider-man, cautiously walking towards the window in the living room, he looked outside and saw that the police car that was stationed outside the Boomer's house was open and the officers were sprawled out on the ground unconscious.

"Uh-Oh"

"What is it" asked Todd

"HIDE NOW!" Spider-man shouted, while going over to the lights in the living room and turning them off. Todd thinking quick grabbed Lily and then grabbed Michelle's hand and then ran upstairs. Spider-man quickly went to the kitchen to turn out lights, but just as the light went out the front door was kicked open.

**WHAAAAMM!** Went the door as it flew off the hinges and tumbled across the living room floor.

"MICHELLE!" shouted Gargan, "I'VE COME FOR MY KIDS" he continued to yell as he made his way into the house. Looking around he saw the lights were out, but he did see some light coming from upstairs. Going towards the stairs he was about to go up when he felt two web lines attach to his back and yank him away from the steps, and through the front window and back outside.

Rolling to his feet Gargan looked up to see Spider-man standing in the doorway.

"That's…..far enough Gargan…..what happen to you" asked Spider-man with wide eyes as he got a good look at the new and improved Mac Gargan. Mac was about 6'3 now and he had a broad muscular chest, he had long sharp nails on the ends of his hands, he also had a large hump in the middle of his back, but the hump is where his long and spiked tail was attached.

"YOU…..WHY ARE YOU EVERYWHERE I GO!...WHY!"

"What happened to you….wait….did the Goblin do this to you"

"NO YOU DID!" shouted Gargan before he lunged at Spider-man.

'_Spider AHH!_' thought Spider-man as Gargan tackled him. As they went to the ground Spider-man used his feet to kick to Gargan off of him, and flip up.

'_He's fast….and strong…..maybe stronger than me…too bad he's probably too stupid to realize it…..I've got to end this fight quickly'_ he thought while turning towards Gargan, who had already recovered and was in the middle of spinning around. Gargan's tail lashed out, trying to slash Spider-man, but he jumped out of the way and shot a web that connected to his chest. Spider-man then pulled himself towards Gargan and then punched him in the face. Gargan went flying back crashing into a portrait of Michelle and Todd. Rubbing his jaw Gargan stood up, but to his surprise Spider-man had vanished.

"WHERE ARE YOU" growled Gargan in anger

"You need help Gargan" came Spider-man's voice from all around.

"WHAT I NEED IS FOR YOU TO STOP MESSING WITH MY LIFE!"

"Oh….My…..God….Mac" came Michelle's voice in horror as she looked at him. Gargan turned his gaze to the stairs and he saw Michelle standing at the top.

"MRS. BOOMER RUN!"

Gargan with a mighty leap, jumped towards the stairs , but while he was in mid air two feet slammed into his side knocking him into the kitchen, and crashing into a table.

"MRS. BOOMER GET OUT OF HERE NOW!...HEAD FOR THE POLICE STATION YOU'LL BE SAFE THERE HURRY!"

"O-Okay" she replied scared out of her mind, she ran back to the room where her husband and kids where hiding.

"DAMN YOU SPIDER-MAN!" shouted Gargan as he stood up. Using his tail he wrapped it around the refrigerator and flung it at Spider-man, who back flipped out of the way. Landing in a crouch Spider-man barely had enough time to dodge a powerful blow from the charging Gargan. Spider-man then swept Gargan off of his feet, but Gargan's tail had a mind of it own. As his feet was swept Gargan's tail curled into a spring and caught him, Gargan then brought both his feet back and then using his new strength kicked Spider-man in the face as hard as he could. Spider-man was sent flying back, but as he went back he fired a web line that connected to Gargan's shoulder and he pulled. Spider-man and Gargan went crashing through the side of wall and back into the front yard of the Boomer's house.

* * *

"HURRY UP MICHELLE!" said Todd as he came rushing down the stairs with baby Lily in one hand and Courtney in the other.

"Dad what's going on"

"Don't' worry nothing sweetie just keep your eyes closed"

"Our House" said Michelle as she glanced at the destruction

"We can't worry about that right now, we have to get to safety….I don't know if Spider-man will be able to keep that psychotic ex of yours busy for long…so let's get the hell out of here while we can" Todd continue as the family of four made their way to the garage and to their SUV.

* * *

"Ugh….man" groaned Spider-man, '_Spider sense'_. Quickly rolling to the left Spider-man avoided a stab from Gargan's tail. Gargan's tail pulled itself from out of the ground and tried to stab Spider-man again and again, but Spider-man was able to dodge each strike. Spider-man did a handspring and flipped to his feet he then fired several web balls at Gargan, but too his surprise Gargan dodge all of them, and then he spun around nailing Spider-man in the mouth with his tail. Spider-man was sent flying back into the police car denting the door with his back.

"Ow….he moves like me…his reaction time is incredible" he said to himself while shaking his head, "WHOA!" he suddenly shouted, leaning to the right, he avoided a stab from Gargan's tail.

Just then the garage door to the house opened and bright SUV lights flashed, next a loud screeching sound was heard as the SUV tore out of the garage and sped down the street heading towards the city and the police department.

"NO MICHELLE!" shouted Gargan as started after the SUV, but before he could go to far Spider-man shot a web at his back, Gargan turned to look at the web and then Spider-man.

"You're not going anywhere Gargan"

"I'm getting real sick of you"

"I won't let you hurt those people"

Gargan quickly grabbed hold of the web and yank Spider-man forward. Spider-man spun in mid air and tried to kick Gargan, but Gargan leaned back, and let Spider-man sail over him. As Spider-man missed Gargan straighten and his tail shot out and wrapped around his waist. Gargan's tail slammed Spider-man to the ground, and then into the police car again, and then Gargan spun around a made his tail throw Spider-man through the window of the second floor of the Boomer house.

"That outta teach him" Gargan said to himself," MICHELLE!" he yelled as he tore down the street in the direction the SUV went.

* * *

"Ugh…..aw…okay that one hurt…..get up….come on spidey GET UP" Spider-man said as he forced himself to his feet. He made his way over to the window he crashed through and he saw Gargan run after the speeding SUV. Spider-man shook his head one final time before he jumped out of the window and shot a web and swung after Gargan.

* * *

"DRIVE FASTER TODD!" shouted Michelle

"I'M DOING 80…..THIS GUY IS INHUMNAN" Todd responded back.

"HE'S GAINING ON US….HURRY!" she said again while looking in the mirror and seeing Mac was catching up.

Gargan with his new speed started to gain on the speeding SUV despite the fact it was doing 80miles per hour. Getting closer Gargan decided he was close enough and since he was getting more confident with his powers, he jumped in the air and landed on the hood of the SUV. Gargan cocked his fist back and then punched the glass, shattering it on impact.

"MICHELLE!"

"AHHHHH TODD DO SOMETHING!"

Todd took a sharp turn and made the SUV go onto the Brooklyn Bridge, the SUV swerved all across the road tyring to toss Gargan off, but he held on.

"Hello Michelle Miss ME" he growled while lunging at Michellle and grabbing her and pulling her out of her seat.

"NOOOOOOOOO!" shouted Todd

"LET ME GO MAC!"

"Not on your life" he replied

"GARGAN!" shouted Spider-man swinging after the SUV. Mac looked up and saw Spider-man was getting closer.

"This guy just won't quit…..well lets see him handle this" Mac said to himself as his tail came to life and the sharp dagger point at the end slashed the front tires of the SUV, which caused it to swerve towards the rails of the Bridge. Gargan with Michelle in his arms leapt off the SUV just it ran through the rails and off the bridge plunging towards the water below.

"NOOOO!" shouted Spider-man as he saw the SUV go over and Mac run away with Michelle. Thinking quickly he let go of the web and reached into his utility belt and pulled out a spider tracer. He threw the tracer and it connected to Michelle's dress.

'_YES_!' he thought as the tracer connected. Shooting another web Spider-man swung over the rails and dived after the plunging SUV.

* * *

"NOOO COURTNEY!, LILY!, TODD! MAC YOU JUST KILLED OUR DAUGHTERS!"

"SHUT UP! And didn't you say they weren't my kids anymore…..and besides since I have you we can always make more" he said as he continued to run.

* * *

Spider-man shot two web lines at the falling SUV and pulled himself forward until he landed on the hood. He then started to shoot dozens of web lines at the bridge and then he connected the web lines to the SUV. The SUV began to slow down as Spider-man connected more and more web lines.

**CLICK! CLICK!** went his web shooters just as he connected the final web line suspending the SUV above the water. Turning his head slightly Spider-man saw that the SUV was inches away from the water.

"Whew!...just in time" he said letting out a sigh of relief, "Are you guys alright"

"I believe so Spider-man…..thank you" said Todd with wide eyes, looking at the water and how close they were.

"WHERE"S MY MOMMY!" shouted Courtney from the back seat.

"Oh God…..that freak has my wife….Spider-man you have to get her back"

"I will…I promise" replied Spider-man confidently.

* * *

**Gargan's Hideout**

"MOMMY!"

"OH GOD TYLER!" yelled Michelle running over and hugging her son as tightly as she could.

"You see look at us one big happy family" said Gargan with a smile

"What about our daughters you jackass…you tried to kill them"

"Didn't I tell you to Shut your face"

"And if I don't Mac…What are you gonna do kill me"

"Maybe"

"Go ahead you'll go back to jail only this time you'll stay there"

"I'm not going back to prison"

"Yes you are it's only a matter of time before the police find us"

"And I'll beat them, just like I beat Spider-man"

"Then what, huh"

"What" asked Gargan

"I said then what"

"…"

"This is what I'm talking about Mac…..you're a loser with no endgame…..after you've 'defeated the cops' what do you plan to do with us…keep us locked in this rat infested apartment…..we can't live like that….you have no money…no future….you don't have anything….you're worthless Mac…..WORTHLESS!"

"SHUT UP!" yelled Gargan stomping over to Michelle and grabbing her by the throat and lifting her up with ease, "EVERYTHING I'VE EVER DONE HAS BEEN FOR YOU….YOU STUPID BITCH!...WHEN I GOT PINCHED DO YOU KNOW WHAT I WAS DOING I WAS TRYING TO GET MORE MONEY FOR YOU BECAUSE YOU KEPT COMPLAINING THAT WE DIDN"T HAVE ANY, AND HOW DO YOU REPAY ME…YOU DUMP ME!"

"Let go of my Mom you freak" said Tyler banging his fist on Gargan's leg. Gargan used his tail to roughly shove Tyler away.

Suddenly the window was smashed opened and Spider-man landed in the apartment.

"LET HER GO GARGAN"

"SPIDER-MAN!" he growled, "Can't you see I'm having a family discussion"

"All I see is a psycho strangling an innocent woman"

Gargan dropped Michelle and she scurried to the side away from Mac in fear.

"Don't call me names" he said with an edge in his voice

"Make me you fanged loser" quipped Spider-man. Gargan charged at Spider-man, but as he got close Spider-man jumped over him. Gargan sailed through the window, but as Spider-man passed over him his tail quickly wrapped around Spider-man's foot and dragged him out of the window.

* * *

As Gargan fell he reached out and sunk his claws into the side of the building stopping himself. Looking behind himself he saw Spider-man struggling to get free. Gargan made his tail slam him into the wall twice and then toss him away. Spider-man twisted in mid air and shot a web that connected to Gargan's back and then he pulled, yanking Gargan off of the wall, and flying towards him. Spider-man punched Gargan in the face and then kneed him in the stomach. Gargan tried to swipe at Spider-man with his claws, but Spider-man was too agile, he dodged the swipe and quickly shot a patch of webbing into his eyes.

'_Spider sense'_ thought Spider-man as he saw the ground was approaching fast. Spider-man kicked the blinded Gargan away and then shot a web and swung to safety. Gargan finally ripped the webbing off of his face just as he hit the ground with full force.

"A-A-r-rgh…..uhhhh" groaned Gargan as he tried to sit up.

**WHOOOO WHOOOOO **went the police cars as they pulled up to the scene. Gargan struggled to his feet, just as the cops got out of their cars and aimed their weapons at him.

"GET DOWN ON YOUR KNEES FREAK!" an officer yelled. Ignoring the police in front of him Gargan ran and jumped over them and took off down the street.

As Gargan was running away he felt two feet kick him in the back, which sent him crashing to the ground again. Spider-man landed a few feet away.

"It's over Gargan"

"It's not over….ITS NOT OVER!" he replied springing at Spider-man, with a punch. Spider-man sensing the punch ducked, and responded with an uppercut. Gargan took the blow and spun around and tried to strike with his tail, but Spider-man back flipped over the tail and shot a web that connected to Gargan's chest, and he pulled himself forward and brought both feet to Gargan's face, he then sprung off of his face and spun in mid air and kicked him in the face again. The last blow stunned Gargan and he started to sway slightly. Spider-man landed and saw that he was dazed; Spider-man then rushed in and proceed to pummel him with strong punch and swift kicks. Right Cross to the face, left hook to the jaw, side kick to the stomach, over and over Spider-man pounded on Gargan. Spider-man jumped in the air and kneed Gargan in the face, finally knocking him down to the ground.

"K-Kill…..Y-Y…..ugh…" he groaned trying to sit up, but he ultimately succumbed to the beating from Spider-man and passed out.

"….Well…..that wasn't too tough…..yeah right" said Spider-man to himself out of breathe.

* * *

**Later**

"Good Work Kid….Gargan is going away for a long time" stated Captain Stacy. They were standing next to each other watching as the officers guide the shackled Gargan into the back of a police van and close the door

"Thanks" said Spider-man "So what happens to the family" he asked as he turned as saw Todd, Courtney and Lily arrive and run towards Michelle and Tyler and hug them.

"They'll go on and try to put this horrible ordeal behind them"

"Will they be able to do it"

"Can't say…..sometimes people move on and sometimes they don't, but the most important thing is they have each other and that Gargan won't bother them again…..I call that a win"

"Yeah…..me too"

"Go home kid….get some sleep"

"Maybe later….the night is still young and there are plenty more crazies out there, which means there's plenty more people that need saving" Spider-man replied shooting a web and swinging away into the night.

* * *

**End Chapter: Read and Review. Hey readers it's me with the closing comments, I hope you all enjoyed the chapter and I hope that you all enjoyed the Scorpion's debut, because, yeah you guess it, he will be making another appearance, when….well you'll just have to keep reading to find out. Next chapter is a bit slower, because it's a set up chapter and it's a type of catch up chapter too….alot has happened, but even though its a set up for the future its a very important chapter so hopefully you readers out there will enjoy it...…..so drop me a review and let me know what you thought of this chapter and then tune back in for the next installment…..this is Nomad88 saying until next time….**

**Ps: Also keep checking my profile for the newest chapter of Batman Beyond vol 1, I hope everyone is reading and enjoying that story as well.**

**Next Up: Where Do We Go From Here **


	29. Where Do We Go From Here

**Disclaimer: I DO NOT in any form or fashion OWN these characters in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY, THEY ARE THE OWNERS not me, I can assure you that I don't own anything, so having said that I ask you PLEASE DO NOT SUE, I ask again PLEASE DO NOT SUE ME I have no money…really I don't….thanks….now on with the story**

**Hey people how's it going it's me back with a brand new chapter with new developments in the life of our hero Peter Parker aka the Amazing Spider-Man, Now as stated previously this chapter is a bit light on the action, but it's an important chapter, so I hope you all Read. Review. And of course Enjoy. **

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**Chapter 24: Where Do We Go From Here**

**Saturday, Coffee Bean: Peter and Gwen**

"Is there another Girl"

"Gwen we've been through this there is no other girl okay….there is no one but you"

'Then what the hell is your problem Peter" she asked angrily "I've been patient, I've been understanding, but enough is enough it's time for you to come clean….I want to know what has you so wrapped up that you ditch your friends, girlfriend, your Aunt, and not to mention ruin a career opportunity of a lifetime"

Peter let out a sigh of frustration and looked at Gwen, he could see the anger on her face and he desperately wanted to her that he was Spider-man, but everytime he worked up the nerve to tell her, he kept remembering what Daredevil told him about never revealing his identity to anyone and he also kept remembering what the Green Goblin had said to him.

* * *

**Flashback**

"_IT's only a matter of time…..Sooner or Later I'm going to find out who you are and when I do everyone you love….IS DEAD"_

_

* * *

_

**Present**

"Gwen….."

"No don't Gwen me…..tell me right now Peter"

"I can't Gwen…I CAN"T"

"Why"

"Because….it's complicated….it's…ARGH!" went Peter grabbing his hair.

"That's how I feel Peter"

"…."

"And that's how I've been feeling for the past year and a half…I hope your realize that if your were any other guy I would've dumped you by now, but Peter this…..what we have is special and I don't want to lose this…..but I can't help but feel like there is this giant road block between us and that….and that…"

"and what"

"It feels like I'm second fiddle….the second thing on your long list of things to do and if we're going to be together I don't want to feel that way"

"I'm sorry Gwen….I'm sorry that I make you feel that way…it was never my intention, to make you feel like you were second…you are not second I promise"

"You say that…but words can only take you so far…it's your actions that speak volumes….can you look me in the eyes and say from this moment on you won't disappear for hours at a time without an explanation…or show up looking like you've been beat to hell….if you can look me in the eyes and say that I'll believe you when you say that I'm not second in your life"

Peter looked into Gwen's beautiful eyes and he stared at her for a good long minute, until he ultimately looked away and ran a hand through his brown hair.

_'I can't do it' _he thought to himself

"You can do it can you"

"No I can't"

"Well Peter where does that leave us…I can't be in a relationship with someone who doesn't trust me enough to let me in and I can't be in a relationship with someone who puts me in the second place category…so Peter my question to you is this: Where do we go from here"

* * *

**Across Town: Central Park: Harry and Mary Jane **

"MJ…did you hear me…I said: Where do we go from here"

"I-I don't know Harry this is a helluva load to drop on me"

"Oh don't give me that you've known how I've felt about you for a while now….how could you not know" said Harry

"Harry….okay…I knew…or at least suspected…..but to actually hear you say it"

"Well it's true MJ I've never felt like this before, every day I wake up hopeful that I'll get a chance to talk to you or hear that laugh"

"Harry stop it…please stop"

"Why, when it's true"

"Harry we are tip toeing on dangerous ground here"

"What are you talking about"

"Harry the friendship that I share with you it's something that I deeply cherish and I don't want to lose that by starting a relationship with you and it ends up not working out…it'll be weird and uncomfortable and I don't want that to happen to us"

"But what if it does work out MJ"

"…."

"Exactly" said Harry

"Harry…..argh….okay…I'll admit I do have feelings for you that are more than just friendship...but…"

"But what"

"I-I need some time ot think…to process this…..I hope you didn't think I would just instantly make up my mind right now did you"

"Well"

"Nice plan"

"Okay maybe I'm not one for plans…I'm more of the spur of the moment type of guy….but Mary Jane you still haven't answered my question: Where do we go from here"

"Honestly Harry I have no Idea"

* * *

**Fisk Towers: Vanessa and Bullseye**

Vanessa Fisk was sitting behind her desk with her hands together deep in thought. Bullseye was sitting on her desk right next to her twirling a knife, when he asked a question that broke Vanessa out of her thoughts.

"So Luv….answer me this…Where do we go from here"

"Forward Bullseye where else…the ball is now in our court…Silvermane is dead…Lincoln is having money problems…..and Osborn's company is being run by a kid…things are looking up for us all we have to do is come up with a proper plan to be rid of all of our enemies in one fell swoop" she said with a smile.

"What about Daredevil and Spider-man"

"Boy Bullseye you have a one track mind'

"I really hate those two….and they made me miss….I never miss"

"Well rest assured I've been thinking about those two….especially Daredevil the nerve of that man to stick his nose in my business….and If this Spider-man is cunning enough to expose my husband then he poses a threat to my empire, it's only a matter of time before he and I come face to face…..….they both must be eliminated…and I have the perfect plan"

"Does it involve pain"

"I should hope so" Vanessa replied "Tell me Bullseye what do you know about The Hand"

"….I know enough…and I like the way you think Mrs. Fisk" he replied with a sick grin.

* * *

**Lincoln's Office: Lincoln and Hammerhead**

"What now Boss….Where do we go from here"

"We….there is no we you imbecile…there is only me and my plans and where do you think I go from here…back to my original plan to usurp control over Oscorp" said Lincoln with a scowl on his face, "Now that Osborn is in a dungeon somewhere his company is up for grabs"

"What about his kid…..I heard that he plans on running company"

"He's a child Hammerhead….I'm sure we can scare him easily" replied Lincoln standing up from his desk and going towards his window and looking out at the city.

"What about Spider-Man" asked Hammerhead looking at Lincoln

"What about him….he is of no threat to me…maybe an annoyance that I'll have to deal with at some point, but he is of no concern"

"I don't know Boss….I think…." started Hammerhead.

"Did I ask you about what you think Hammerhead…..No I didn't….Do yourself a favor and stop thinking, you're terrible at it, not to mention you're an idiot, now get the hell out of here" said Lincoln still looking out of the window. Hammerhead balled up his fist in anger and stared evilly at Lincoln. If looks alone could kill L. Thompson Lincoln would be dead three times over. Hammerhead took a step forward, but he stopped. He knew that this wasn't the right time to take any type of strike at Lincoln, he needed to keep biding his time and wait for the right moment to strike against him. Lincoln turned around slightly and looked at Hammerhead through the corner of his eye.

"You're still here…..are deaf along with being stupid"

"No" replied Hammerhead turning and walking out of Lincoln's new office '_Soon Lincoln…real soon'_ he thought to himself.

* * *

**Manfredi Mansion: Sable's Training Room**

"So where do we go from here Ms. Manfredi" asked Don Maggia. Sable was sitting in the middle of her training room sharpening her sword.

"What do you mean Don Maggia" replied Sable not looking up from her sword.

"I mean how do we proceed in our dealings…..Silvermane is dead…"

"YES!...I know he is…but just because my Father is dead doesn't mean you get to dishonor our agreement….you work for us"

"AND YOU'RE SUPPOSED TO PROTECT US…..SINCE THAT LITTLE FIASCO'S THAT YOU AND YOUR FATHER COOKED UP 9 MEMBERS OF MY FAMILY HAVE BEEN MURDERED BY VANESSA!"

"Retribution is coming…..she will die….be patient"

"Retribution….yeah right…if your Father couldn't touch her…I have my doubts about you being able to kill her"

In a quick motion Sable got up and dashed towards Don Maggia and swept him off his feet. Don Maggia's bodyguards drew there weapons, but as they tried to aim at her, Sable sliced their guns in half with her sword. She then chopped one in the throat and then elbowed another in the stomach and flipped him over her shoulder. As she flipped the bodyguard she pulled out a knife and threw it at the last bodyguard nailing him in the shoulder. As Don's Maggia's last bodyguard fell she stood up and slowly walked over to the down crime boss and put her foot on his throat, and held her sword real close to eye.

"Listen carefully Don Maggia, If you ever doubt me again **I** will Kill everyone in your family…..Vanessa will meet her end and it will be me that deals the final blow…so for now be patient and know that Retribution will come swift and quickly…and another thing my name isn't Ms. Manfredi…it's Silver Sable…..now gather your wounded and get the hell out" she said. Silver Sable took her foot off of Don Maggia's throat and the kicked him in the side. She then went back to her spot and sat down again and began to sharpen her sword once more.

'_Soon Vanessa…..I will make you pay of that you can be certain_" she thought to herself.

* * *

**Fisk Research and Development**

"Alright Alystair where do we go from here….the singularity…..it's going nowhere, I'm at a lost" said Dr. Ohnn standing in front of the black hole.

"I agree….this thing is giving us more problems than anticipated"

"But I do have a theory as to why it's not working"

"By all means share your theory"

"I believe the problem lies with rthe elaying of the signals, that is why we are unable to locate the items that go into the portal"

"You could be onto something…We need an anchor….something that connects the singularity portal to this plane"

"Precisely…..but then again this is all in theory"

"Interesting theory….would you like to hear mine"

"Yes I would"

"I think it's the power source…..What if we were to increase the power output"

"That is a bad idea Alystair…..too much power and the singularity will overload and become self sustaining and increase in size and start to suck everything inside".

"Stop being overdramatic Ohnn" replied Alystair rolling away from the black hole.

"I'm not being overdramatic….I'm just…I'm just concerned about this getting out of control" said Dr. Ohnn. Alystair stopped his rolling and turned around to face Dr. Ohnn, who had a nervous look on his face and he was slightly shifting from side to side.

"Johnothan, we have worked togehter long enough for me to know when something is bothering you and, you've been acting strange for a few weeks now….and I have a feeling that you are not talking about the singularity anymore…..is there something you would like to get off of your chest" said Alystair putting his hands together and staring at Dr. Ohnn.

"Actually there is something I would like to say Alystair…I was at home several weeks ago and I happened to be watching the news"

"Is this going somewhere"

"Yes…..I saw something disturbing and something familiar...I saw a man being taken into custody and he happened to be wearing our polymer suit….and he called himself the Rhino and he was responsible for several murders"

"…."

"How do you explain that"

"There's nothing to explain you know exactly what that was about"

"No I'm afraid I don't"

"You can stop with the games now Ohnn…"

"I have…"

"Oh…Don't play innocent with me Ohnn…are you gonna stand there and tell me you didn't know who you were getting into bed with when you signed on the dotted line….are you gonna stand there and tell me you didn't know who Wilson Fisk was….ARE YOU"

"…."

"Exactly…..Fisk was going to use that Polymer suit for the same thing Vanessa used it for only he didn't get the chance…there's a war going out there Ohnn and you and I…..we are tools that are being used to further someone else's ends"

"I don't want this…I didn't know"

"Yes you did…..yes you did….you knew, but you fooled yourself into thinking that you were trying to help the world because you didn't want to face the truth…..and that news report Shattered your little fantasy…that was the first time you've ever seen your work, and what it's really being used for….and buddy I got news for you….for the past 8 years that's been your contribution to the world"

"Yours too"

"I know and I'm fine with it…..you're the one that's standing there trying to be naive."

"I can't do this anymore"

"Do what"

"Be responsible for murders"

"Oh God…listen to me Ohnn You might want to stop talking right now"

"And why is that"

"Because you never know whose listening"

"I'm going to talk to Vanessa I want out"

"A little advice Ohnn…Keep your mouth shut….Vanessa is as ruthless as her husband…..she's head of a criminal empire and if there is a hint of a insubordinate growing a conscious…..they usually end up dead...think about it" said Alystair as he turned around and started to roll away, leaving Dr. Ohnn standing there with wide fearful eyes.

* * *

**Liz Allen's House 8:15 p.m. **

**Knock! Knock! **

Liz Allen was sitting in her living room watching T.V. when she heard someone knock on the front door. Let out a sigh, she got up from the couch and went to the door and opened it. When she opened the door her eyes narrowed in anger at who was standing outside. There were two guys standing there both looking to be about 21. One was a guy about 5'11 with dark blond hair, he had a small scar going down the right side of his face, his name was Anthony, the other guy was about the same height, but he had reddish hair and his name was Jared.

"Liz Allen still cute I see" said Anthony barging into the house with Jared following close behind.

"MARK! YOU'RE NO GOOD SORRY EXCUSE FOR FRIENDS ARE HERE! YOU KNOW THE ONES THAT TOLD THE COPS ON YOU THAT TIME!" she shouted.

"Still annoying too" said Jared with a frown

**WHAM!** Went the door to the basement as it was thrown open and two people emerged. They walked into the living room and immediately Mark looked at the two guys growled in anger.

"You two have got some balls coming here" he said. Liz looked at Mark and then her eyes fell on the second person behind him.

"WHAT THE HELL CINDY!" shouted Liz again in shock

"Hi Liz"

"WHAT THE HELL ARE YOU DOING HERE!"

"Oh…uhhh…Mark invited me over for uh…tea" she replied blushing.

"Cindy…..baby…we're gonna have to have that '_tea_' later"

"Oka…"

"GET THE HELL OUT OF HERE CINDY!" yelled Liz

Cindy quickly kissed Mark on the cheek and hurried through the front door leaving the house.

"Nice Mark…Real Nice" said Liz storming out of the living room and to her room, slamming the door. Once Liz left there was only Mark, Anthony, and Jared left in the living room looking at each other.

"Why are you guys here"

"Mark Buddy…you're out of Juvie…..no call, no letter…it's almost as if you didn't want to see your best friends" said Anthony going over to the couch and sitting down.

"You guys aren't my friends…..friends don't rat on each other"

"Mark….Anthony and I both have two strikes….if we would've got caught it would've been our third strike….you on the other hand got a few years in Juvie and look you're still young and good looking" replied Jared.

"Neither of you have answered my question why are you here"

"We need some help" said Anthony, with a smirk.

"What kind of help"

"About two weeks ago we get this job offering from this guy….." started Jared before being interrupted by Mark.

"What guy"

"Some old fart by the name of Adrian Toomes" Anthony replied

"Yeah…he said he was gonna pay us 15 grand to steal some stuff for him"

"What stuff"

"That's the thing Mark….we don't know what half this stuff is on this list…..and the time frame that he gave us….we're kinda running out of time"

"And is that where I come in" asked Mark

"Of course….once I heard you were out…you were the first person I thought of….you're the only one I know that might understand this mumbo jumbo on this list"

"Let me see the list" said Mark. Anthony reached into his pocket and pulled out a folded up yellow sheet. Mark walked over and snatched the list away. He opened the sheet and looked at what was written down. Mark Raxton while he has a penchant for doing bad things, he was also brilliant when it came to science things. In juvenile holding, there were a few classes that a delinquent could take to pass the time, but most of the classes were math and science so naturally the classes were completely empty. Mark having nothing better to do, took the classes and to his surprise he aced every class: Algebra, Advanced Algebra, Calculus, Trigonometry, Aerodynamics etc…He passed each class with such ease that his teacher was highly disappointed that such a young brilliant mind was locked up. Mark looked at the list and he understood what the items were, and his eyes widen slightly.

"What is it Mark" asked Jared

"Well…..according to this list…..the things that need to be stolen…this Toomes guy is building a flying machine"

"A flying Machine like an airplane" asked Anthony standing up

"No….something a bit smaller…but I'm not sure…..anyway I know what these things are"

"Cool so you're in" said Anthony with a smile.

"Yeah I'm in…..for 14 grand"

"14 GRAND!" Jared and Anthony shouted at the same time.

"Did I stutter"

"Look Mark the guy is paying us 15 grand….that's an even split 5 grand apiece"

"Even…..ha…that's not the way I see it….I see it like this you guys are desperate….I know what this stuff is…I have the upper hand here…..I get 14 grand…..take it or leave it"

"YOU SON OF A…" started Jared, before Anthony stopped him.

"No….No Jared he's right…..I would've done the same thing…well played Mark…well played….alright fine…..you get 14 grand…who knows maybe this job will lead to another job"

"Anthony 'My Friend'…..you've always looked on the bright side of things"

"What can I say…I'm a glass half full kinda guy"

"Well now that we've settle everything, I'll keep this list and do some research, I'll call you guys when I'm ready to get this stuff"

"Alright deal" said Anthony holding out his hand, Mark looked at the hand and then laughed.

"Yeah…..you guys can leave now" replied Mark, pointing at the door. Anthony withdrew his hand and smiled at Mark. He then grabbed Jared by the arm and dragged him towards the door.

"Mark….always good talking to you" said Anthony as he and Jared both left the house.

* * *

**Outside**

"THE HELL ARE YOU DOING ANTHONY 14 GRAND"

"Quiet…of course we aren't giving him the 14 Grand….once we get the stuff….our friend Mark might have a little accident" replied Anthony with a smirk.

* * *

**Later that Night**

Walking down a path that she knew by heart Mary Jane was on her way home. She let out a long sigh, mostly because of the very long day and the conversation that she had with one Harry Osborn. She was completely at a lost about what to do, she did want to explore what could be with Harry, but at the same time she didn't want to jeopardize the friendship that she held with him.

'_Ugh…what am I going to do'_ she thought as she made her way down the street and to steps of her house, but right before she went inside she looked a few house down.

'_I need to talk to someone about this and It just so happens a friend of mine conveniently lives a couple of houses down'_ she thought with a smile on her face as she left her house and made her way towards Peter Parker's house.

* * *

**Peter Parker House 15 minutes later: Peter's Room**

"So that's the situation Peter…Do you have any advice for me"

"MJ….you picked the wrong day…..today is a day that I shouldn't be giving out any advice…especially on relationships" replied Peter sitting on his bed. Mary Jane had come over a few minutes ago wanting to talk to him and she had caught him right before he was about to change into his Spider-man costume.

"Yeah…I talked to Gwen earlier…she told me that the two of you were taking a break"

"Yeah….whatever that means"

A small silence passed over between the two as they both sat on his bed lost in their own thoughts.

"MJ….I don't know what to tell you…I really don't have any advice to give you….I…argh" went Peter letting out a sigh and rubbing his eyes.

"Hey….Hey…it's alright tiger" said Mary Jane softly as she slid closer to him and put her hand on his shoulder.

"I'm losing her MJ…I'm pushing her away"

"You're pushing everyone away Pete and no one knows why"

"I know….I know it's not that I don't want to tell you guys…it's just that I can't….it's complicated…..I don't want to lose her MJ, but there are just some things in my life that I can't talk about and I wish she could understand that"

"She's trying Pete….but you have to see it from her point of view…..her boyfriend keeps running off or disappearing for hours and at the most inconvenient of times and he doesn't have an explanation….and he's been doing this for the past year and a half….it's kinda frustrating"

"I know it is….and I don't blame her for wanting to take a break, but…..but….ARGH" he let out another sigh, "I have no idea what to do"

"It sounds to me like both of us have the same relationship problem"

"Not the same"

"What do you mean"

"MJ…..I've seen how you and Harry are together, when we're hanging out and it's kinda obvious that there is something more than friendship going on between the two of you….and if you ask me I think you should go for it" said Peter looking Mary Jane in her eyes. Mary Jane stared back at him and smiled.

"Do you really think so"

"I do"

"Thanks Pete"

"For what"

"You know….listening…I-I really needed to talk to someone about this….and I know this might not be the best time…you know with you and Gwen going through…" said Mary Jane giving Peter a hug.

"Hey….what are friends for right" replied Peter returning her hug and patting her on the back. MJ and Peter broke from their hug and looked at each other again. They stared into each others eyes for a long moment and before either knew what was happening they began to lean forward. They kept leaning forward until their lips met in a slow kiss. The kiss only lasted for a few seconds until they realized what they were doing and they quickly broke apart.

"Whoa" they both said at the same time looking at each other with wide eyes.

"U-Uhhhh…..t-thanks f-for listening P-Peter, but I-I uh…." Stammered Mary Jane while quickly standing up and grabbing her purse.

"Y-Yeah I-I got some w-work to d-do " Peter stuttered back standing up as well.

"So uhhhh…Bye" they both said at the same. Mary Jane quickly opened Peter's door and left closing the door after herself, leaving Peter standing in his room with a million thoughts running through his mind as well as his heart beating fives times faster.

'_DID WE JUST….NO…..YES…OH MY GOD….WAIT WAIT NO IT WAS MY IMAGINATION…NO NO IT WAS REAL…..I JUST KISSED MARY JANE….OH NO GWEN!...HARRY!...OH MAN….this has complication written all over it...this is bad..really bad...Oh God…Good ol' Parker luck….never fails….oy'_ thought Peter as he laid down on his bed and let out another sigh.

* * *

**End Chapter: ****Read and Review. Hey Readers it me back with the closing comments again. I hoped everyone enjoyed the latest chapter, I know kinda short and light on the action, but I promise the action will pick up again and the chapters will be longer. I had to re-write this chapter about 2 times before I got it to where I wanted. Well everyone that does it for this week, remember to drop me a review and tell me what you thought and then tune back in next time for the next installment, this is me saying until next time…**

**Ps: Hey Everyone, the newest chapter to Batman Beyond Volume 1 is out, remember to head on over and check that story out and drop me a review and tell me what you thought….you can get to the story through my profile or by going to the Batman Beyond section…anyway until next time…..**

**Next Up: A Gwen and Johnny Storm Interlude**


	30. A Gwen and Johnny Storm Interlude

**Disclaimer: I DO NOT in any form or fashion OWN any of these characters, in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY, they are the owners they own everything not me, I am in NO WAY making any Money off of this story, NO MONEY is being exchanged or handed to me of that you can be sure….SO PLEASE DO NOT SUE ME….I ask again PLEASE DO NOT SUE ME…. I have no Money….really I don't….okay….on with the story. **

**Hey my loyal readers, it's me back with a brand new chapter and brand new developments…I just want to say thank you to everyone reading and I wanna give a special thanks to everyone that's reviewing and giving me feedback….feedback helps me make my story better…..now that I've said that the only left is to READ….REVIEW…and most importantly…ENJOY….**

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* * *

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** Chapter 25: A Gwen and Johnny Storm Interlude**

**Baxter Building: Think Tank Group**

"Here we have my latest project that I've devoted most of my time to, I call it the Negative zone" said Reed Richards aka Mr. Fantastic to the small group of students and think tank recruits that were inside of his lab at the Baxter Building. Reed was standing in front of a large metal doorway that was closed.

"Excuse me…Mr. Fantastic"

"Please call me Dr. Richards"

"Okay…..Dr. Richards…why do you call it the negative zone"

"Excellent question…Ms. Stacy right"

"You can call me Gwen"

"Well that is an excellent question Gwen…I call it the negative zone because beyond this doorway lies a infinite amount of space ….An antimatter dimension if you will, and the energy reading that I picked up after the initial discovery of this dimension was largely Negative, hence the Negative Zone" replied Reed, "Are there any other questions before we move on"

"I have a question for you Dr. Richards" came a voice from behind Gwen. Everyone turned to the person who had spoken.

"Yes….um…..I'm sorry your name escapes me at the moment"

"That's alright….allow me to introduce myself and my friends" said the man, "My name is Simon Utrecht". Simon stood at 5'10, and he had a fairly average build. He had brown hair, blue eyes, and a clean shaven face. He was wearing a white shirt, green jeans, and a black backpack on his back.

"This is my fiancée Ann Darnell" said Simon pointing to the woman next to him. Ann was a good looking woman. She stood at 5'9 and had dark blond hair, green eyes, tan skin and a cute face. She had a slim build and was wearing a blue shirt and blue jeans.

"A pleasure to meet you Dr. Richards" she said with a smile.

"This is her brother James Darnell"

"Nice to meet you Dr. Richards" said James. James 'Jimmy' Darnell stood at 5'9 and had light blond hair, he had blue eyes, tan skin and he was fairly good looking. He was wearing a red shirt and blue jeans that showed off his lean build.

"And the last person of our little group is my best friend Michael Steel" said Simon.

Michael Steel stood at an imposing 6'3. He had dark hair and obsidian eyes. He had a muscular build that showed that he worked out heavily. He was wearing a black shirt, with blue jeans.

"We are scientist from North Carolina and we have come all of this way just to meet you"

"Well thank you for coming all of this way….I'm quite flattered Mr. Utrecht"

"Your welcome…and believe me when I say that the pleasure of meeting you is all ours…..My question to you Dr. Richards is this….wasn't it Negative energy that granted you and the rest of the Fantastic Four your respective powers" Simon asked.

"…No it was not Negative energy….it was Cosmic energy that altered our DNA"

"Ah yes Cosmic Energy….hasn't there been some discussion as to whether or not Cosmic and Negative energy share some of the same DNA altering properties"

"There were some theories like that…yes, but that was years ago…..It has been thrown out…no one is quite sure about Negative Energy…it is still an uncharted area of science…we've only just begun to understand the vast potential of Cosmic energy, but that's only thanks to Myself and my team for being exposed to it, as to whether or not they share the same properties….I can not say"

"Perhaps a test is order…..will you show us this….negative zone"

"That is completely out of the question"

"Why" asked Simon

"Because I've only recently discovered the negative zone, until I've had a chance to explore it, those doors will remain closed at all times" said Reed seriously.

"Of course….safety first"

"Exactly….okay now moving on…." started Reed as he led the group away from the metal doors, but as he led the group away four people stayed in their spots, still looking at the door.

* * *

Simon looked at the door and then rubbed his chin.

"Simon I know that look….what are you thinking" asked Ann

"Richards was lying…Negative Energy does share the same properties as Cosmic Energy, why do you think he built a doorway that leads to nothing but an infinite amount of Negative energy"

"I don't know Simon why would he lie" replied Ann

"Why would he tell us the truth…he's afraid Ann"

"Afraid of what Simon" asked Jimmy

"What do you think Jimmy he's afraid of someone else gaining powers like the Fantastic Four"

"What" said Michael with raised eyebrows.

"Look…..Cosmic Energy is highly unstable….so at any moment the Fantastic Four could lose their powers. But the ever smart Reed Richards has discovered a plane full of Negative Energy….which has been proven to share the qualities as Cosmic Energy, there by giving him and his team an there own supply of superpowers"

"Oh No" said Ann

"What" asked Jimmy

"I know what you're thinking Simon. You want to open those doors and expose yourself to the negative energy." replied Ann.

"Correct"

"Simon I've heard some crazy ideas in my day but this is the craziest" said Michael

"Look…you all know my company is failing alright…..the stocks are quickly dropping….do you all remember when I said that I had an idea on how to turn everything around"

"Yes"

"Well this was it….We become Superheroes"

"WHAT!" Michael, Jimmy, and Ann shouted at the same time.

"Shhh…keep your voices down" said Simon quickly "Think about it….The Fantastic Four are State and government funded. In return for funding they occasionally save the day…..well what if there was another set of people with powers doing the same thing….the government would have to fund them….us….and we would be set for life" said Simon looking at Michael, Jimmy, and Ann.

"I don't know about this Simon…what if something goes wrong"

"Ann baby…..trust me….nothing will go wrong…I've done all of the calculations and the research"

Ann looked at Simon and let out a sigh, "Alright fine…..what's the plan"

"Alright…this is what we are going to do" said Simon, taking the backpack off and setting it on the ground.

* * *

"And If you look here you can clearly see the edge of our galaxy….fascinating isn't it" said Reed. The lights were dimmed in the Lab and Reed was showing the think tank his latest invention. A super powerful telescope that could see into deep outer space. Gwen was looking up and staring at projection of the galaxy that the telescope had recorded, in absolute astonishment.

"Wow" she whispered to herself.

"Beautiful" whispered a voice next to her.

"Absolutely" she replied still looking up

"I wasn't talking about the stars, Gwen"

Gwen was broken out of her amazement by the statement, she glanced to her right and saw Johnny Storm aka The Human Torch standing next to her looking at her with his most charming smile.

"What are you doing her Johnny" she whispered to him.

"Me….I live here. I was just seeing what the most beautiful girl in the world was doing in my house and why wasn't I talking to her"

"Could you please stop. And Leave me alone, we are in the middle of this important lesson" she whispered

"What looking at stars"

"No….maybe if you'd listen when Dr. Richards was talking you'd know what lesson he's teaching us"

"Reed says a lot of thing. Most of it I don't understand. So maybe you could tell me what he talking about, because somehow I think when you talk I'll listen a little bit better, and you're a lot easier on the eyes than Reed"

"What is it gonna take to get rid of you"

"Your phone number"

"That's never gonna happen"

"Why not"

"Two reasons; Reason number 1 I have a boyfriend" she said, '_at least I think I do…we're taking a break….but he doesn't need to know that'_ is what she was thinking.

"Oh yeah that's right….what was his name..uhhh…..porker…right" Johnny whispered to her.

"That's Parker Johnny…Peter Parker"

"Right…thanks…..So where is this Parker guy. Wasn't he supposed to be super smart and part of this nerd gathering"

"Grrr…..he turned it down okay. And this is not a nerd gathering, you Jerk" she whispered to him forcefully, and giving him a slight shove.

"Sorry. You're right it's not a nerd gathering….it's a geek gathering"

Gwen scoffed at his remark and tried to move away from him and to another spot within the small group of people.

"Was it something I said" whispered Johnny again as he followed her.

"Get lost Johnny"

"Hold on Hold on….can't you take a joke. I was kidding alright jeez…I was trying to make you laugh" he whispered to her

"I don't find it amusing when someone calls me a nerd and then a geek"

"I wasn't talking about you. I was talking about everyone else"

"If you were talking about them then you were talking about me"

"Okay fine….I'm sorry I apologize".

"…."

"So go ahead and finish"

"finish what"

"You were saying there were two reasons why you wouldn't give me your phone number and you said the first was because you had a boyfriend, what's the rest"

"Oh…the second is that you're not my type"

"And what is your type"

"Not you" she replied in a hushed tone.

"Oh so you don't like a handsome superhero that has at least on three occasions help save the world from being destroyed."

"No I don't like egotistical, pig headed, jerks"

"Hmmm….that doesn't sound like me"

"Trust me it is you"

"Ouch"

"Truth Hurts"

"Not as much as Love"

"Oh God Now you love me"

"No not yet but I could if give me the chance to get to know you"

"Sorry not gonna happen" she said.

"I'm very persistent"

"Don't I know it" she replied rolling her eyes, but at the same time she found a small smile starting to creep along her face.

"Uh oh"

"What"

"Is that…is that a smile on your face. It is, stop the presses. Gwen Stacy knows how to smile" said Johnny

"Shut up" she replied only for her smile to grow a little bit bigger, "God you're so annoying"

"Thanks I'm told it's one my more charming personality quirks"

"Being annoying"

"No persistent"

"I said you were annoying"

"I know…annoying is another way to say persistent"

"I'm not giving you my phone number"

"Okay….well if you won't give me your phone number how about a date then you and me once this thing with Reed is finished… I know this perfect restaurant."

"I. Have. A. Boyfriend"

"He doesn't have to know. This is between you and me"

"Yeah but I'd know"

"So…..is that a yes"

"It's a no"

"Okay then how about a friendly lunch between friends"

"Friends"

"Yeah. We're friends right"

"No we're not. You're the guy that's hitting on me….that's it"

"I could've sworn that we were friends"

"No Johnny we're not"

"Well would you like to be friends"

"What"

"Would you like to be friends with me"

"I have enough friends Johnny"

"It doesn't hurt to have one more…..and besides are any of your other friends a superhero like me"

"Why do you want to be my friend so bad….better yet why do you want to date me so bad."

"Because I like you"

"How can you like me we've only met like three times….first was a year ago…then it was a few weeks ago, when I first started this think tank…and then today"

"And in that short amount of time I've seen all of the qualities that I look for in a girl

"And what's that"

"Well first you're quite sassy. Next you're smart, tough, and not to mention the most beautiful girl that I've ever laid eyes on" said Johnny looking her in the eyes. Gwen shyly looked away, but when she looked away she noticed that everyone including Reed was staring at the two of them.

"Uhh….Hi" she said '_This is so embarrassing'_ she thought to herself. Reed stretched his head over to Gwen and Johnny.

"Are the two of you finished, because if you aren't the door is over there and I would appreciate it if the two of you would finish outside"

"Um No Dr. Richards…we're finished"

"Oh lighten up Reed we were just having a friendly discussion about what you saying"

"And what was I saying Johnny"

"You were talking about stars and stuff"

"Which stars"

"uhhhhh"

"Listen Johnny if you are going to be in here, please refrain from distracting the others…and please do not touch anything"

"You got it Reed" replied Johnny doing a salute. Reed rolled his eyes and retracted his neck. Gwen and Johnny looked at each other and let out a silent laugh.

"Alright everyone I believe we've looked at the Galaxy long enough let's move on to another project of mine that I've been working on" said Reed leading the group away.

"Great you got me in trouble"

"Ah…Reed will forget all about this as soon as we get to his next project"

"Are you sure"

"Hey I live with the guy, do you know how many times I've pissed him off….I'm sure" he said, as they both began to follow the group.

"So….about that date"

* * *

**Later: Baxter Building: 6:00pm**

"And that Ladies and Gentlemen is last of my projects; I hope each of you enjoyed this little introduction because all of you will helping me. I will be putting each of you into groups and each group will be assigned to a different project, now are there any questions before I let you go" Reed asked. No one raised their hands.

"Okay Good….well I will see all of you bright and early Monday morning"

The think tank group said their good-bye's and began to exit the lab. Gwen was on her way out when Johnny ran in front of her making her stop.

"Okay so….our date"

"I said no Johnny"

"Okay how about our friendly dinner…..dinner between friends"

"We're not friends remember" she replied walking around him.

"Oh come on"

"No"

As Gwen was heading for the exit she glanced to her right as saw something strange, that made her stop in her tracks.

"Johnny shhh…..look" said Gwen pointing

"What" he said, looking to where she was pointing. Johnny saw four individuals standing next to the metal doors of the Negative Zone, but the strange part was that one of them was taking small square devices out of a black backpack and quickly putting them on the metal doors.

"The hell" said Johnny walking over, Gwen carefully followed behind him.

* * *

Michael was watching Simon put the devices on the doors when he glanced behind himself, and saw Johnny and Gwen approaching.

"Damn it….Simon hurry up we got company"

Simon, Ann and Jimmy turned around and saw the two approaching. Simon doubled his efforts and put the last few square devices on the door. He then pulled out a silver cylinder when a black button at the top. He then clicked the button twice and all of the square devices on the door gave a synchronized beep.

"HEY! What are you guys doing" said Johnny

"Get lost kid"

"Or what big guy. Huh…..you wanna go a few rounds with the Human Torch" he replied lighting his hands on fire.

"Johnny maybe you should call Dr. Richards. Or maybe the rest of the Fantastic Four" Gwen whispered to him.

"What No I got this. Just watch me work"

"No Human Torch you should call the rest of the Fantastic Four, because they are about to meet their match" said Simon walking forward slightly, "Do it before I press this button and blow this whole place up" he threatened placing his finger on the button.

"Fine" said Johnny narrowing his eyes. He reached up and pressed the 4 logo on his chest "Guys we have a situation"

* * *

**4 minutes later**

"What the hell is goin on I was in the middle of my nap" came the growling voice Ben Grimm aka The Thing, as he came stomping into the lab. He was closely followed by Susan Storm aka the Invisible woman.

"Guys over here" came Reed's voice. They followed the sound of his voice and the found themselves standing in front of the Negative Zone door.

"Who the hell are those guys" asked Ben standing behind Reed.

"Ah yes…Mr. Grimm so nice of you to join us. Allow me to introduce myself I am Simon…."

"Skip it will ya….get to the part about why are ya here" said Ben

"…..Very Well Dr. Richards, I believe you were lying when you said that Negative and Cosmic energy do not share the same properties"

"Simon I never said that….I said I didn't know"

"You see I wish I could believe you Dr. Richards I really do but I think you and your little team here wants to keep all of the power to yourselves and not share any"

"What are you talking about" said Susan

"We want powers like the four of you" Ann chimed in

"And you believe that Negative Zone is going to provide you with powers like ours" finished Reed

"Exactly" said Simon with a smile

"Simon you are wrong I promise you…If you open that door I'm not sure what will happen, but I do know that you will not receive powers like ours"

"Let's find out" replied Simon pressing the button. All of the square devices gave off another synchronized beep and then they gave off an electrical charge and the metal doors started to creak open.

"**WARNING WARNING ELECTRICAL OVERIDE IN PLACE. WARNING WARNING NEGATIVE ZONE OPEN IMMENSE RADIATION DETECTED"** came a computerized voice.

"COMPUTER CLOSE THE DOORS NOW"

"**UNABLE TO CLOSE DOORS AT THIS TIME DR. RICHARDS. OVERIDE IN PLACE. SECURITY MEASURES HAVE BEEN ACTIVED. 15 SECONDS UNTIL SECURITY MEASURES TAKE EFFECT" **the computer replied.

"COMPUTER LOCK DOWN LAB. SUE CREATE A FORCE FIELD AROUND US NOW!" shouted Reed.

"Done" she immediately replied.

"Johnny" said Gwen looking around as all the doors and windows in the Lab began to close.

"Don't worry we got this you'll be fine Gwen…I promise" responded Johnny confidently.

The Doorway to the Negative Zone was fully opened and the negative energy poured out. The Negative Energy heavily bombarded Simon, Ann, James, and Michael.

"ARGHHHHHHHHHHH!" they all shouted in pain as their genetic structure was altered by the Negative Energy. As the Negative energy flowed through them it also flooded the entire lab, but thanks to Sue's force field, Gwen and the Fantastic Four were unharmed and since the lab was locked down the Negative Energy was contained.

"Sue see if you can push the Negative Energy back" said Reed

"Reed it's taking everything I got for me to keep this Force Field up….This Negative Energy….feels strange"

"Strange how"

"Like it's sapping my energy away…I don't know if I can hold this much longer"

"Sue hold it together for 11 more seconds"

"I'll try" she replied scrunching her face in concentration.

"**SECURITY MEASURE'S TAKING EFFECT ELECTRICAL DISTURBANCE HAS BEEN OVERIDED. NEGATIVE ZONE DOORS CLOSING" **came the computer's voice. The doors began to slowly close, but right before the doors close two hands shot out and grabbed the doors and pried them open. Next a foot stepped out and then another foot. A green wing then poked through the Negative Zone portal and then the rest of the creature came through the portal and once it was through the metal doors closed with a loud **CLANG! **

"WHAT THE HELL" growled Ben looking at the creature. It was at least 7'0ft tall wearing some sort of shiny purple and green battle armor. The only thing on the creature that was not covered by the battle armor with it's green face which resemble an insects and it's glowing yellow eyes and the green insect wings.

"BOW BEFORE ANNIHILUS!" the creature shouted out.

Sue fell to a knee and released the force field.

"R-Reed…W-What….I-I-s..that thing" she said out of breathe.

"I have know idea Sue….I'm more concerned about Simon and his team…look" said Reed in amazement.

"ARGHHHHHHHHH!" yelled Simon as he writhed on the ground in pain his whole body began to glow orange and then his skin started to turn bright orange. Next to him was Ann and she glowed a green and then her skin turned green and she started to turn into green smoke. Her brother James started to turn into a bright magenta color and he began to glow and energy sparks began fly around his body.

"YAHHHHHHHAHHHHHHHH!" shouted Michael in pain. He was yelling the loudest out of all of them. His body began to grow and his skin began to turn metallic in nature.

"Whoa" whispered Johnny looking at the four of them on the ground as they were mutating, but the Fantastic Four were broken out of their stupor by Annihilus speaking again.

"THIS RELM BELONGS TO ANNIHILUS OBEY OR DIE!" came his high pitch voice.

"HEY LISTEN FREAK THIS IS OUR HOUSE EITHER YOU COOL IT OR I LIGHT YOU ON FIRE" shouted Johnny.

"Johnny don't piss that thing off" Gwen whispered

"I told you we got this"

"RESPONSE UNACCEPTABLE ANNIHILUS SHALL DESTROY!" he yelled right before he thrust his armored hand forward and beam of energy rocketed towards Johnny. Sue threw her hands up and a force field quickly formed, but when the beam hit, it shattered the force field on impact.

"ARGH!" cried Sue as she felt the force field shatter in her mind.

"SUSIE…..ALRIGHT YOU UGLY ALIEN BUG IT"S CLOBBERIN TIME" growled Ben before charging at Annihilus. Annihilus flapped his wings and took flight just as Ben tried to punch him.

"FLAME ON!" shouted Johnny bursting into flames and taking to the air shooting fire at Annihilus.

"Sue are you alright" asked Reed going over to her"

"I'm fine. Let's just take care of this guy"

"Right" said Reed looking at Annihilus and Johnny shooting at each other. Reed then looked over a Gwen.

"Ms. Stacy get to a hiding place and stay there"

"Okay" she replied running away.

* * *

"Go down already" said Johnny thrusting both hands forward and letting out two streams of fire. Annihilus dodged his attack and flew straight at Johnny and was about to punch him, but a force field formed in front of Johnny and absorbed the blow before shattering again. Suddenly an arm stretched into view and started to wrap around Annihilus.

"REED OVER HERE!" shouted Ben. Reed pulled Annihilus down to the ground and towards Ben's awaiting fist.

"LIGHT'S OUT!" he growled.

**WHAM!** Annihilus was sent flying back and he hit the closed Negative Zone doors.

"HSSSSS….Annihilus has been struck" he said while looking at the Fantastic Four, "DO YOU KNOW WHO YOU FIGHT. I AM ANNIHILUS RULER OF ARTHOS AND OF THE ANNIHILATION WAVE I SHALL DESTROY ALLL OF YOU!" exclaimed Annihilus unleashing a huge wave of energy from his hands and mouth that hit the Fantastic Four and knocked them back and to the ground. Annihilus then flapped his wings and took to the air again. As he was in the air, he swooped down low and flew towards Sue. She saw him coming and threw up a quick force field, but Annihilus flew through the force field and grabbed her, by the neck.

"SUE!" Reed and Johnny screamed out.

* * *

"LET GO OF ME!"

"FEMALE. YOU SHALL WORSHIP ME" he said while sniffing her.

"No I won't" she replied turning invisible. Annihilus kept sniffing even though she was invisible and he kept doing it until he suddenly recoiled in shock. He held her up and then sniffed around her stomach.

"HSSSSS…..CHILD…TAINTED FEMALE. YOU ARE OF NO USE TO ANNIHILUS" he said

"What" said Sue turning back visible in shock of what Annihilus had said.

"LET GO OF MY SISTER FREAK!" shouted Johnny shooting a fireball at Annihilus's back. Annihilus growled and then turned and threw Sue at the approaching Johnny.

"WHOA!" went Johnny as barely turned the fire off of his hands and caught Sue.

"Reed a plan would be nice right about now" said Ben

"I'm working on it Ben" replied Reed who had stretched over to one of his work station and picked up a hand held device and opened the back and began to furiously working on the electronics inside.

* * *

**Gwen**

"COME ON PICK UP!" she shouted into her phone. When Reed had told her to hide she ran to a large machine and hid behind it. Once she was hidden she quickly pulled out her phone and pressed a button on her speed dial.

* * *

Sniff. Sniff. Sniff, went Annihilus until he stopped and his eyes glowed slightly, he quickly swooped down again, and flew towards one of Reeds machines and he landed on the ground. He grabbed ahold of the machine and effortlessly tossed it out of the way to reveal the hiding Gwen Stacy.

"Oh My God!" she shouted dropping her phone. She tried to scoot away from the towering Annihilus, but he reached out and grabbed her and brought her up to his nose where he began to sniff her.

"FEMALE."

"JOHNNNY!" she shouted.

"GWEN! LET HER GO NOW!" he yelled putting Sue down and then flying towards Gwen. Annihilus opened his mouth and a beam of energy shot out and hit Johnny square in the chest knocking him down. Annihilus then flapped his wings again and took to the air. He flew towards one of the metal covered windows and he thrusted his hand forward and a giant beam of energy flew out and blasted a huge chunk of the wall out. Annihilus then flew out of the hole into the evening sky, with Gwen in tow.

"NO!"

"JOHNNY GO AFTER IT NOW!" shouted Sue

"I'M ALREADY GONE" he replied in air the flying after Annihilus

"Reed"

"Hold on Sue I'm trying…..just one last connection there, finished" he said holding up the handheld device.

"Was is that thing Reed"

"It was something I was working on in conjunction with the Negative Zone. Once I ran a few more tests I was going to suggest that we go exploring the Negative space, but before we explored the negative space I wanted to build this first. A miniature portal that links back to our dimensions for a quick escape just in case we ran into anything unexpected in the Negative zone" replied Reed holding it up.

"Will it work"

"I'm not sure I haven't had time to test it out properly. It could work"

"Or" said Susan

"Or it could just temporarily transport Annihilus to someplace else on the planet"

"Well we don't have time to test it out Johnny needs our help"

"I know Sue, I know, Let's get to the Fantasti-Car and catch up to Johnny" said Reed.

* * *

'_Oh MY GOD I'M GONNA DIE. I'M GONNA DIE'_ thought Gwen looking at Annihilus and then looking at how high in the air they were, "HELP ME! HELP!"

"QUIET YOUR VOICE ANNOYS ANNIHILUS"

"LET ME GO AND I WON'T ANNOY AS MUCH"

"DO NOT SPEAK UNLESS ANNIHILUS REQUEST TO HEAR YOUR OPINION FEMALE!"

"ANNIHILUS!" shouted Johnny gaining on the fleeing Insect King. Johnny formed a fire ball and threw it at one of Annihilus wings.

"HSSSSSSS" went Annihilus feeling his wing get hit. He turned in the air and thrust out his hand. Johnny was ready though and dodged the attack and then returned fire with another fireball.

**BEEP! BEEP!** Went the 4 logo on Johnny's chest.

"WHAT!" he shouted after pressing it.

"Johnny we're catching up Reed has a plan on how to stop Annihilus but you got to get him to let go of that girl"

"On it" he replied increasing his fire, and making himself fly faster. Johnny took a big dip and flew low until he was flying right under Annihilus.

"Here we go" he said to himself as he flew straight up with his fist forward and with all of his might and his fire blazing hot he rammed Annihilus's face. The sudden powerful strike caused Annihilus to release his hold on Gwen and stop his flight.

"AHHHHHHHHHHHHHHHHHHH!" shouted Gwen as she plummeted through the air and towards the ground.

"GWEN!" Johnny called out diving after her.

Annihilus quickly recovered from Johnny's attack and he searched for him. He saw Johnny diving after Gwen and he held up his hand ready to blast the unsuspecting Human Torch, but right before he could do it a shadow formed over him. Annihilus looked up with wide eyes to see a sleek silver and blue vehicle hovering over him and a big orange man made of rocks jump out of the vehicle and headed straight for him.

"I TOLD YOU IT'S CLOBERRIN TIME!" growled Ben as grabbed Annihilus and started to punch him, while they too began to plumett to the ground.

* * *

"COME ON JOHNNY COME ON!" he said to himself trying to catch up to the falling Gwen. She was falling fast and the ground was coming closer and closer. Increasing his fire Johnny received a boost of speed and he grabbed her hands with his unlit hands and pulled up right before she hit the ground.

"Are you alright"

"No I think I'm gonna throw up"

"Not on the costume please" replied Johnny with a smile as he flew upwards, with Gwen in his arms.

* * *

"INSOLENT MONSTER" shouted Annihilus punching Ben in the face.

"OH Yeah….Takes one to know one" Ben replied pummeling Annihilus with his massive rock fist. As Ben and Annihilus were struggling with each other while failing through the air. Reed and Sue were in the Fantasti-Car diving after the failing Ben.

"Sue Get ready"

"Right"

"Alright. Ready…..NOW!" Reed Shouted. Sue closed her eyes and concentrated.

* * *

"TAKE THIS!" Shouted Ben as he delivered a vicious Right hook. The blow knocked Annihilus away, but a force field forced under Ben's feet stopping his fall. The Fantasti-Car zoomed past and Ben was dragged along with it. Reed held up the handheld device and he pressed the button and an electrical beam shot out. The beam shot towards and then passed Annihilus. The beam stopped in mid-air and then opened into a portal. Annihilus recovered from Ben's mighty punch just when he entered the portal, but before the portal had enough time to close. Annihilus grabbed the sides of the portal at the last minute and tried to pull himself out, despite the massive shocks he was receiving from the portal.

"Jeez this guy won't quit" said Ben as he and rest of the Fantastic Four hovered in front of the portal watching him trying to pull his way out.

"YOU CAN NOT DEFEAT ANNIHILUS…ANNIHILUS IS SUPREME!"

"AWWW SHUT UP WILL YA" said Johnny. He then set Gwen down in the Fantasti-Car and then floated forward.

"YOU DO NOT KNOW WHO YOU ANGER FLESH THING. YOU ANGER ANNIHILUS THE…."

"NO! YOU DON'T KNOW WHO YOU"RE MESSING WITH. WE'RE THE FANTASTIC FOUR THE WORLD'S GREATEST REMEMBER IT BUG BOY!" shouted Johnny holding both his hands out and firing a giant fireball that knocked Annihilus into the portal. The portal instantly closed once Annihilus fully entered. Everyone let a breathe once the threat of Annihilus was over and then Johnny turned to Reed, Sue, Ben and Gwen

"Oh yeah. Another one bites the dust"

* * *

**Later: Baxter Building: : 8:35 pm**

Shield Agents were surrounding Four tanks with four individuals insides. The individuals were the recently transformed: Simon, Ann, Jimmy, and Michael and they were all visible upset. They were each trying their best to get out but they couldn't

"What's Gonna Happen to them Sharon" asked Ben as he stomped towards S.H.I.E.L.D Agent Sharon Carter.

"They'll be taken to a secure S.H.I.E.L.D location where a cure can be found." She replied.

* * *

While Ben and Sharon were talking, Reed was busy scanning Gwen with an odd looking device.

"Is this really necessary Dr. Richards" asked Gwen watching as he scanned her body.

"Of course Ms. Stacy. I have to be sure that Annihilus didn't expose you to any residual Negative Zone radiation. I can't have one of my most talented recruits turning into mist or bursting into flames" said Reed.

"And what's wrong with bursting into flames" came Johnny's voice as he walked up to the two.

"Nothing Johnny" said Gwen, with a smile on her face.

"So Reed what's the verdict is she gonna be alright"

"Well according to my readouts Ms. Stacy you are going to be fine" said Reed with a smile turning off the scanner.

"Thank God" she replied letting out a breathe of relief as Reed put the scanner away.

"Well Ms. Stacy you are free to go, it has been a long and eventful day. I hope what happened today has in now way deterred from coming back"

"Are you kidding Dr. Richards of course I'll be back"

"That's the spirit"

"One question though is everyday like today"

"No not everyday"

"But it is like this every other day" said Johnny "There's never a dull moment in the lives of the Fantastic Four"

"That's for Sure" came Sue's voice as she walked up to Reed, Johnny, and Gwen, "Hey Reed can I talk to you for a minute…Alone"

"Oh God….she's about to talk about her feeling again" said Johnny rolling his eyes

"Goodbye Johnny" Sue said with a low tone and narrowed eyes.

"Come on Gwen I'll walk you out"

"Okay" she replied as they walked away from Reed and Sue.

* * *

**Reed and Sue**

"What did you want to talk about Susan" asked Reed

"Well….you remember when Annihilus grabbed me"

"Yes"

"Well he said something…something that I think you should hear"

"What did he say"

"He said…" started Sue, while shifting uncomfortably in her spot, "He said…he said I had a Child"

"A-A Child" he stuttered with wide eyes

"Reed…..I'm Pregnant"

* * *

**Johnny and Gwen **

Johnny and Gwen had reached the bottom floor and were at the doors that led out of the Baxter Building.

"Well here we are"

"Yep….well…I guess I'll see you next time right" she said looking at him

"Right" he replied. Gwen pushed opened the doors as was about to walk out until she let out a sigh and turned back to him.

"Look…thank you…..you know for saving my life today"

"It was no problem…that's what heroes do right"

"…..okay Johnny here's the deal….No I will not give you my number and I won't go on a date with you…but….maybe….we can get a cup of coffee or something" said Gwen, "BUT just as friends…nothing more…got it" she quickly added.

"Sure….that sounds great Gwen" replied Johnny still giving her his most charming smile.

"Okay…..see ya" she said leaving the building. Johnny walked outside and watched as Gwen walked down the street and away from the Baxter Building.

"Sure…..just friends today…..girlfriend tomorrow" Johnny said to grinning to himself. He looked up in time to see Spider-man swing overhead.

"Hmph…..Spider-man…Not as cool as Human Torch" said Johnny to himself as he walked back into the Baxter Building.

* * *

**Elsewhere: Under the Sea**

A man with a deep scowl on his face was sitting on a golden throne listening to a blue warrior reporting one his most recent findings.

"My King…..We found this….winged creature in our sacred waters…..we believe he is from the surface, but we have no way of proving it because there is no vehicle or mode of transportation….."

"Silence" spoke the man as he stood up from the throne he was sitting on. The man was 6'2, had black hair, blue eyes, and tan skin. He was lean, but muscular, and he was wearing a form fitting blue vest that split down the middle showing his powerful physique and he had on dark navy blue pants, and on his ankles were small white wings. The man walked down the steps that led to his throne and he stopped when he reached the winged creature. He gave it a small kick in the side, which seemed to stir to it.

"Anni….hi…lus….ugh" it groaned out before spitting out some water and passing out.

"Take it to the holding cells…..alert me when it wakes…..we shall find out its origins…and if it is from the surface world…..then we shall begin our strike"

"Yes King Namor"

* * *

**End Chapter: Read and Review. Hey everyone it's me back with the closing comments. I hope all of you enjoyed this chapter. I know a little light on the spidey action, but I hope I made up for it with a little Fantastic Four action. I hope everyone enjoyed Annihilus's debut and Namor's little cameo there at the end, whether or not they return is debatable…b/c they both are primarily Fantastic Four villains not Spider-man villains, but depending on how many reviews and whether or not you all enjoyed this chapter I don't see why I couldn't do another small interlude chapter like this one. Anyway drop me a review and let me know if the chapter was epic or weak and then tune back in for the next installment…this is me saying until next time…**

**Ps: Batman Beyond volume 1. The newest chapter is up and running remember to head on over to that story, read it and drop me review…..thanks.**

**Next Up: Calm before the Storm**


	31. Calm Before The Storm

**Disclaimer: I DO NOT in any form or fashion OWN any of these characters; in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY. They are the owners, not me; I repeat I do not own anything. I'm in no way making any money off of this story no money is being exchange or given, I can assure. So please do not sue me I asked again DO NOT SUE ME….thanks….now on with the story. **

**Hey readers it's me back with a brand new chapter. I'm happy everyone is enjoying the story, so far. This chapter is long and important, this is an important chapter, because I set up a ton things….I wonder if you the reader can find all of the major plot points in this chapter….Remember to read. Review. And most importantly enjoy….**

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* * *

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** Chapter 26: Calm Before The Storm**

**The Moon**

The barren desert surface of the moon seemed to stretch on for miles and miles, but that in no shape or form bothered 8year veteran Astronaut Captain John Jameson. John Jameson was the son of Daily Bugle news editor J. Jonah Jameson, and ever since he was a little boy he knew he wanted to be an Astronaut. Once he had turned 18 he joined the Air Force and became one the best pilots to have ever served. At the age of 28 he got his dream job of being an Astronaut for NASA. He had been to the moon and back dozens of times, and each time John enjoyed the experience a little bit more than the last, but on this particular trip he didn't have any time to enjoy anything. He was on an important mission for the government and it was urgent that he retrieved what they wanted and get back to earth ASAP. A few months ago meteor fragments we're speeding towards earth, but then the strangest thing happened. Several of the meteor fragments swerved off course and hit the moon, only two fragments stayed on their path towards earth. The higher ups in the chain of command wanted as many of the meteor fragments that they could gather than had hit the moon. Why, no one knew except for them, but it wasn't John's job to question why they wanted something, it was his job to retrieve it.

John bounced along the moon heading towards several deep craters, while he was bouncing John reached down to his transmitter and flicked the switch.

"This is Captain John Jameson and I'm reaching the craters now….shuttle do you copy"

"Captain Jameson we read you loud and clear" his crew responded

"Is the new video camera working can you see what I see"

"Roger that everything is coming in nice and clear Captain"

"Good"

"Captain. We have just received a message from Houston and they want to know our estimated time of arrival on Earth, and have we retrieved the fragments"

"Tell them I've just located the fragments and I'm about to retrieve them and we should be back on Earth within the week thanks to Stark's new Boosters"

"Roger that Captain…..shuttle out"

"Roger"

Captain Jameson drifted over to the first crater and began to gather some of the small pieces of meteor fragment and put them into a specialized clear cylinder container. John slide down the sides of the large deep crater and he bounced towards the first black meteor rock fragment.

* * *

After a few minutes of collecting the rocks, he was about to leave the crater when something caught his eye: a shiny black meteor rock.

"What is that" he asked himself as he bounced towards the shiny rock. He bent down to the look at it and he immediately noticed two things. The first thing he noticed was that this rock was significantly larger than the other rocks and the other rocks were round and circular, but this rock was jagged and deformed. He picked it up and he felt that it was heavier as well. The second thing he noticed was that the deformed rock was crystallized. John was broken from his viewing by his team in the shuttle.

"Captain Jameson" came a voice over the transmitter

"Yes, I'm here"

"Sir….we are receiving a strange energy reading not far from your positions"

"In which direction"

"Northeast"

"Alright. I'm going to check it out"

"Sir….t-that's against protocol. Wait for back up I think Parsons is already suited up and ready to go it will just take a sec…"

"That's a negative, by the time Parsons gets here I could've already been gone and back…Trust me….I know what I'm doing" said John as he put the rock into the cylinder and bounced to where the strange energy reading was coming from.

"Shuttle…..How far away"

"Sir you are about 100 steps away"

"Roger that"

Captain Jameson bounced and bounced, but as he made his way closer to where the reading was coming from he heard the strangest sound….it sounded like a wolf howling.

**AWOOOOOOOOOOOOOOOOOO!**

"Shuttle do you hear that" he asked over the transmitter

"Hear what sir"

"That noise"

"We don't hear anything Sir

"I'm telling you something is…..WHOA!" he shouted as the ground that he was standing on suddenly collapsed and he fell through a giant hole.

* * *

**Inside the Hole**

"Ugh…shuttle…..come in….shuttle…this is Captain Jameson…I'm inside some sort of deep cavern and I can't get out….If you can hear me I'm turning on my GPS tracking system….send back up….Jameson out" he said into his transmitter. Rolling over to his side he began to stand up. Once he was up he started to scan the cavern he was in. Reaching up he flipped another switch and two bright lights on the sides of his helmet turned on.

**AWOOOOOOOOOOOOOO**. John froze in his spot after hearing the soft howling.

"What the hell is that" he said

**AWOOOOOOOOOOOOOOOOO**.

"It's coming from…..inside the cavern" he said trying to peer into the darkness. Looking up and seeing the hole that he fell through, he wanted to stay right where he was, and wait for back up, but his curiosity was getting the best of him. He was curious as to how he could hear howling when there was no air in space. Taking a step forward Captain Jameson ventured further into the deep dark cavern.

Deeper and deeper he ventured, until he had to come to a stop, because he was on the edge of a small cliff and because of what he was seeing.

"oh….my…..God" he whispered quietly to himself in shock of what was before him.

He saw a MASSIVE starship. The starship was long and narrow and obvious alien in nature, and very futuristic. The starship while being advanced as it was it was also halfway destroyed. John glanced over it and saw that it was cracked in half and the bottom end of the starship was missing and only the top half of the ship remained. Wires were jutting out and John could partially see into the interior of the ship. Looking to his right John saw that there was a small path leading down off the cliff that he could take to get closer to the starship.

Once down off the cliff, John carefully made his way closer.

"Shuttle….this is Jameson…..I don't know if you guys can hear me….but I hope to God you're still recording…this….this has got be the most amazing thing I've ever seen" he whispered into his communicator. Going towards the broken and beaten down starship, John looked over the texture of the ship. He reached out and put his hand on the metal, but when he put his hand on it, the metal suddenly began to ripple like water and pull John forward.

"Oh No…No…Stop…WHOA!" yelled John as he dropped his container as he was pulled inside of the starship.

* * *

**Inside the Ship**

Captain Jameson pushed himself off the ground and looked around. He was on some type of bridge. He could see a large viewing screen, he could see a large overturned seat in the middle of the bridge, which was probably the Captain's chair, but the thing that made Captain Jameson eyes widen the most was the two bodies that were on the ground. He made his way over to the bodies and he bent down to get a closer look. The first body he looked at was severely decayed and had a strange looked spear jutting out of it's chest. Continuing to examine the body with his eyes, he could make out certain human features, eyes, mouth and nose, John then saw that the dead humanoid was wearing some type of sophisticated light silver and blue battle armor.

"He…or it….must have been a solider of some sort" said John to himself. He looked up and moved over to the other body and rolled it over. The second body was in a ripped and tattered purple battle armor, and had a giant hole through the chest, and unlike the first body, this one looked almost as if it died yesterday. The creature had green skin, pointed ears, and its chin looked rigged, corrugated in nature. The creature looked almost human as well. John turned his head to the right and he saw a square red box not too far away from the second body and it was covered in dried green blood. John reached over and grabbed the box and looked at it. It was covered in strange writing that he didn't understand, but it didn't matter because it looked like it was easy to open. John grabbed the top and lifted the box open, and immediately the area was covered in four strange colorful glowing lights. The strange glowing was coming from four marble sized smooth stones. The stones were orange, red, yellow, and purple.

"Wow" whispered John as he stared intently at the four stones.

**RUUUMBBLE! RUMBLE!**

"What the hell" said John as he felt everything start to shake. Suddenly the ship started to light up and buttons and alarms started flash throughout the bridge. John fell to the ground as the starship shook violently. While trying to rise from the ground he looked up and he saw a message flash across the bridges viewing screen.

**WARNING! WARNING! INFINITY GEMS ACTIVE! EMERGENCY TELEPORTATION TO KREE EMPIRE ACTIVATED 10 SECONDS TO LAUNCH **was what flashed across the viewing screen of the starship, but John couldn't understand it because it was written in Kree language, but from the way the ship was shaking and the flashing lights, John knew that it couldn't be anything good.

"Uh Oh….time to go" said John as he closed the top to the box and stood up. He looked around for a way out. John started to run for the giant hole in the back of starship where the other half was once located. John jumped off the edge and floated down to the desert moon ground just as the top half of the starship glowed blue and vanished taking a big chunk of the cavern with it.

"Whoa" said John.

**AWOOOOOOOOOOOOOOOOOOOOO** went the howling that John heard earlier only this time is was distinctly louder than the last howl. John heard the howling loud and clear and he saw it was coming from the hole that Kree starship left. John tucked the box under his arm and he bounced over to his cylinder filled with the meteor rocks and then he made his way over to the hole.

"This is just getting too weird" said John looking in the hole. He saw a large destroyed statue shaped in the likeness of what looked like a dog or perhaps a wolf.

John made his way into the hole and then went up to the destroyed statue.

"That ship must have landed on this thing…..but the question is just what the hell is it" he asked himself looking closer at the stature, more specifically the eyes. The statue had one glowing red eye.

**AWOOOOOOOOOOOOOOOOOOOOOOOOOO**

John recoiled slightly in shock as he realized that the howling he was hearing was coming from the single glowing eye. Curiously John reached out to the eye and he pulled the lemon sized jewel out of the eye socket and he held it up to his face.

"**J…A…M….E…S….O….N….." **came a strained growling voice, from the jewel.

"What the H….."

"CAPTAIN JAMESON!" came a shout from over the communicator.

"Yeah I'm here"

"Sir Where the hell have you been, we've been trying to track your GPS signal, and we almost had it, but then a energy signal way off the chart…unlike anything I've ever seen before lit up our sensors like a Christmas tree and then nothing…..suddenly we get your GPS loud and clear"

"Are you on the way"

"Yes Sir….we have two teams on they way to get you now"

"Good…I'll be here waiting…..also…call Houston….and tell them I've found something…."

"What did you find sir"

"Proof that we are not alone in this universe"

"…Wait sir…..do you mean"

"Yeah….Aliens"

* * *

**On Earth: **

In a small apartment a man stood in front of his mirror undoing his tie. The man had short dark blonde hair, blue eyes, tan skin, and a strong muscular build. He was about 6'1 in height, and had on a uniform that suggest he was involved in the military. The man's name was Dr. Phillip Lawson and he was one of NASA's top 'star gazers', people who were tasked to study space. He had just completed his shift and had come back to his apartment to relax when he heard a knock on his door.

**Knock! Knock! **Went the door to his apartment. He looked at the door curious as to who could be at the door this time of night. He went to it and opened it and his eyes widened.

"Hello Dr. Lawson"

"Carol" he said in shock.  
S.H.I.E.L.D. Agent Carol Danvers stood at his door in her usual tight navy blue outfit and she had a smile on her face.

"Surprise to see me" she said not losing her smile

"Yes I am. I thought you said you were going on a mission"

"I am, but we don't leave for another few hours and I thought what could I do to kill time, can you guess what popped into my mind" she said suggestively

"No need it's written all over you face" he replied smiling at her

"So are you gonna let me in"

"Of course" he said opening the door wider and letting Carol come inside.

* * *

**Later: **

Carol rolled off of Phillip and let out a sigh of content

"My God….that was.."

"Spectacular" he finished out of breathe, leaning over towards her and giving her another kiss on the lips.

**BEEP! BEEP! BEEP! **Carol broke away from Phillip

"No ignore it" he said

"You know I can't do that Phillip" she said getting up from the bed. She went over to her discard clothes and searched for her shield communicator.

"This is Danvers"

"Danvers. Fury. Get your ass back here now. We've got a situation, Fury out"

Carol let a groan

"When don't we have a situation" she said to herself. She turned around to face Phillip "Looks like I'm going to have to cut this visit short"

"You always cut our visits short Carol"

"I know, but what can I do"

"You can transfer over to NASA like I've been telling you to for the last I don't know year or so"

"Please not this again. I like working at S.H.I.E.L.D. I'm actually doing some good"

"And I'm not"

"I don't think you can compare star gazing and liberating countries from dictators in the same category Phillip" said Carol while quickly putting her clothes back on.

"So your job is more important than mine now" he replied slightly offended.

"Okay look let's not argue alright….we had a good time…a very good time…so let's not ruin it by arguing okay" she said going over to him and giving him a quick kiss on the lips.

"See you later"

Carol turned and left the apartment leaving Phillip alone in his apartment once again. He laid down in his bed, closed his eyes and let out another sigh.

**BEEP! BEEP! BEEP! BEEP! **Phillip's eyes shot open when he heard another beeping sound, but unlike Carol's communicator this beeping was more high pitch. He jumped up from the bed quickly and ran towards his closet. He opened the door and began to quickly throw all of his items out until he came across a loose floor board. He pulled up the floor board and an intense blue glow filled the small closet space.

"Oh No…Dear God No" he said quietly. He reached into the space and pulled out a strange silver and blue silver wrist gauntlet and it had a circular green button on the forearm. He put in on his wrist and pressed the button, immediately the beeping stopped and a projection shot out of the gauntlet.

A message in an alien language popped up and was displayed throughout the apartment room. Phillip read the message and he dropped down to his knees.

The message said: **Kree Energy Detected…teleportation to Kree empire engaged in sector 13.**

"Oh No….That must be where the other half of the ship landed….The Kree will not let something like this go unnoticed….they'll come to investigate…..and wherever they go…..the skrullls are likely to follow….this is bad" said Phillip to himself.

* * *

**A Few Days later: Wednesday: Parker Household **

"Aunt May I know that I've been kinda flaky as of late and I just wanted to say sorry" said Peter who was sitting down at the table with his Aunt while eating breakfast, "I've just…just been tied up with a lot of things and it's just a matter of juggling everything and I guess I haven't been doing a good job"

"Well Peter I'm glad you recognized how very undependable you've been lately, but instead of being sorry and apologizing I want you to tell me what's been going on with you"

"Spider-Man" Peter replied looking at his Aunt"

"Spider-man" she repeated

"You know….taking pictures of him to earn my own cash"

"Peter….Dear I don't want you following this Spider-man character around, he's a dangerous vigilante and taking his photo might get you hurt…or worse he might hurt you"

"Aunt May Spider-man isn't like that okay….you can't believe everything you read….all he wants to do is protect people"

"Well why does he wear that horrible mask"

"He wears it to keep those he loves the most from harm. If any of his enemies found out who he was, then nothing would stop them from killing those he cares about"

"Still….the mask….it's….scary"

"Its not that scary"

"Peter…I want you to quit your job at the Daily Bugle and get a normal teenager job, like working at a fast food restaurant"

"But Aunt May"

"No buts Peter I would feel more comfortable knowing that you weren't following Spider-man around….so please….for me…find another job"

"…..fine….I'll look for another job….okay"

"Thank you Dear" she said getting up from the table and going over and kissing him on the head, "Now finish your breakfast, or you'll be late for school"

* * *

**Daily Bugle**

"Brock….you need another job" stated J. Jonah Jameson looking out of the window of his office.

"Whoa…JJ you can't be serious I need this job" said Eddie looking at Jonah with wide eyes.

"Brock you're a photographer, that has no photos…you haven't brought me anything I can actually use….in almost a year, I need results Brock you think money grows on trees..….so tell me why am I keep you around"

"JJ you're keeping me around because I'm your best photographer…and it's not my fault that I can't get a shot of this Spider-freak….he's too damn fast"

"Parker doesn't seem to have any trouble getting me photos of Spider-man and you're not my best photographer Brock…he is….you know why, because he gets results"

"YEAH I KNOW….HE ALWAYS GETS THE PHOTOS….every bank robbery, every car chase or everytime some psycho nut job shows up Parker gets the photo before I can even step off the bus, JJ….please just cut me some slack, I'm trying my best here"

"Well your best isn't good enough"

"Please JJ…..give me another chance….I'll do anything"

"Anything"

"I'll do anything to keep my job"

"Well I'm glad you said that Brock because I just so happen to have a job for you" said Jonah turning to face Eddie.

"What is it"

"I want you follow Parker"

"What" said Brock scrunching his face in shock

"You heard me I want you to follow Parker and find out just how he always seems to be in the right place at the right time to get a photo of that wall crawling menace"

"You think he knows Spider-Man"

"He has too….it's the only explanation"

"JJ….I…..I have better things to do than to follow around that punk Parker"

"Oh yeah like what Brock"

"Well first off I might be in line to get this internship that my teacher at ESU is offering to only a select few"

"Brock do you know how to juggle"

"Uh….no"

"Well now is the perfect time to learn….either you do this or you can find another job"

"So my choices are to either A, follow Parker around or B, I'm fired"

"Look at that….you do have a brain….I guess I owe Robbie 20 bucks"

"This isn't fair JJ"

"Life rarely is Brock…..now get outta here"

'_Asshole'_ thought Eddie as he got up from the seat and left Jonah's office making sure to slam the door as hard as he could.

Storming past Betty's desk Brock went to the elevator and pressed the button, '_Follow around Parker….this is so much Bull…..ARGH, JJ and his stupid vendetta…why do I have to…..damn it….this is all Parker fault…I really hate that guy_' he thought as the elevator arrived.

* * *

**Midtown High**

**RING! **went the late bell. Mary Jane said a silent curse as she fumbled with the books in her locker. She grabbed the books that she needed and then slammed her locker shut, but when she shut it Mark Raxton's face was behind the door, with a smile on his handsome face, his sudden appearance made her jump in fright.

"Jeez Mark…..you scared the hell out of me" she said putting a hand on her chest to stop her pounding heart.

"Sorry beautiful I didn't mean to scare you" he said leaning in to kiss her, but before he could get closer she stop him.

"Whoa cowboy…stop right there" she said sticking her hand out.

"What's the problem"

"Okay…look…you got a couple of freebies, but Mark you can't keep kissing me whenever you want I do even know you that well"

"What's to know I find you attractive you find me attractive, boom there it is" he replied leaning in again only for her to stop him again.

"What now"

"I do find you attractive Mark, but…..I have feelings for someone else, and I've recently decided that I'm going to explore those feelings"

"And" replied in an annoyed voice

"And that means that I can't be with you…I can't date you, I can't go the formal with you and I definitely can't kiss you"

"Its…that rich bastard isn't it….what's his name….the one whose Dad is bat shit crazy"

"His name is Harry, and you're being an asshole Mark" said Mary Jane angrily trying to pass him, only for him to grab her arm tightly.

"Let me go Mark"

"Hold on here Red…..you don't make the rules I do and you can't just tease me like that and then kick me to the side for some rich guy" he said all the while squeezing her arm.

"OUCH! You're hurting me you ass" she replied dropping her books and trying to slap him, but Mark caught her hand in his other hand

"Now none of that Red…..at least not now"

"LET GO OF ME!" she shouted loudly

* * *

**60seconds ago**

'_Damn it I'm Late'_ thought Spider-man landing on the roof of Midtown high. He quickly took off his bookbag and took out his school clothes.

* * *

**10seconds ago**

Peter Parker exited the stairwell that lead to the roof and he started running to his first period class.

'_I'm Late….hurry up Parker'_

"LET GO OF ME!"

"What the hell….that sound like Mary Jane" said Peter stopping and taking a sharp left

* * *

"LET GO OF ME!'

"Or What Red"

"Or we have a serious problem" came Peter's voice from behind Mark. Mark turned slightly to see Peter standing there.

"Parker right….listen this doesn't concern you…this is between me and my girlfriend"

"I'm not your girlfriend"

"Yes you are"

"Step away from her Mark" said Peter taking a step forward. Mark shoved Mary Jane to the ground and quickly turned and tried to punch Peter. Peter easily blocked the punch and returned with hard backfist to his nose.

"ARGH!" roared Mark in pain grabbing his nose which was bleeding profusely. He took his hand away and looked at the blood in his hand. He balled up his fist and growled in anger. He charged at Peter with another punch, but Peter easily sidestepped the strike and tripped Mark making him fall to the ground.

"You should quit now Mark, before you piss me off"

Mark quickly got up off the ground and turned to face Peter again with his hands up, but he saw Peter's eyes narrow. He dropped his fist and then spat on the ground.

"You got lucky Parker…..next time" he said before he turned and walked away holding his still bleeding nose. Peter watched him leave and then turned to Mary Jane and held out his hand.

"You alright"

"Yeah….thanks" she replied taking his hand.

"Anytime" he said while helping her off the ground. He then bent down and picked up her books and then handed them back to her.

"Thanks. God I seem to always attract psychos" she said leaning against her locker

"Must be your charm" joked Peter

"Must be"

"Are you sure you're alright"

"Yeah. Yeah I'm fine just a little shaken…..hey will you walk with me to my class….you know just…."

"Sure" Peter responded before she finished.

Peter and Mary Jane began to walk down the hall to her first period class, but while they were walking there was an uncomfortable silence between the two of them. Every few steps they both would awkwardly look at the other out the corner to their eye. This was the first time they were alone again since the incident and neither knew what to say to the other. Just as they neared Mary Jane's class she stopped and turned to Peter

"Okay…this is…..this is crazy"

"…..Why Mj, whatever do you mean" joked Peter. Mary Jane shot him a look that said this was not the time to joke.

"Okay…you want to talk about the incident"

"The incident, is that what you're calling it"

"What are you calling it"

"I'm calling it the time where I kissed one of my best friends"

"I like mine better…. it's shorter"

"Peter!"

"Well what do you want me to say MJ…..because I'm drawing a blank….it feels weird as hell being around you now, I'm fighting the urge to run in the other direction"

"Me too…..UGH!...this is what I afraid was going to happen between me and Harry and now it's happening between me and you"

"Maybe we're both blowing this thing out of proportion...…..it was just a kiss….nothing more right"

"Just a kiss…right….nothing more" she repeated shifting uncomfortably.

"It didn't mean anything" he said rubbing his neck

"Right" she replied looking at him

"Right" they both said at the same time, '_No matter how good of a kiss it was' _what they both were thinking as they looked at each other.

"So….we're in agreement"

"Yeah"

"Okay…see you Pete..and thanks again" she said passing him and going into the classroom.

"Anytime MJ" said Peter watching her go in, he then turned and made his way to his first period class.

* * *

**Space**

"Captain Jameson…..it's been days and I have examined these stones and I have no idea what the hell they are…the energy reading is off the charts but I haven't seen them light up like you said they did" said one of the scientist in the small lab inside the space shuttle.

After his crew had found him in the hole they helped take his findings back to the space shuttle and now they were on their way back to earth.

"Captain" said the scientist again looking up from the stones. The scientist saw John looking out one of the small circular windows in the space shuttle and he was staring at the moon as if he was in a daze and he was also holding the ruby he had found in the statue tightly.

"Captain"

"….."

"CAPTIAN!"

"Huh…..yes what is it"

"Sir. I was just telling you about the stones you found in this peculiar box"

"What about it"

"Sir these things are….out of this world…..just from these energy readings alone…just one of these stones has enough power to run the entire world 3 times over and there are four of them"

"My God"

"Sir….I've examine the this box and the metal on it is similar to ours only this is a little bit more durable"

"What about the statue"

"That….I don't know what to say about that, hopefully once we get to earth we can bring in more people who might can give you a straight answer"

"Good work"

"Thank you Sir, but there something I've been meaning to ask"

"What is it"

"That ruby in your hands….you found that on the moon surface as well, I need to examine it"

"NO!...I mean no….its nothing, but a souvenir"

"Sir. Protocol"

"Don't tell me about Protocol I know the damn Protocol okay, but you are not going to examine this….its nothing…understand me" John said a bit forcefully

"….yes sir"

"Good…get some rest, we'll be back on Earth in another day or so" said Captain Jameson as he made his way out of the lab, and towards his bunk.

* * *

**Midtown High: Lunch time**

Harry, Mary Jane, Liz, Peter and Gwen were all sitting at the lunch table eating their lunches in silence, mostly because of Peter and Gwen's semi-break up or being on a temporary break, whatever they wanted to call it, but it was silent as a tomb at the table, no one knew what to say or do, and it had been this way for the past couple of days. Mary Jane put her drink down and leaned over to Harry

"You see Harry…..this is what I was talking about….that could happen to us if we do the relationship thing" she whispered to him.

"MJ that's not gonna happen to us, besides Peter and Gwen are going through a small rough patch, it happens in every relationship, it will pass trust me. Peter and Gwen will back to couple of the month standard soon enough"

"Somebody say something…it's like someone died over here" whispered Liz to Harry and Mary Jane

"You know we can hear you guys right" said Gwen looking at them

"So….uh Gwen how's life at the Baxter Building" asked Harry trying to start up a conversation. At the mention of the Baxter Building Gwen's eyes lit up with excitement.

"It's like a dream come true, the people are spectacular and the science….Oh My God don't even get me started…..I mean I get to use stuff that I've only ever dreamed about"

"Well I'm happy for you" said Harry with a smile

"Oh…How is it working with the Fantastic Four it has to be awesome right" asked Mary Jane.

"Well I don't work with the Fantastic Four…..just with Dr. Richards….but there have been some incidents where the Fantastic Four have been put to action and your right it is kinda awesome, especially when I get to hang with the invisible woman"

"Cool"

"Forget the invisible woman, what about the Human torch, he's hot" said Liz

"Johnny is…alright….when he's not trying to ask me out on a date that is"

Peter who was only half listening, perked up when he heard Gwen talking about someone asking her out.

"AND YOU SAID NO" replied Liz

"I mean I have a boyfriend….or at least I had one" she said turning to left and looking at Peter, who was already looking at her. Everyone at the table grew silent again.

"Hey guys…can you give us 1 minute please" asked Peter

"Sure…..take 10 buddy…..ladies let's leave these two love birds alone" said Harry standing up with Liz and Mary Jane by his side.

'_Come on Pete pull this together…because if you and Gwen can't make it work there's pretty much no hope for me and Mj'_ thought Harry as he, Liz and Mary Jane walked away from the table.

* * *

**Peter and Gwen**

"Gwen"

"WHAT ! PETER WHAT!" she shouted, not caring about the looks from the teens at the other tables were giving the two of them.

"Okay…I know you're pissed at me…."

"Damn right I am….I just can't believe that you don't trust me….me of all people" she snapped at him

"Dammit Gwen it's not about trust its about keeping you safe" he snapped back

"Safe….Safe from what….are you in involved in something illegal….are in a gang….are a car thief or something…..just what the hell are you talking about"

"…..nothing Gwen….nothing…. just drop it okay"

"No I will not just drop it….we are in a relationship Peter….you're not supposed to shut me out….you're supposed to let me in"

"Gwen there are certain things in my life that I'm just not ready to share with you….or anyone….it's just too dangerous….and I care about you too goddamn much to let anything happen to you, I'm trying to protect you….why can't you understand that"

"So what you're saying is that I'm weak and I can't take care of myself"

"I didn't say that…don't put words in my mouth"

'That's what it sounded like you were saying, that whatever is going on with you the reason why you won't tell me is because you think that I'm not strong enough to handle it …I'm too fragile. Well news flash Parker I can take of my damn self and I don't need you to protect me…..I need you to trust me"

"You don't know what you're talking about Gwen"

"No you don't know what you're talking about. I'm not weak Peter and for you to even think for one second that I am after all the time that we've spent together than I don't know why the hell I'm even wasting my time on you…..on trying to make this relationship work" she said standing up from the table.

"So this is it then" said Peter standing up as well

"That's entirely up to you….I don't want it to be, but Peter I'm tired of this…..So last chance…either you trust me or you don't"

"….." Peter didn't give her a reply '_Tell her...Tell Her…TELL HER NOW PARKER!' _"I'm sorry Gwen….I can't"

"Well then….I guess….I guess we're done" she said in a low sad voice. They looked at each other for a minute, before they both turned and left the lunch room. Gwen went through the exit at the back of the lunch room that led to the outside, while Peter went through the entrance of lunch room, neither looking back at the other.

* * *

**Harry, Mary Jane, and Liz**

"I can't see what's happening" said Liz. The three friends had moved to a different table that was a little crowded and they were trying to see what was going on with Peter and Gwen.

"Oh No" said Harry

"What"

"I think….I think they have officially broken up" said Mary Jane let out a sigh.

"Bummer" said Liz leaning back in her chair.

"Okay they're leaving….we can't not let them break up" said Harry with determination

"Harry I don't really think that's up to us" replied Liz

"The hell it isn't we all know that the those two were made for each other and if they break up what hope do any of us have" said Harry '_What hope do me and Mj have'_ " So here's the plan I'll deal with Peter and you two deal with Gwen….alright"

"I'm in" said Mary Jane standing up "Come on Liz"

Harry stood up from his chair and left in the direction Peter went, while Mary Jane and Liz went after Gwen.

* * *

Harry left the lunch room and started to search for Peter. He had just passed the restroom when he suddenly felt someone roughly grab and pull him into the restroom and shove him against the wall

* * *

**Restroom**

"What the Hell….Mark" said Harry as he got a look at who had him against the wall. It was Mark Raxton who had bloody tissues sticking out of his nostrils and a angry scowl on his face. Mark cocked his fist back and punch Harry across the jaw send him to the ground. Mark then picked him up and then punched him in the stomach hard knocking the wind out of Harry.

"I should be asking you that same question Osborn…What the hell are you doing trying to move in on my territory, in case it wasn't clear when I first got here Red was my girl not yours"

"Well….I-I think…..that's a decision for her to make Mark…or has she already made it" said Harry looking up at Mark from the ground with a smile on his face. Seeing his smile Mark grabbed Harry and shoved him into the wall again.

"You think you're funny huh Osborn, well I can be funny too….I got a joke for ya….what's black and blue and has blood all over it…..give up…its you" said Mark punching Harry again only this time busting his lip.

"Now this is how it's gonna go Osborn, you are gonna break up with her and if you don't I'm going to kick your ass every single day until you do…..got me you rich bastard" growled Mark throwing Harry to the ground and kicking him. Mark then straighten his jacket and left the restroom leaving Harry there on the ground.

* * *

**Midtown High: The Roof**

Sitting in a heavily shadowed area of the roof Peter closed his eyes and let the gentle breeze blow across his face and calm his unsteady nerves.

'_Idiot…..Idiot…stupid…..you just lost the girl of your dreams...but I mean what did you expect to happen…she wants to know about a part of your life that's…..just too complicated to explain….not to mention dangerous….not to mention…spider sense…..God please not now'_ thought Peter as his eyes snapped open and immediately started to search for the danger. Peter stood up and silently followed to where his spider sense was directing him.

He peeked around a air conditioning unit and saw Dr. McCoy on his knees grabbing his sides in pain.

"NO!...God please…..not now" whispered Dr. McCoy to himself "I'm in Control….I'm…"

"Dr. McCoy"

"STAY AWAY!" he half shouted and half growled, he quickly reached into his pocket. He pulled out a syringe filled a solid yellow liquid. He then used his mouth to remove the cover and he stabbed himself in the arm and pushed down on the plunger, releasing the liquid into his blood stream. Peter cautiously walked toward his teacher.

"Dr. McCoy what's…..what's going on?"

Dr. McCoy slowly stood and turned to face Peter. Peter saw that Dr. McCoy's eyes were bloodshot and Peter could've sworn that his skin was a tad bit bluish.

"Nothing…..Mr. Parker…..nothing is wrong my boy….j-just a stomachache" he replied

"Are you…"

"Yes" he interrupted

"Okay..."

"Mr. Parker I've been meaning to contact you"

"Why"

"Because I have another opportunity for you"

"What kind of opportunity"

"Similar to the one you passed on at the Baxter Building"

"Yeah about that Dr. McCoy"

"Mr. Parker take it from me when I say that opportunities like that don't come easily…you have a gift and it would be highly irresponsible of you not to use your gift to the maximum capacity"

'_He just had to say irresponsible'_ thought Peter

"This opportunity is a genetic research internship at Empire State University"

"Empire U"

"Yes, I happen to know the man over the whole science and research department his name is Dr. Curt Connors"

"CURT CONNORS!" exclaimed Peter "I've read almost all of his articles on reptilian regeneration…..the man is a genius….and you got me an internship with him"

"Yes I did….it's an internship….but it's also a competitive internship…..the first meeting is today after school at 4:00pm at Empire U, can you be there or should I call and tell him…"

"NO! I'll definitely be there….I promise….how can I thank you for this Dr. McCoy, because I can not describe how happy I am about this" said Peter

"You excitement about science is my reward Peter….but if you really want to thank me…..win the internship and prove to Dr. Connors that my boasting about your brilliance is well deserved"

"Definitely Dr. McCoy" replied Peter

**RING! **went the bell

"I believe that is the late bell Mr. Parker…..I think you should get to your class"

"Yes sir" replied Peter turning and leaving the way he came.

* * *

Dr. McCoy watched Peter leave and as soon as he left, He fell to his knees again.

"The pain…..its getting worse" he said quietly. He reached into his pocket and pulled out his cell phone and dialed a set of numbers.

"C-Come on…..Come on"

"Hello"

"Kavita "

"Hank….I was just now thinking of you"

"Kavita…..the serum isn't working anymore"

"What….that's impossible"

"I know…I know, but it is…the pain is getting worse and worse and my skin turns a little bit more blue every day...I'm using makeup to cover up the parts that are blue, but at this rate I'll be bankrupt with the amount that I'm buying….not to mention the looks"

"At least you still have your humor"

"For now"

"Has the fur returned yet?"

"Fortunately it hasn't"

"Alright Hank, the only thing I can suggest at the moment is to up the dosage on the serum, it should stall the effects until I can return to the states"

"You're out of the country"

"Yes….A Company called Benetech has hired me to develop the cure on a mass scale"

"What!"

"Yes, Hank, you didn't expect me to just sit on the cure that you and I developed did you. No what you and I did was only the first step….think of what…."

"NO! Kavita…..I DIDN"T HELP YOU CREATE IT TO MASS PRODUCE IT"

"Well Henry why did you help me make it….just to cure yourself…there are others out there"

"I know there are others out there and some of them will not see this as a cure, but as an instigation of War….trust me"

"Henry I think you're being over dramatic….this cure isn't an act of war but a second chance….with this cure we can help people walk outside and not feel like a an outcast anymore…isn't that what you wanted when you first came to me"

"Kavita..."

"Henry"

"Where are you right now"

"I'm on my way to the Benetech facility"

"Where is that"

"I'm sorry I can't tell you, I signed a confidentiality agreement….…but I promise as soon as I finish up here…I will be back to the states to help you….goodbye"

"Kavita!...Dammit" said Dr. McCoy to himself, "What have I done". Hank looked at his phone and he dialed another set of numbers.

**Ring!**

"Hello"

"Charles it's me…I've got a problem" said Hank into the phone.

* * *

**After school**

**RING!** went the final bell. When the bell rang dozens of students poured out of the doors of Midtown High. Among the dozens of students were Gwen, Mary Jane, and Liz, who were talking amongst themselves.

"So this is it between you and Peter" asked Mary Jane

"I guess so"

"Is there any way you guys can just work this out"

"I've tried MJ I have and I'm tired of trying and I'm tired of talking about it now" said Gwen walking forward

"She is pissed" whispered Liz to Mary Jane

"She just broke up with her boyfriend it happens" replied MJ "Gwen wait"

"What"

"Maybe you should take a second to calm down and rethink this break up"

"No I'm done thinking about….." she started before she was interrupted by loud yelling and whistling. She turned around and saw all of the student looking up in the sky.

"Such a show off" she whispered to herself while looking up. In the sky was a giant number 4 made of fire, the logo of the Fantastic Four. From the end the logo Johnny Storm aka The Human Torch flew through the sky and towards Midtown High. He flew around in a circle around the students that were gathered, he then started to fly low until he gracefully landed on the ground and his flames went out.

"The Human Torch has arrived" he said. Flocks upon flocks of high school girls ran towards him trying to get his autograph and trying to kiss him.

"JOHNNY! JOHNNY! TORCH! OVER HERE! I LOVE YOU!" they all shouted.

"Ladies….Ladies….settle down"

"Oh God" Gwen groaned seeing him.

"OH MY GOD IT'S THE HUMAN TORCH!" shouted Liz

"Ouch….Liz my ear" replied Mary Jane "I wonder why is he here"

"WHO CARES" shouted Liz again running towards the crowd

"I don't know why he's here, but I'm leaving…..I see too much of him already" said Gwen turning and making her way from the crowd

"Hey Gwen wait up, I'm coming with you"

"Why don't you want to see the Human Torch too"

"Nah….I'm not a fan"

"Really"

"Yeah…..I'm more of a Spider-man fan"

"Haha….me too" replied Gwen

* * *

**Roof: Midtown High**

Peter was putting on his Spider-man costume when his spider sense buzzed slightly. He quickly ducked into a shadowed area on the roof, just as the Human Torch flew over head.

'_What the hell his he doing here'_ thought Peter slipping his mask on.

* * *

**Few Blocks away**

Gwen and Mary Jane were walking down the street when the Human Torch landed in front of them.

"Hello ladies"

"Johnny…what are you doing here" asked Gwen

"And here I thought you would be happy to see your best friend"

"I didn't say you were my best friend…you're just **a** friend"

"Same difference" he replied. Johnny then looked towards Mary Jane and put a smile on his face, "Why hello I do not believe we have met…I'm Johnny Storm also known as The Human Torch one part of the World's Greatest Superheroes I believe you've heard of the Fantastic Four"

"Who hasn't" replied Mary Jane uninterested

"I take it you're not a fan"

"You guys are alright….but I like Spider-man better"

Upon hearing Spider-man's name Johnny's face instantly scrunched up

"Gwen I see your friend….."

"Mary Jane"

"I see your friend Mary Jane doesn't have any taste, when it comes to heroes"

"Johnny you didn't answer my question why are you here"

"I'm here to see you beautiful….I couldn't wait for you to get to the Baxter Building, so I thought I'd fly over and give you a lift Human torch style"

"Johnny how many times do I have to tell you I have a boyfriend"

"Where is he then" asked Johnny with a raised eyebrow

"H-He's still at the school"

"Yeah…..look Gwen I thought we were friends right….this is me being friendly. It's a long way to the Baxter Building, let me give you a lift" he said with his best smile

"Johnny"

"Come on Gwen….I promise I won't talk the whole trip" he said. Gwen let out a sigh and then looked at him

"You're not going to give up are you"

"Give up isn't in my vocabulary, which is probably why I'm such a great hero"

"….fine…..but only this one time….alright"

"Awesome"

"I'll see you later MJ"

"Gwen…..what about...P"

"ALRIGHT LET'S GO!" shouted Johnny interrupting Mary Jane. He walked over and scooped Gwen up in his arms.

"JOHNNY!"

"Hold on Tight Gwen" he said

"Don't get any ideas"

"Wouldn't dream of it" he replied lighting his feet on fire and taking to the sky, flying towards the Baxter Building.

* * *

"That son of a B…." started Spider-man while looking at Johnny flying away with Gwen in his arms, "He's trying to steal Gwen…..why did she accept…..ARGH! No…I can't be upset at anyone other than myself…..this is my fault…I've pushed here away…Spider-man is pushing her away" he said to himself sticking to the side of a wall. He turned to left and saw Mary Jane start walking down the street by herself, but then he notice 4 guys that were walking real fast towards her. Two of them quickly grabbed her and dragged her behind a rundown store.

"Uh Oh" said Spider-man jumping off of the building

* * *

"OH LOOKIE HERE FELLAS A REAL TREAT!" said one of the guys holding Mary Jane.

"LET GO OF ME" shouted struggling in their grasps.

"Feisty I love this girl already" another said pulling out a knife and holding it to her cheek.

"You know has anyone ever told you….You are gorgeous"

"People have called me a lot of things but gorgeous isn't one of them" came a voice. The four guys and Mary Jane looked up and saw Spider-man sticking to the wall.

"But thank you for the complement" he continued

"IT'S SPIDER-MAN RUN!" one of them shouted. They dropped Mary Jane and tried to run away. Spider-man shot four web lines that connected to each of them and he yanked them back. He the dropped to the ground. The four guys stood up and tried to rush him. Spider-man sidestepped the first attack and tripped the guy, he then punched the second guy in the jaw and lastly he jumped in the air and spun around kicking the last two in the head knocking them down. Spider-man then webbed up the four guys and then turned to Mary Jane.

"Are you alright"

"Fine….T-Thank you Spider-man" she replied breathlessly

"It was no problem…its kinda my thing…..call the police" he said getting ready to leave.

"Hey….wait"

"Yes"

"I-I…uh…I j-just wanted to say I like what you're doing…you know….helping people…..and I don't think you are a menace" she stammered.

"Thank you….that means a lot" he replied "be careful walking alone" he said jumping in the air and shooting a web and swinging away.

"Wow" she whispered to herself, looking at him swinging away "He is so cool….but I can't help feeling a sense of déjà vu like I know him for someplace" she said to herself while pulling out her phone to call the police.

* * *

**Empire State University**

'_Dammit I'm Late….again' _he thought landing on the side of the science dome at Empire State. He took off his bookbag and pulled out his street clothes and began to get dressed. After a few seconds, a fully dressed Peter landed on the ground and he ran around the science dome and towards the entrance. Once reaching the entrance he quickly went inside.

* * *

**Inside**

"Okay…..now where am I supposed to go" he said looking down the long hallway that was full doors that led to different classrooms. Suddenly he heard a flushing sound. Turning to the right he saw Eddie Brock coming out of the restroom.

"Parker"

"Brock"

"What are you doing here" they asked at the same time.

"Me. I go to school here"

"Wait you go to school"

"You think you're real funny don't you Parker, well I don't so you better watch your mouth before I kick your ass" said Eddie threateningly "Now what are you doing here"

"Well since you asked so nicely, I'm here for an internship"

"Not Dr. Connors internship"

"Yeah how did you know"

"Because I'm trying to get the same internship"

"Really….huh Small world"

"Too small if you ask me…..listen Parker I need this internship….."

"And I don't"

"No you don't, you're still in high school….."

"So what"

"So I'm in college I'm thinking about my career and…..

"HEY!" shouted a voice.

Eddie and Peter turned to the voice. It was a girl who had one of the doors open and looking at them

"Can you two goons keep it down I can't hear Dr. Connors" she snapped

"Hey blondie don't tell me what to do" Eddie snapped back at her

"Wait, Dr. Connors is in there"

"Yeah he is, so shut up so I can hear him talk" she replied closing the door. Peter walked forward and towards the door the girl closed. Just before he reached the door Eddie grabbed him by the shoulder and pulled him out of the way.

"I go in first Parker"

"By all means" said Peter. Eddie opened the door and went inside,

"Asshole" Peter said under his breathe following behind him.

* * *

**Classroom**

Peter walked through the door as his eyes widen. The classroom had to be three times the size of the ones at Midtown, plus the whole classroom was a science lab. He looked around and he counted at least 30 students inside the classroom and they all were facing the man in the middle of the classroom: Dr. Curt Connors. He stood at 5'10 with brown hair. He had blue eyes, and an average build for a man that had to be in his mid thirties, but the thing that really stood out the most was that he was missing his right arm.

* * *

"So in conclusion my students our research here will be revolutionary, the work that we do here will no doubt push mankind into a new direction for the future, it will be a new day in the field of genetics and you my aspiring geneticist are the stepping stones for that future. So if there aren't any questions….who wants to get started….. "

* * *

After Dr. Connors opening speech he told the students to mingle amongst themselves for a few minutes and get to know their competition. Eddie was walking around and looking at those that might be a potential threat to him, but so far all the people he met don't stand a chance against him.

'_Ha these guys are idiots….this internship is mine'_ thought Eddie.

"Eddie Brock….glad to see you made it" said Dr. Connors coming up behind Eddie.

"I wouldn't dream of missing this Dr. Connors I mean I….." started Eddie,

"Sorry Eddie…will you excuse me for a moment" said Dr. Connors interrupted.

"But….." went Eddie, but Dr. Connors had already started walking towards Peter.

'_Parker'_ Eddie thought venomously while clenching his fist.

* * *

"Wow" said Peter as he looked over a machine that was in the classroom/lab. After Dr. Connors let them mingle, he immediately began to look at all the equipment, but his attention kept coming back to the machine he was currently looking at. It was a chamber, but in front of the chamber was a sophisticated looking gun.

"Fascinating isn't it" came a voice from behind him.

"What is it….is it a gun" said Peter not looking up from the machine.

"No….nothing that primitive, it's something new….can you take a wild guess as to what it is"

"Well…..at first glance…..I would have to say….some type of atom smasher…..but only one that geneticist use to maybe fuse DNA"

"Well Mr. Parker it seems Dr. McCoy was right about you"

Peter turned around and saw Dr. Connors standing behind him.

"Dr. CONNORS!" he shouted slightly.

"Nice to meet you Mr. Parker" he said holding out his left hand. Peter wasted no time in shaking his hand.

"No the pleasure is all mine Dr. Connors"

"I hear that you scored a 199 on the IQ Test"

"That's what they tell me"

"That's impressive…..most impressive…..I myself only scored a 190 and my wife scored a 191"

"Thank you sir"

"I give credit where credit is due…..but going back to this machine….you were partially correct. This machine is my crown jewel, it's the Neogenic Recombinator. It took me, my wife, and a few other scientists years to create this thing. Basically this machine produces high levels of radiation and it only targets certain DNA patterns. Let's say I had two people in that chamber and I took blood from both subject and I only entered the genetic structure of one those subjects into the Neogenic Recombinator. The Recombinator would recognize the pattern and only target that pattern" he explained.

"Thus making the bonding process of specific DNA patterns that much easier" said Peter

"Exactly Mr. Parker

"We can pick and choose specific DNA patterns to bond"

"Have you tested it"

"I have….but there's a slightly probably with the bonding process"

"What"

"None the subjects survive"

"Oh"

"That's what I'm hoping some of you will be able to help me with"

"Sir I would be honored"

"I'm sure you would be, if I pick you"

"What"

"Peter this is a competitive internship…there are only three slots and I'm only going to pick the three that I think have the best chance to help me crack this thing….which brings me to my next point….Dr. McCoy told of me your decision to not take the Baxter Building position"

"Sir it was more to it than me just not deciding"

"I'm sure….but I don't really care…Your reasons are your own. My only concern is reliability. Can I rely on you to be here and give 110%...can I…..

"Dr. Connors, let me stop you right there….I can assure you that you can count on me to be here….I promise"

"I hope so Peter"

"CURT!" called out a dark blond haired woman. Dr. Connors turned around and saw that his wife had called him.

"Dr. McCoy and I expect great things from you Peter…..don't let us down" he said before he turned and left to go talk to his wife.

'_I'm not go to let this opportunity slip through my fingers…..but I don't know if I can say the same for Spider-man'_ he thought to himself.

* * *

**Space Shuttle**

In the containment area of the Space shuttle where they were keeping all of their findings from the moon, the clear container that Captain Jameson had all of meteor rocks in started to shake slightly. The reason was because of the deformed crystallized rock. The heat from the space shuttle was radically different from the coldness of space; the heat had begun to thaw it out. The rock gave a shake again until part of the crystals broke off. Little by little more and more crystals started to break off until there were none left. The deformed rock started to move and slither almost as if it was stretching. The rock then turned into a thick black ooze and squeezed through the cracks of the container and onto the shuttle floor.

'_M-M-ust…..f-find…..host'_ thought the ooze as it crawled along the floor.

* * *

**Kree Empire**

"What are your orders Supreme Intelligence" came a deep baritone voice. The voice belonged to one of the Kree Empires greatest warriors, Ronan the Accuser. Ronan stood at about 8'3, he had a broad muscular build, he had the Kree blue skin and his eyes were green. He was in a Kree Battle Armor but unlike the rest of the Kree armor his wasn't silver and blue, Ronan's armor was Green and silver, with a blue cape attached to the back. In his hands was a weapon that was known as the 'Universal Weapon' it was in the shape of a large silver mallet.

"Has the vessel been searched" came the mechanical voice of the leader of the Kree Empire, The Supreme Intelligence. The Supreme Intelligence was a massive blue blob look organism with glowing yellow eyes and blue tendrils jutting out of its head. The Supreme Intelligence was in a mechanical liquid containment unit. The machine it was in was hooked up to advanced computers that feed information to the entire Kree Empire. The supreme intelligence was the complete and vast knowledge of the greatest Kree minds that was ever born.

"Yes"

"What have you learned?"

"The Vessel in question belonged Eol-Den, who was tasked with tracking down that traitor Mar-Vell and the Infinity gems, but further inspection of the ship has yielded no signs of the infinity gems or Mar-vell"

"Where has the vessel been all of this time"

"We have examined the vessel and determined that Vessel has been in a distant sector of the universe, one that we have not charted yet"

"Do you believe that Mar-Vell is in this sector"

"I'm not sure Supreme Intelligence, but it would not hurt to send a Kree Sentry to investigate"

"Good instincts Ronan, I was thinking the same. This is our first sign of the Infinity gems in almost 10 years if Mar-Vell is indeed in this sector then the Infinity gems shall not be too far away"

"Yes Sir…..your will shall be done" said Ronan as he turned and left the royal chamber.

* * *

**Skrull Homeworld**

"Queen Veranke!" shouted out a Green man with pointy ears, and a corrugated chin. The man was a skrull, A warrior race that was the eternal enemy of the Kree.

"Calm yourself…..and tell me what troubles you" came the calm voice of the Skrull Queen; Veranke. Queen Veranke was tall about 5'10, with black hair, green eyes, green skin, and the same corrugated chin that all skrulls possess. She was sitting in her lavish throne room when a messenger skrull came running in disturbing her peace.

"My Queen, our spies have told us that the Kree are sending a Sentry to an unknown sector of the universe"

"Did they say why" she asked slightly interested

"Yes….they said that the Kree believe they have found the Infinity Gems"

"SEND A LEGION OF SKRULLS WARRIORS AFTER THAT SENTRY NOW!" she shouted standing up from her throne.

"Yes My Queen" the messenger responded running out of the throne room as fast as he could.

"I knew it….patience…. that's all it required" she said to herself walking down the steps of her throne, "I knew they would do all of the hard work for us"

Queen Veranke walked towards a very large statue in her throne room. The statue was of a muscular man that had to be at least 6'7 in height. The man was frozen in the stone. She walked up to the statue and she rubbed her hand over the face affectionately.

"Soon My Love….we shall be together ….and the Kree shall fall before your might and the whole Universe will tremble at the name **THANOS** once again"

* * *

**End Chapter: Read and Review. Hey people its me with the closing comments, sorry it took so long, but as you can see this chapter was a very long one and it took me a long time to type it up, but its up now and I hope everyone enjoyed the chapter. The big question though is: can everyone figure out the different plot points. This chapter is loaded with stuff for future chapters and I'm wondering can anyone guess all of them. Anyway leave me a review and tell me what you thought of the chapter and then tune in next time for the next installment, this Nomad88 saying until next time…..**

**Ps: The newest chapter of Batman Beyond Vol 1 is going to be out soon, probably this weekend, so be sure to head over and check out the new chapter, and don't forget to review….**

**Next Up: Symbiotic **


	32. Symbiotic pt 1

**Disclaimer: I DO NOT in any form or fashion OWN these characters; in fact ALL CREDIT goes to MARVEL, STAN LEE, and DISNEY. They are the owners not me, I can guarantee you that I don't own anything or that any money is being exchanged. NO MONEY is being made off of this story I promise you, so please DO NOT SUE….I ASK AGAIN PLEASE DON"T SUE ME, because I HAVE NO MONEY…thanks…..now on with the story. **

**Hey readers, you know who it is and guess what I'm back with a brand new chapter filled with new plot points and some spidey action. I know you don't want to hear me talking so I'll say one last thing….read, review(Feedback is great), and most importantly enjoy. **

**

* * *

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**Chapter 27: Symbiotic part 1**

**Two Days Later: Daily Bugle: 7: 30 am**

"Parker these photos are terrible….but I'm in too good of a mood to waste my breathe yelling at you" said J. Jonah Jameson leaning back in his chair.

"I guess my luck is finally turning around….I'm almost afraid to ask what has you in such a good mood"

"My son is coming home today Parker and it's going to be on Television"

"You have a son" asked Peter with a raised eyebrow

"Yes I do and his name is Captain John Jameson. He's a pilot for NASA and A True American Hero….unlike this wall crawling menace…Spider-Man"

"Uh….okay"

"Listen up Parker, if you still want to be my freelance photographer you'll be here tonight at 8:00 pm"

"Why"

"So you can take pictures of my reaction when my son lands that shuttle. He was testing out a new Stark booster system and Stark being the ego maniac he is, will be filming the landing at the NASA base on the outskirts of New York".

"Why don't you get Brock to do it" asked Peter

"Brock is on another assignment"

"Fine….I'll do it"

**Knock! Knock!**

"Speak of the devil"

Turning around in his seat Peter saw Eddie come through the doors, and he did not look happy.

"Parker"

"Brock"

The two teens stared at each other for a long minute before Jameson broke the tension, by clearing his throat.

"If that's all Parker, you can get out…and aren't you late for school"

"I have plenty of time to get there before the late bell"

"On your way then, Brock and I have some business to discuss"

Peter stood from his seat and made his way to the door.

"Don't be late for the landing tonight Parker" was the last thing Peter heard before he walked out of the office.

* * *

**Jameson and Brock**

"What do you have for me Brock" asked Jameson eagerly

"Well good morning to you too JJ"

"Brock cut the crap I don't have time for it today, does Parker know Spider-Man or not"

Eddie let out a long sigh and then looked down at his hands for a moment and then he looked up at Jameson again

"I got nothing JJ"

"Dammit Brock…..you've been on him for two days and you've got nothing" said Jameson incredulously.

"It's not my fault…."

"I'm getting really tired of you saying that Brock"

"But it really isn't my fault…. Parker is like a ghost or something"

"A ghost"

"Yeah….one minute I'm tailing him and then I blink and he's gone…..vanished into thin air….there's something off about him"

"You're pulling my chain aren't you Brock…...he's a kid"

"What reason would I have to lie"

"The fact that you didn't even want to do the job in the first place"

"….I'm not lying JJ"

"Fine…..I'll give you the benefit of the doubt….but stay on him, he'll slip up eventually"

"Aww come on JJ I'm tired of this….I have to follow around Peter Parker…he's a 16yr old punk"

"Well Brock if you don't like it…find another job"

"…..fine…I'll stay on him" he replied standing up and heading for the door. Unknown to Eddie and J. Jonah, Spider-man was sticking to the wall outside of JJ's window, listening to the whole conversation.

'_So that's why Brock has been following me'_ he thought balling up a fist, '_And JJ…..why that sleazy, no good, ungrateful, flat top hack'_ he continued to think angrily.

"I should…." he started before he heard sirens blaring. He looked down and saw police cars speeding down the street

'_I'll deal with flat top and his flunky Brock later'_ he thought jumping off the Daily Bugle and swing after the speeding cars.

* * *

**Across Town: Oscorp Meeting room**

"Mr. Osborn you can not run this company, turn it over to us and we will run it for you" said one of the board members that were gathered in the meeting room. Harry sat at the head of the table facing all of the board members. Sitting next to him though was Dr. Sarah Stevens his Co-Ceo of Oscorp.

"Yes I can….I can run this company just as my father did"

"No you can't….your a 17year old child who knows nothing about business" another board member said forcefully

"So what if I'm 17. In some countries there have been people younger than me ruling an entire city"

"Well Mr. Osborn I hate to break this to you, but you are in the United States of America and in this country you have to be 21 or older to run this country"

"Excuse me….Mr. Orland is it" Dr. Stevens interrupted

"That's my name sweetheart"

" Don't call me that. First off My name is Dr. Sarah Stevens and I'm the Co-Ceo of this company and you will refer to me as such and secondly there is nothing in the rule books that say Mr. Osborn can't run the company even though he is only 17"

"Well I don't want some damn kid in charge of my future I've invested a lot of time and money in this company and I'm not gonna be ruined by this brat….his father has brought us to the brink, dressing up in a Halloween costume and Killing people….

* * *

Harry was looking at Mr. Orland as he was yelling, but then the strangest thing happened. While he was watching the board members and everyone else as they began to argue, he saw his dad: Norman Osborn walk through the doors and stare at him angrily. Harry looked up in shock as he saw his Dad standing there with that usual scowl on his face.

"D-Dad'

"You are completely useless you know that boy" Norman said as he stomped towards his son.

"How are you here….I-I thought…" Harry stuttered as he saw his Dad stomp towards him.

"TAKE CHARGE!"

"What"

"THEY ARE DOUBTING YOU….TAKE CHARGE…YOU ARE THE OWNER OF THIS COMPANY YOU MAKE THE DECISOINS DON'T LET THEM UNDERMINE YOU"

"Dad"

"HARRY!"

* * *

"Harry" said Dr. Steven's shaking him slightly

"Huh"

"They asked you a question"

"What"

"Listen up boy…what will it take for you to give us the Controlling shares of Oscorp" asked Mr. Orland with a hard stare.

Harry looked around the office in search of his Dad, but he didn't see him. He then looked at the clock on the wall and saw that it was 8:15 am

"I-I'm late for school…I'll have to think about" he finally replied putting his hand on his head and trying to calm his fast beating heart. He got up from the table and he quickly fled from the meeting room leaving everyone in shock.

"This is who we are throwing our confidence in"

"Ladies and Gentlemen I believe this meeting is over" said Dr. Stevens

* * *

**L Thompson Lincoln office: Later in the day**

"Hammerhead, I want you to do something for me"

"What is it" asked Hammerhead standing in front of Lincoln's desk.

"I need you to convince the young Osborn that it would be in his best interest to hand over his company to me" said Lincoln with an edge

"…When"

"When do you think idiot…..right now"

"It's 1:00, he's probably in school"

"Then where do you think you should be"

"….fine, I'm going" he replied through clenched teeth. Hammerhead turned around and was about to leave when Lincoln called out to him.

"Is there a problem Hammerhead" asked Lincoln rising from his chair. He walked from around the desk and towards Hammerhead until he stood in front him. His tall powerful stature towering over Hammerhead's short and stocky stature. Hammerhead looked up and stared Lincoln in his eyes unafraid.

"No there's no problem" he replied with narrow eyes

"Good, because I'd hate to have to replace my right hand man…but I will, if need should ever arise" said Lincoln leaning down slightly

"…..that won't be necessary"

"Good"

Hammerhead balled up his fist, and then turned and left Lincoln's office.

"It would seem that Hammerhead is beginning to think for himself…..perhaps it is time for me to seek out a replacement" said Lincoln out loud to himself while going back to his desk.

* * *

**Midtown High: 3:00**

**RING! **went the final bell signifying that school was over for the day. Teens filled the hallways all clamoring to their lockers and trying their best to get out of the school. Among the teens was one Harry Osborn and he heaved a heavy sigh. The whole school day he kept replaying the board members meeting in his mind. How his imprisoned father, Norman Osborn, just appeared out of thin air, but no one else noticed him.

'_Was that a dream or something'_ thought Harry as was walking through the hallways. Harry stopped at his locker and was about to open it when a hand slammed on the locker firmly closing it. Harry followed the arm with his eyes to its owner.

"Mark"

"Osborn"

"Get away from me Mark I'm in no mood for this today"

Mark Responded by grabbing Harry by his shirt

"Does it look like I care about how you feel Osborn….did you do what I told you to do or do we have to have another discussion"

Harry shoved Mark away and put up his fist

"Let's do this, because I'm not backing down"

"Hmph…..you got balls I'll give you that Osborn…but you picked the wrong person to cross…let's step outside" said Mark walking towards the exit, with Harry following behind. While Mark and Harry were having their discussion by the lockers they didn't notice that it was being listened to by Liz Allen

"Uh Oh" she said to herself as she saw Mark and Harry heading outside to fight.

* * *

Peter pushed his way through the thick crowd of teens and towards his locker

'_So Brock is following me in hopes of me leading him to Spider-man, which is me..…..well that should…._' he started to think before he was broken out of his internal monologue by someone calling his name.

"PETER!"

Turning to the sound he saw that it was Liz and she was running towards him.

"Hey Liz"

"Come quick…..my idiot brother is about to kick Harry's ass"

"Whoa what" asked Peter with wide eyes as Liz grabbed him and starting to drag him down the hall.

"Yeah he and Harry are about to fight outside and Harry doesn't know what he's getting into…..you gotta help him. Mary Jane told me how you kicked Mark's ass the other day….you have to do it again" said Liz quickly while pulling him along

* * *

**Mark and Harry **

"So you didn't do what I said huh Osborn"

"You caught me off guard last time Mark this time however you won't be so lucky" said Harry bravely putting up his fist. Mark smirked at Harry and then shook his head, he then lashed out with a quick jab that nailed Harry in the mouth. Harry took the shot and tried to throw a punch but Mark blocked it and punched him in the stomach and then he punched him in the face. Harry doubled over in pain. He took a few steps back to catch his breathe. He wiped the blood from his lips and then looked at Mark again and put up his fist. He took a few deep breathes and then charged with two quick punches but Mark dodged both of them and countered with two hard punches that caught Harry on both sides of chin and knocked him down to the ground.

* * *

"Ha…Pathetic Osborn….did you really think you could beat me in a fight…you pampered asshole….I bet you've never even been in a real fight before have you…have you…" said Mark looking down at Harry. Harry spit out the blood that was in his mouth and looked up at him, but only it wasn't Mark that was looking back…..it was his father Norman Osborn.

"You CALL YOURSELF AN OSBORN…..GET UP YOU PATHETIC WASTE OF AIR!" Norman shouted.

"Dad" said Harry in confusion

"GET UP AND FIGHT YOU STUPID BOY!"

"SHUT UP!" snarled Harry looking at his Father angrily and balling up his fist

"OR WHAT OR WHAT…..YOUR THREATS ARE MEANINGLESSS….IT IS ACTION BOY THAT PEOPLE RESPECT…..IF YOU TRULY WISH FOR ME TO SHUT UP….MAKE ME! COME ON MAKE ME!"

Harry didn't responded he just sat there staring up at his Father

"THAT'S WHAT I THOUGHT….YOUR WEAK…..WEAK…..WEAK!"

* * *

"WEAK!...DO YOU HEAR ME OSBORN….YOUR WEAK!" shouted Mark. Harry growled in anger and then looked to his right he saw a brick lying on the ground. Mark stomped towards the downed Harry, he reached down and grabbed Harry by the shirt and raised his fist. Mark was about to punch Harry again when Harry swung his arm and hit Mark in the face with the brick that he had grabbed when Mark wasn't looking. Mark recoiled and fell to the ground bleeding from the side of his face. Harry stood up and dropped the brick.

"I'm not weak" he said under his breathe just before he lunged and fell on top of Mark. Harry grabbed the dazed Mark and proceeded to rain blow after blow on his face. With every punch that Harry threw he didn't see Mark Raxton receiving them all he saw was his father taunting and insulting him. Harder and Harder he punched and the louder and louder his father taunted, on the last punch Harry felt someone grab him. He turned and saw Peter standing behind him.

"WHAT THE HELL ARE YOU DOING HARRY!" shouted Peter

"Peter….I-I-I" stuttered Harry looking down but instead of his father he saw Mark's beaten and bloody face.

"JESUS MARK!" yelled Liz running towards her brother. Harry stood up from Mark in horror of what he had just done.

"I-I-I…" he started before he turned and ran away. Peter watched as Harry took off down the street and away from the school

* * *

**Few Blocks away**

Harry ran and ran, despite the looks from the people on the street, despite the cramps forming in his legs, he just kept running. Finally after a few minutes he came to stop and he leaned against the fence that was next to him.

"What the hell is wrong with me…that was…." He started to say but before he could finish a long black limo pulled up beside him. The door opened and Hammerhead looked at Harry.

"Get in kid"

"My mother told me never to take rides from strangers"

Hammerhead pulled a gun out from his blue pinned stripe suit and pointed it at Harry.

"Do you really want me to ask you again Kid" said Hammerhead threateningly. Harry having no other choice took a deep breathe and got into the limo.

* * *

**Inside the Limo**

"Who are You"

"I'm an associate of Mr. Lincoln's…do you know who that is"

"Yeah a person my father hated with a passion"

"With good reason" added Hammerhead with a snarl

"So what is this…a kidnapping or something"

"No"

"Then what"

"This is what we grown ups like to call a back alley meeting, where we discuss things that would be generally frowned upon in the eyes of the public"

"What do you want"

"Mr. Lincoln wants you to sign over Oscorp to him and he wants you to do it publicly"

"When you say sign over…..you mean give"

"What do you think"

"I think Mr. Lincoln is out of his mind"

"I think the same thing"

"Then why do you work for him" asked Harry

"Because he pays me….kid look this is real simple sign over the company"

"Or what"

"You're a kid you've seen the movies where the bad guy makes a deal and then someone refuses…people get hurt"

"I-I-I can't just sign over my company"

"But regrettably you will…I really don't like killing kids….but I'm not above doing it"

"…I won't do it" said Harry

"…..I tell ya what kid….I'll give you a few days to let this little meeting sink in….but after those days are up I'm coming back here where you will sign over your company"

"…."

The limo they were in came to a stop. Harry looked out of the window and saw that they were in front of the Osborn Mansion.

"This is your stop kid…oh and one last thing, I'm sure you know this but…don't go to the cops…..because…" started Hammerhead looking at Harry and wanting him to finish his sentence

"Because you own the police"

"There ya go…now get out" said Hammerhead waving the gun at the door. Harry wasted no time in quickly getting out of the limo. The window to the limo rolled down and Hammerhead leaned out of the window.

"Hey kid….for what it's worth sorry your Dad went bat shit crazy and left you deal with this. They say money brings out the worst in people….it's good thing you won't have to worry about that for much longer…HAHAHAHAHAHAHA" laughed Hammerhead rolling up the window. The limo drove away leaving Harry standing in front of the mansion.

**THROOOOOM! THROOOMM!** Harry paid no attention to the loud thunder. He was rooted to his spot in fear. Dark clouds started to form in the sky and rain began to pour down.

* * *

**Oscorp Underground Lab**

Looking through a microscope Dr. Miles Warren smiled to himself.

"This….This is amazing…..this is unlike anything I've ever seen before" he said out loud, "This blood…..it's irradiated and this DNA Chain is half human and half spider…complete integration….completely perfect. I think I might be able to recreate this DNA" he continued.

"WARREN!"

Dr. Warren startled at the sound of his name being called accidentally knocked over a few tubes of blood. The tubes fell to the ground and shattered on impact.

"NOOOOOO!" he yelled in anger "LOOK AT WHAT YOU MADE ME DO YOU STUPID BITCH! THAT WAS THE LAST OF OSBORN'S BLOOD!" he continued to yell as he looked at Dr. Stevens with rage in his eyes as she entered the lab.

"Why do you have Norman's blood…..and who are you calling a stupid bitch, you ass"

"I'm calling you a stupid Bitch and for the last time I'm not telling you anything about what I'm doing"

"Oh yes you are…..do you know why…ask me why"

"Why"

"Because I'm the new Co-CEO of Oscorp industries"

"Bull…..there is no such thing"

"I'm afraid it isn't and there is such a thing….with Norman locked up all control of Oscorp went to Harry and he promoted me, so either you can tell me what you're working on or you can find someplace else to go. Miles looked at her for a long minute and knew he was out of options. He was too close to a breakthrough to just up and move, plus he still need to collect more data.

"….cloning" Miles said after a brief minute

"What"

"You heard me woman…..I'm working on cloning…..I'm dying of a disease. Five years ago I learned that I had a new type of disease and it's slowly eating away at my genetic structure…..which is why I look like I'm 65 rather than 54"

"An ageing disease" said Dr. Stevens

"No this is something radically different"

"How did you get this disease"

"….." Miles didn't respond he only looked at her with a look that said don't ask and he wasn't telling.

"Fine….don't tell me I can probably guess….so why cloning"

"Why do you think…self preservation…I can't have children, my gentics are too polluted…. And My genius is too great to let it wither away into nothingness, so I'm going with the next best thing"

"You do know that cloning is impossible right"

"We said the same thing about splicing and look at what we accomplished"

"If you are referring to that sand monster….that is an abomination that needs to be destroyed"

"Nevertheless, one thing in life that I've learned is that nothing…..and I do mean nothing is impossible….all it takes is determination"

"Why do you need Osborn's blood?"

"…"

"WHY!"

"You've seen how powerful he is….I want that…..I want my clone to have that, the world is changing Stevens…..power is only way to survive now and my clones will be at the forefront"

"You're insane you know that"

"As are you my dear…..the only difference between us, is that I'm willing to admit it"

"I want you out of here…today…..If you haven't cleared out of this lab by the time I get back…..there will be hell to pay" said Dr. Stevens turning but before she left she said one last thing to him, "Miles…..everyone dies, it's a hard fact of life….instead being cobbled in some lab trying you're best to stop the inevitable…..how about you enjoy the time you have left with some dignity" she said to him. After she said that she walked away, leaving Miles standing there.

"Yes….everyone dies…but not me" he said to himself as he balled up his fist in anger.

* * *

**ESU**

"Afternoon everyone I'm glad that all of you have returned. Today is the day that we get started….now seeing as how there are so many of you I'll be splitting you into teams of four. Each team will be given an assignment and a deadline…..those teams who reach the deadline will be that much closer to becoming a permanent intern with Me and my wife.

Team number 1 will consist of: Debra Whitman, Michael Morbius, Eddie Brock, and Peter Parker" Dr. Connors called out to the students that were gathered.

* * *

**Peter's Group**

"Hello I'm Michael Morbius…..I just transferred here from Greece it's a pleasure to meet you all" he said in a thick accent.

Michael Morbius stood at 5'11, with Dark hair, blue eyes, and fairly light tan complextion. He had a slim build and he looked to be in his early twenties. He was wearing a light blue shirt, with black jeans, and a white lab coat.

"H-Hello Michael….I'm D-Debra…..Debra Whitman, p-pleasure to meet your acquaintance" she stuttered. Debra Whitman was the girl that had yelled at Eddie and Peter the other day. She was 20 years old and a biochemistry major and ESU. She stood at 5'8 with light blonde hair, blue eyes and glasses on her face. She had a slim figure, and was wearing a blue dress, with blue heals and she had on a lab coat as well.

"Well Debra….the pleasure is all of mine" Michael replied in his thick accent, while taking her hand and kissing it. Debra let out a giggle and blushed slightly.

"Oh God I'm gonna be sick" said Eddie looking at the two, "Hey I hate to interrupt you two, but we got work to do"

"And who might the two of you be" asked Michael"

"I'm Eddie Brock"

"I'm Peter Parker….it's nice to meet you"

"Well Mr. Brock, Mr. Parker we are teammates and I hope that the four of us will become the best of friends"

"Don't count on it foreign boy….this is competition you three are just a means to end for me"

"You'll have to forgive him Michael he's an idiot" Debra chimed in

"Hey toots who you callin an idiot…..you don't even know me" Eddie growled back.

"Well only an idiot would be mean to a person that's only trying to be friendly" she yelled

"Who said I needed friends" Eddie shouted back

While Debra and Eddie were arguing Peter stood off to the side watching the scene.

'_I can see how this is gonna turn out'_ he thought to himself. Dr. Connors walked towards Peter and stood beside him watching the scene between Eddie and Debra.

"Interesting bunch aren't they"

"Interesting probably isn't the word I would use Dr. Connors"

"Nevertheless they are your teammates…..I paired you with them for a reason Peter, the four of you I believe have greatest potential out of everyone here to win the internships…..my wife told me it was a bad idea to put the four of you together…..but I'm curious to see what would happen if I put the four of the brightest young minds into a group."

"How does it look so far"

"So far….well it could be worse"

"That's true"

"I'm counting on you Peter to pull this group together"

"Why me"

"Why not you"

"…" Peter didn't respond he simply turned his head and looked Dr. Connors in the eyes.

"Good Luck" replied Dr. Connors with a smile before he patted Peter on the shoulder and left him to his group.

'_No pressure'_ he thought to himself as he turned to look at his group again. He let out a sigh and walked towards his arguing teammates.

"Please Friends calm down" said Michael trying to keep the peace

"HEY SHUT UP YOU TWO!" shouted Peter quickly getting their attention, "Look the two of you can kill each other later, but now we are here to do a job. Dr. Connors chose the four of us to be in a group for a reason. He believes that we'll be the ones that will win the internships, but we won't win anything if we keep fighting"

"Yes…..Peter is right, we should not be arguing with one another, but helping each other" Michael chimed in, stepping between Debra and Eddie

"You're right absolutely right Michael….I agree with you, we shouldn't be arguing, we are here for a reason" she said turning to him and gazing into his eyes.

'_Didn't I just say that'_ thought Peter raising his eyebrows.

"Yeah whatever" said Eddie folding his arms.

"May I have everyone's attention please" came Dr. Connors voice from in front of the classroom/lab. All of the groups turned to him.

"I trust that everyone has been acquainted with their groups….these are you're teammates for the time being and you must be reliant on them, because your success depends on how well you work with other. Often times you will find yourself paired with people of completely different background and you'll be expected to accomplish a specific task within in a time limit. I've tried my absolute best to simulate the scientific field in paring you in groups. I'll be monitoring each group and after I give you a task the group that completes the task first moves on, the groups that do not will be evaluated and the people that contributed most to the group will be taken and put in another group while everyone else will be asked to leave. I know this may seem harsh, but the scientific community demands results. So I hope everyone has their thinking caps on, because today you are no longer students you're scientist…..and your first task is successfully define gravity in words and in scientific formula as well as being able to explain how it would be possible to defy gravity…now without further adieu ladies and gentlemen you may….begin"

* * *

**Few hours later**

"Alright everyone…I've decided….that Team 1 will move on…they were the first to complete the task of defining Gravity. Teams 3, 7, 11 and Mr. Hathway from group 8 will be allowed to move on as well. If I didn't call your name or your group, I'm sorry to inform you that you did not pass, but just because you didn't pass this time does not mean you won't the next. Science is not always judged by success; sometimes the best scientist discovers something new from failure. So don't let this failure deter you from trying to achieve your goals, rather let it teach you a lesson, learn from today and come back stronger the next time…thank you for you for participating" said Dr. Connors to all of the students. The students that weren't call started to grumble and groan as they left the lab and once they left Dr. Connors started walking towards the people that he had called out from his notepad.

"Congratulations to all of you for passing that preliminary" he started, "I trust that all of you are ready to move on to the next stage, at least I hope you are. The next stage does directly involve genetics."

"Are we going to start working on it today" asked Debra

"I'm afraid not Ms. Whitman, I believe we have done enough for today, but as a consolation prize to surviving the first round, I'm going to show all of you the ultimate goal of winning one of the internship spots" he said going over to a projector. He turned on the projector and a DNA Chain popped up on the screen.

"Can anyone tell me what this is" he asked looking at them

"A DNA Chain" they all replied at the same time

"Very good" he said with a smile "But what kind of DNA chain is it…..look real close"

Each looked at the image real close.

"It's animal DNA sir" said Debra

"Correct, but can you tell me what animal"

"Reptile" came Peter's voice "It's reptilian DNA"

"Precisely Mr. Parker…..this ladies and Gentlemen is the corner stone of my research. For the past 10yrs I've been doing research on Reptilian DNA, specifically DNA from the Squamata Lizard family of reptiles. During my research I've discovered that they have vast regeneration properties. If you were to sever a lizards limb the limb would grow back before the day is out. Imagine if we could somehow integrate that regeneration ability into human DNA…..think about what this could mean for wounded veterans or people who are disabled" said Dr. Connors. As he was talking to the students he was unconsciously rubbed the stump where his right arm used to be, "This is why you are here…to help me finish this project"

"Finish" said Eddie curiously

"Yes Mr. Brock…..finish….I've come across a road block….my wife and I can not finish the integration process….I believe we need fresh young minds to help us with this…but this project is only for those that get the internship" he said turning off the projector, "Are there any questions….good…. now before I let you all go I want to show you some of my findings and some of my research"

* * *

**Few minutes later: 7:45**

Peter, Eddie, Debra, and Michael walked outside and they were each talking about what Dr. Connors said to them.

"Okay…there's a fine line between genius and insanity, so can anybody tell me where Dr. Connors falls on that line" asked Eddie

"Right in the middle" Debra replied "But…..I do find this very interesting….I think it might be possible to integrate Human and Reptilian DNA"

"At what cost though…..each test showed the reptilian DNA mass reproduction and taking over the human DNA" responded Peter

"True Peter….but what about the last test, if we were to use 25% more radiation then we could possibly stabilize the DNA" said Michael.

"No….radiation is too dangerous…you don't know what would happen if we were to use radiation on reptilian DNA on the scale that Dr. Connors was talking about…..maybe on a small portion. And that test that you're talking about Michael…..yes it stabilized but only for about 5 minutes until it broke down" said Peter

"Since when do you know so much about radiation Parker" asked Eddie with a raised eyebrow.

"Must be in my in blood" Peter retorted.

"Whatever it's late…..see you chumps later" said Brock stuffing his hands inside his pockets and walking down the steps of ESU.

"Well isn't he a ray of sunshine" said Peter watching Eddie walk away.

"It was a pleasure to meet the both of you, but I must take my leave" Michael said

"Wait M-Michael….I-I was wondering would you like to get a bite" Debra asked nervously.

"…..Debra….nothing would please me more….come I know this place where they serve authentic Greek food" replied Michael holding his hand out. She took his hand and they both made their way down the street in the opposite the way that Brock went, leaving Peter by himself.

'_Great…..look at the love birds…..kinda reminds me that I don't have a girlfriend anymore….._' he thought going down the stairs. Peter looked at his watched and realized that he was going to be late for his job at the daily bugle. He looked up and started running for the nearest dark area where he could change. Ducking into an alley he was about to change into his spider-man costume, when his spider sense went off. Peter quickly crawled up the wall and to roof of the building that was next to the alley. He hopped over the ledge just as Eddie peeked around the corner.

'_The hell I saw him go into this alley'_ thought Eddie as he ventured further into the dark alley. He shrugged his shoulders and was about to walk out of the alley when he felt himself being lifted off of the ground. He looked up and saw he was hanging from a web and sticking to the wall next to him was Spider-man

"SPIDER-MAN!" shouted Eddie

"I see you're a fan…..mind telling me why you're following people at night"

"Mind telling me why you're here" retorted Eddie taking out his camera and snapping a few photos, despite the fact he was hovering a few feet off the ground.

"I was in the neighborhood"

"Bull…..you know Parker don't you…you were looking out for him weren't you….come on you can tell me…..better yet how about I ask Parker" said Eddie quickly as he kept snapping photo after photo.

"Parker…..Parker name does ring a bell" said Spider-man putting his hand on his chin pretending to think "Wait is that the guy who keeps taking my picture all of the time"

"Come on don't play dumb with me" replied Brock taking another photo. Spider-Man grabbed his camera and stated to take the film out.

"HEY! WHAT ARE YOU DOING!"

"Do you plan on paying me for taking my photo" He asked

"No" said Brock scrunching up his face

"Well then I'm going to have to take this photos of me back" he replied taking the film out and tossing Brock's Camera back to him, "Oh and another thing….tell this Parker guy If I catch him taking my photo again I'm gonna do the same thing to him I just did to you"

"You can't do this"

"I already did" said Spider-Man shooting a web

"HEY YOU CAN"T LEAVE ME UP HERE" shouted Brock

"Don't worry the webbing melts in about an hour…..consider it your punishment for spying" he replied jumping off of the building and swinging away.

"HEY! I'M AFRAID OF HEIGHTS!"

* * *

**Space Shuttle**

"Houston this is Co-Pilot Miller we are currently on course and will be re-entering the Earth's atmosphere in T-Minus 8 minutes copy over"

"This is Houston Miller Where is Captain Jameson"

* * *

**Jameson's Bunk**

John in his space suit was at his bunk. He reached under his pillow and he pulled out the red ruby, that he had found in the hole that was under that Kree starship. The soft howling that he had been hearing started to grow a little bit louder. The louder the howling got the deeper John's gaze went into the ruby.

"**J..A..M..E…S…O…N" **came a growling sound, and then a sudden flash of light from the ruby.

"AGH!" shouted John as the flash from the ruby blinding him for a second. The ruby then began to burn through the space suit that was on John until it touch the flesh of his hand, where it imbedded itself into his left palm. As soon as the ruby touched his palm, a horrible transformation began to take place. First John began to breath heavier and heavier, next his bones started to snap and rearrange. His muscles started to expand and grow larger, and burst out of his space suit. John's skin began to turn white and thick white hairs began to cover his body, his eyes began to turn yellow, his ears became longer, and his mouth began to grow larger and his teeth and nails grew razor sharp.

"ARGHHH…RAHHHHHHHHH!" he roared after the transformation completed. Now he stood at 7'5 and he looked like a tall and imposing Werewolf or Man-Wolf creature.

"Captain Jameson, we need you up here we are entering the earth's atmosphere" came Co-pilot Miller's voice over the intercom in the Shuttle. The Man-Wolf hearing the voice growled in anger and made his way away from his bunk and towards the front of the ship.

* * *

**Daily Bugle**

The Daily Bugle employees were crowded into J. Jonah's office. They were all watching Jonah's Flat Screen T.V., which was on the news station and they were talking about his Son Captain John Jameson.

"QUIET ALL OF YOU!" he shouted

* * *

**TV**

"_Good Evening Ladies and Gentlemen for those of you just now tuning in I'm Jerry Chandler of Channel 5 news and I'm on sight of the NASA base on the outskirts of New York City. We are awaiting the arrival of a new Stark Prototype Space Shuttle. The Shuttle is being piloted by Captain John Jameson, who is the son of newspaper editor J. Jonah Jameson….wait just a moment I'm receiving word now that the shuttle has entered our orbit and it is on it's way here, we now bring you live audio from the shuttle which has been provided by NASA_

_

* * *

_

**Shuttle Audio **

"_AHHHHHHHHH…HELP US…_

"_NOOOOOOOOOOO ARGH!" _

**ROAR!**

**

* * *

**

**TV**

"_I-I-I-M….sorry but…um we seem to be experiencing technical difficulties"_

_

* * *

_

**Space Shuttle**

"AHHHH!" yelled Co-pilot Miller as the Man-Wolf slashed him across the back with his sharp claws. The Man-Wolf let out a howl after he killed Miller. He then looked out of the small viewing window and he saw the city lights of Manhattan. Without anyone piloting the space shuttle it was starting to drift off course.

* * *

**TV**

"_T-This just in…. there seems to be a problem with the shuttle….according to NASA, its beginning to drift off its intended course and it's heading straight for the City…If you are watching this broadcast, please get out of the city NOW!" _

_

* * *

_

**Daily Bugle**

"Oh..My…God" whispered an employee as they heard the broadcast.

"My Boy" said Jameson sitting down in his chair, staring at the TV Screen

"RUN!" someone shouted out, and as the words left the persons mouth everyone made a mad dash out of the office and towards the elevator or the stairs. People were knocking each other over, knocking over desk and computers trying to get out of the building and to their families so they could get out of the city before the Shuttle hit. Among the people rushing out was Peter. He ran towards the stairs and he immediately went towards the roof of the Daily Bugle, but as he ran up the stairs, he didn't notice the curious eyes of one Ben Urich looking at him.

"Where the hell is he going" said Ben to himself.

* * *

**Mayor's Office**

"Mr. Mayor we have to get you out of the city NOW!" shouted one the mayor's bodyguards.

"WHERE THE HELL ARE THE AVENGERS!" the Mayor shouted.

"Sir, I just called the Avengers Mansion and someone named Jarvis told me that the Avengers are on another mission"

"WHAT ABOUT THE FANTASTIC FOUR!"

"Sir they were the first ones I contacted, but I just heard back from Reed Richards, The Fantastic Four aren't even in this dimension and it's gonna be a few hours before they get back"

"GREAT!" the Mayor replied as he and his people exited the office and went outside. The Mayor saw New Yorkers running around screaming in panic, he then looked up and saw the Shuttle coming closer.

"Sir, I just got word from NASA, they just gave us the estimated trajectory of the where the shuttle will hit, and from what he's told me sir the causalities will be in the thousands"

"God help us" he said still looking up in the sky.

* * *

**Daily Bugle**

"…Okay….estimated Wind Speed….then Gravity…height…weight…..by my calculations, this shuttle is gonna hit somewhere near upper Manhattan and then kept going until it crashes into the Brooklyn Bridge where will roll into in the Hudson River. In the process it's gonna kill thousands of people…..so Parker, the million dollar question..…how do you stop it" he asked himself while standing on top of the Daily Bugle looking up into the sky. He saw what looked like a shooting star, that was coming closer and closer.

"Uh-Oh….I just got one of those crazy ideas….and it's a doozy" he said shooting a web and quickly swinging away.

* * *

**Several Minutes Later**

"Me and My crazy Ideas"

Spider-man was standing on the rooftop of a store that was in between two of the tallest buildings in Manhattan. He Shot a short web with his right hand, and the web connected to the building to his right, he then did the same thing with his left hand. He started to back up while pulling tightly on the web. Spider-Man kept backing up until he reached the edge of the rooftop. As the shuttle started to come closer, Spider-man waited a few seconds and then he unstuck his feet from the rooftop. He was launched from the rooftop and flew straight for the approaching Shuttle.

As he neared the falling Shuttle he noticed he was slightly off course, he quickly shot a web and pulled himself forward and stuck to the hull of the shuttle.

"HOT! HOT! HOT!...BLOCK IT OUT! BLOCK IT OUT!" he said to himself, and he crawled towards the front of the Shuttle. Reaching the front he tried to look through the small window but it was covered in blood.

'_SPIDER SENSE!"_ he thought frantically, he turned his head and he saw that the space shuttle was getting closer and closer to the city.

"How the hell am I gonna stop this thing"

Standing up he looked at the shuttle and he saw that the flaps on the wings and the flap on the tail was closed.

'_That's it…the flaps…..If I can some how open them then maybe….I might be able to glide this thing into the Hudson'_ he thought turning around again he saw how far the Hudson was from where the Shuttle was going, '_That's a long way…but it's the only plan I got_' he thought crawling to the left wing. Spider-Man shot a web line at the flap.

"Okay Spidey…pull…..like you've never pulled before…" he said. Pulling with all of the spider strength he could muster, the flap began to slowly slide up until it was all the way extended. The effect was that the Shuttle began to roll to the right.

"Whoa…okay….I got one now I gotta get the other" . Spider-man quickly crawled to the right wing. He shot a web line at the right flap and he pulled again. The right flap began to open. Now that both of the flaps were open the Space shuttle began to even out, but it was still heading for the city. Spider-man shot a web at the tail end of the space shuttle and pulled himself forward. He stuck to the tail and looked at the Hudson.

"Okay….I have to push this thing to the right….okay here we go" . Spider-man gripped the side of the tail flap and he began to pull with all of his might.

The Space shuttle began to pull up and turn. The bottom of the Space shuttle hit and destroyed a few buildings but it didn't crash into the city. The citizens of New York looked up into the sky in amazement as the shuttle glided over them and started to head for the Brooklyn Bridge. Nearing the bridge the Shuttle chipped the side and destroyed a small portion of the top, before it crashed into the Hudson river with extreme force causing a giant splash of water.

The citizens of Manhattan all began to cheer and laugh in happiness in the fact that the Shuttle didn't crash into them.

* * *

"I-I-I Did it…I did it….I can't believe that it actually worked" Spider-man said to himself out loud as he looked around. He stood up and he turned and saw that while the Space shuttle did destroy a few things, it didn't destroy the whole city like it would have if hadn't intervened.

"WHOA!" he said as he felt the shuttle give a shake and start sink a little into the Hudson river. Crawling over to the metal hatch on the side of the shuttle he grabbed the handle and pried the door open and dropped inside.

* * *

**Inside the Shuttle**

As soon as he dropped inside he had to recoil slightly, because there was blood and body parts everywhere. He crawled along the side and saw that the pilot had a giant slash mark going along his back and that the controls were destroyed by the same claw marks.

"Just what the hell happened"

**RUMBLE! RUMBLE!** Went the Shuttle as it started to shake violently and it started to rise into the air. Spider-man glanced through a part of the viewing window and saw that the shuttle was surrounded by a strange glowing blue light.

"Okay"

**BOOOM!**

Spider-man turned as he heard the loud sound. He quickly crawled along the inside of the shuttle and went to where he heard the sound.

Nearing the middle of the Shuttle he saw that a giant hole had been blasted out of the side. Next thing he noticed was a person was standing on the inside of the shuttle. The man from what Spider-Man could tell was very strange. He had on a strange silver battle armor and his skin looked to be bluish in color.

"Okay" Spider-man whispered to himself.

The blue skinned man looked around the ship as if he was searching for something.

"HEY!"

The man suddenly became alert and part of the armor on his hand turned into some sort of weapon.

"UP Here!"

He then looked up and saw Spider-man sticking to the side of the hole he came through.

"Mind if I ask who are you"

"My name is not important, only the danger this Shuttle has put everyone in" the blue skinned man replied.

"What Danger….."

"Look I don't have time to explain okay, time is of the essence the first attack has already been made…..I must get the gems off of this planet before the Kree empire gets here"

"What is the Kree Empire" asked Spider-Man, until he felt his spider sense start to buzz loudly '_Spider sense'_

**ROAR!** Shouted the Man-Wolf as he jumped out of nowhere and slashed at the blue skinned man in the armor. The man was caught off guard and part of his armor got damaged by the attack. The blue light that was levitating the Shuttle instantly vanished and the shuttle dropped back into the Hudson and began to fill with water because of the giant hole in the side.

"Okay this isn't Good" said Spider-Man as he jumped off the side and kicked the Man-Wolf in the back sending him to floor splashing water everywhere, "Hey blue guy are you alright"

"No…..my armor is damaged, which should be impossible"

**ROAR! **shouted the Man-Wolf standing up and turning to face the two.

"Listen to me Spider-Man; you must distract this beast while I secure the infinity gems"

"Wait the infinity what…who the hell are you"

"MY name is Mar-vell, and…" he didn't get a chance to finish because the Man-Wolf leapt at the two of them. Spider-Man jumped and shot a web line that connected to the Man-wolf's back, using his strength he tossed the creature into the side.

"Fine I'll distract Cujo….you find these infinity things"

"Thank you" replied Mar-vell as he turned out and pulled a circular device from his suit and tossed it in the air. The device gave a beep and let out the same glowing blue light. From the water 4 colorful stones started to rise into the air.

"They are all here….and just as I remember them…now where is the metal box they were in…I have to find it" said Mar-vell, but before he could celebrate finally having the gems in his hands or attempt to find the metal box, a thick black ooze shot out from the water and attached to his face. Mar-vell fell back into the rising water struggling to get the ooze off of his face. While he was struggling with the ooze, Spider-man was struggling with the Man-Wolf. Spider-man dodged another swipe from the sharp claws and responded with a punch to the jaw, but his blow didn't seem to do anything but make the Man-Wolf angrier.

"Hey Mar-vell did you find the things yet" Spider-man hollered out, but then he saw Mar-vell fall into the water. The Man-wolf saw Spider-man was distracted and leapt at him.

'_Spider sense'_ he thought jumping over the charging Man-Wolf and towards the downed Mar-vell. Just as Spider-Man leaned down to help Mar-vell his spider sense went off again. Acting on instinct he back flipped out of the way and the Man-Wolf went flying over him and right into hovering infinity gems.

Mar-vell ripped the ooze off of his face, just in time to see the Man-Wolf flying into the infinity gems. Mar-vell stood up and looked on as the Man-Wolf recovered at stood up as well. The Man-Wolf looked down at one of the infinity gems that was floating in the water. He reached down with his left hand and grabbed it. As he reached down Mar-Vell saw the red ruby that was imbedded in it's palm, and his eyes widen in recognition.

"NO! YOU MUSN"T LET THE GEMS TOUCH!" he shouted out right when the yellow gem touched the red ruby.

'_SPIDER SENSE!_'

**BOOOOM! **Was the only sound heard as the shuttle was blown in half, and began to sink even further into the water.

* * *

Suddenly bubbles began to form and out popped the Man-Wolf from the water. His white fur was singed in several places and it's face was burned slightly. The Man-wolf began to swim to the river bank, until it was able to walk out of the water.

**AWOOOOOOO! **He shouted in a mixture of pain and hunger. The Man-wolf then ran towards along the river bank and out of sight.

"AGH!" shouted Spider-Man as he burst from the water gasping for air. His costume was shredded, his skin was burned a little and he was pretty sure he was missing a boot. Spider-Man started to swim for the river bank when he saw something silver floating in the water ahead of him. He swam towards it and saw that it was Mar-Vell. Spider-man grabbed him and continued on to the river bank.

Spider-Man with Mar-vell in tow, collapsed on the river bank and he took several deep breathes.

"Hey….Hey…..are you still alive" asked Spider-man out of breathe. Mar-vell started coughing and spitting out water.

"B-Barely" he replied out of breathe as well, "My suit is damaged almost beyond repair…..that explosion took a lot out of me…..the infinity gems!" he suddenly shouted sitting up despite the pain. He took out another circular device and threw it in the air. The device started spinning and a blue light flashed across the wreckage of the space shuttle.

"**BEEP! INFINITY GEMS ARE NO LONGER IN THE AREA**"

"Dammit" he said quietly

"Just what the hell are these infinity gems"

"The key to unlimited power…I have to find them…if I don't….The War will be brought to Earth"

"What War"

"The Eons war between the Kree and the Skrulls…If the Skrulls get the infinity gems they will unleash Thanos and he will bring a reign of evil that will be the end of us all, but if the Kree get the gems….then the universe will be enslaved under their command…."

"You are not making any sense"

"I know…..this is a lot to take in…Spider-man can I count on you to help me again….in the future"

"Uh….okay….yeah… but I still don't understand"

Mar-vell gave a small smirk before pressed a button on his belt and in a blue flash of light he vanished. Spider-Man looked around and didn't see a trace of him.

"Oy…..what a night" he said to himself falling onto his back and looking up at the sky, "Shuttle landing, Werewolves, Blue skinned guys giving cryptic messages and Magical gems…..definitely one for the books" he continued. Spider-man then sat up, but then he noticed that there was a thick black ooze on his chest.

"And let's not forget the lovely Hudson River pollution…..yay" he said with sarcasm, while standing up. He then shot a web and then swung away.

* * *

**Osborn Mansion**

Harry was once again sitting in his father's study with a large bottle of liquor in his hands. He was also staring at the portrait of his father and he couldn't help but growl in anger. Harry took another swig of the liquor and leaned back in the chair he was sitting in.

'_Oh God…what am I going to do….these people are gonna kill me if I don't give them the company…what am I supposed to do…..this is all of your fault Dad…..you left me in this situation….so tell me what am I supposed to do'_ thought Harry still staring at his father's portrait

**KNOCK! KNOCK! **Hearing the knocking on the door Harry jumped up in fear. Dr. Miles Warren barged through the double doors and strode into the office angrily

"Osborn we have to…talk" said Warren, looking at the drunken Harry.

"How did you get passed security" came Harry's slightly slurred words.

"It doesn't matter…..what does matter is my future in this company"

"What are you talking about"

"That cow Stevens fired me"

"Maybe she had a good reason…..I trust her judgment"

"Judgment….."

"Look Dr. Warren….it's better you get fired now…know why…because pretty soon there isn't going to be an Oscorp"

"What are you saying"

"Nothing….there's the door…show yourself out"

"Hmph….I guess the apple doesn't fall far from the tree" replied Warren after hearing Harry's comment. He was about to turn and walk away when Harry called out to him.

"Wait"

Dr. Warren stopped and then looked at Harry again.

"You knew my Father well didn't you"

"I knew him to a certain extent"

"If someone threatened him….what would he do"

"He would fight back of that I'm certain…Norman Osborn is the fighting type…..I myself am more of a thinking person"

"How would he do it" asked Harry taking another swig of the liquor.

"Perhaps if you were to fill me in on the situation"

"…Today…..this man told me that if I didn't sing over Oscorp to L. Thompson Lincoln….he was gonna kill me" said Harry throwing the bottle to the ground.

'_Hmmm…this is not good…..wait….this….this could work to my advantage…..I need to play this just right'_ thought Warren rubbing his chin, "Ah yes you are in a predicament…..Harry…..have you tried the police"

"He said if I went to the police he would know"

"Not much good they would do you anyway"

"So what would my Father do in this situation?"

"Easy….he'd retaliate before his enemies"

"You mean…hire someone to kill…..I couldn't do that I-I…." stuttered Harry

"Fine then…if you don't want to hire someone….then do it yourself"

"Huh"

"Fight your enemies yourself…stand on your own two feet"

"I-I can't fight….this guy was bigger than me"

"What if I told you….I could make you stronger" said Dr. Warren, '_Hook_'

Harry slowly turned to look at him and then looked him in the eyes

"How"

"The how isn't important only the results….. I could make you stronger….faster….and smarter…..able to take your enemies out in the blink of an eye….would you be interested in that"

"…can you really do all of that"

"Of course I can" replied Warren '_Line and sinker'_ "but I can't do these things if I'm fired Mr. Osborn"

"….Can I have some time to think about this"

"Take all of the time you need Mr. Osborn you're the one that's against the clock" replied Warren heading for the door again

"Dr. Warren"

"Yes"

"You're not fired….I'll talk to Sarah and we'll work something out"

"Very Good Mr. Osborn…good night" he said walking out of the study with a giant smile on his face.

* * *

**Parker House **

Climbing through the attic window Spider-Man dropped to the ground and pulled off his ripped mask to reveal the face of Peter Parker. Peter let out a groan, that was a combination of being exhausted and because he was still sore from the explosion. He began to take off his spider-man gear, and shut down his small lab. Picking up his costume he looked at the rips, the tears and the black ooze that was still on it.

"Well I know what I'll be doing tomorrow…fixing you up and putting you in the washer…..joy" he said tossing the costume in the hamper and going down the steps that led out of the attic. He opened the door and left but not before turning out the lights.

The black ooze seeing the lights go out started to move and shift around. The ooze jumped off of the costume and slithered across the ground. The ooze made it way to the steps and slide down each step until it reached the door. The ooze then slide under the door and into the hallway.

'_m-must…find…..h-host'_ it thought. Just then a nearby door opened and out stepped Peter from the bathroom. Peter let out a yawn and then went into his room that was right across from the bathroom.

'_Host'_

The ooze slithered towards Peter's room and slide through the cracks of his door and entered his room.

Once inside the room the black ooze looked around and spotted Peter on his bed. Slithering towards the bed, the ooze crawled up the sheets until it was on the bed. The ooze rose up a little and looked Peter over.

'_Host'_

The black ooze began to make its way towards Peter's face. The black ooze reached his face and it rose up again and hovered over him.

'_HOST!' _

'_SPIDER SENSE!"_ thought Peter quickly his eyes snapped open just in time to see the black ooze latch onto his face.

"AGHHHHMMPPHHHHHH!" went Peter as he thrashed about trying to get the ooze off of his face, but it held tightly. Peter's thrashing soon stopped and he fell back onto his bed unmoving. The black ooze began to wrap around Peter's head and then his neck and pretty soon his whole body was covered by the black ooze. Peter now covered by the ooze suddenly stood up and he went to the window. He opened it and jumped out shooting a web and swinging away.

* * *

**Hours Later**

"Ugh…..my head…w-what happened" thought Spider-man as he opened his eyes, but as soon as he opened them they widen in shock. He was hanging upside down by a web in a midnight black costume with a large white spider symbol going across his chest.

"What…the hell…..is this" he said to himself.

* * *

**End Chapter: READ AND REVIEW. Hey readers it's me back again with the closing comments. By now I'm pretty sure everyone out there knows what story arc is coming up next….yep the much anticipated Black suit saga. Hopefully all of you will enjoy my interpretation of this saga and I promise you this arc has drama, action, humor, and more action. I just hope all of you stick around. Well that does it for this chapter. I wonder can anyone tell me all of the plot points for the next few chapters, because there are a lot of them in this chapter too. I hope you enjoyed the chapter, and I really hope you readers out there will review, So having said that I'll see you readers next time with the next installment…this is Nomad88 saying until next time….**

**Ps: If you haven't read it already the newest chapter of Batman Beyond Volume 1 is out, so remember to head on over to that story and read and review….thanks. **

**Next up: Symbiotic part 2**


	33. Symbiotic pt 2

Disclaimer: I DO NOT in any form or fashion OWN any of these CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact ALL CREDIT goes to MARVEL, DISNEY, and of course STAN LEE. I AM in NO WAY making any money off of these stories; NO MONEY is being exchanged or given. SO PLEASE DO NOT SUE ME. I ask again PLEASE DO NOT SUE ME…thanks….now on with the story.

**Hey readers its me again and I'm back with a brand new chapter with brand new developments. I'm glad that everyone is enjoying the story so far and I hope you all continue to read. REVIEW ( Feedback is golden) and of course enjoy….**

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** Chapter 28: Symbiotic pt 2**

"Okay…..what the hell am I wearing" said Spider-man while hanging upside down. He was looking at his reflection in the glass of the building he was hanging from. His eyes roamed over the new sleek black costume and the white spider symbol that went all the way across his chest. Letting go of the web strand he stuck to the glass and continued to look himself over.

"Whoa…..I-I look….and I feel…..Amazing. I feel like I just got my powers all over again" he said while flexing his muscles.

WHOOOO WHOOO; hearing the sirens in the distance Spider-man turned his head in the direction he heard the police going.

"Uh oh, trouble. I'll figure out where this thing came from later" he said. Spider-man crouched and then sprung off the glass, but when he sprung he felt himself go further than usual.

"WHOA! WHOA!" he yelled as he fell faster through the air. Suddenly his arm rose on its own and a black web line shot out from his costume.

"YAHOOOOOOOOOO HOOOOOOOOOO" he shouted out as he web swinged faster than ever. At the height of his swing he let go and he somersaulted over five buildings

"Did I just…." he started before another web line shot out and he swung away and after the police cars.

* * *

**2 hours later**

"YAHOOOOOOOOOOOO!" shouted Spider-man flipping through the air. He shot another web and swung around an apartment building and came to a stop on a flag pole.

"This…..this costume is awesome…..I can jump higher…swing faster….this thing is somehow augmenting my abilities….but the question is where did you come from"

'_**The Beyond'**_ whispered a voice inside his head.

"What the hell….a-are….are you talking to me" asked Spider-man looking down at the costume on his body.

'_**Yes Peter Parker….we are talking**_"

"What are you"

'_**Lonely' **_

"Lonely"

'_**Yes…we have traveled through the great Beyond….or what you call Space, for many centuries. We were traveling when we were struck by a rock. This rock carried us away….far away….until we landed on what you call the moon'**_

"Why are you on me….how are you on me"

"_**You saved us Peter Parker….from the shuttle. We only want to help you because you…helped us**_"

"Help me huh"

'_**Are we not to your liking…..we have increased your abilities. Do you not like your appearance'**_ the symbiote whispered.

"It's not…holy…" went Spider-man as the black costume suddenly began to shift and transform into his usual red and blue costume.

"My costume" he said looking himself over, "How did you do that" he asked.

"_**We are capable of many things Peter Parker'**_

"I see….I think I like the black better"

"_**As you wish….we are here to serve you'**_ the symbiote whispered back changing back into black.

"Serve me huh…this is so cool. You know I think I'll keep you" he said leaping off of the flag pole and shooting a web and swinging away.

'_**And we will stay with you'**_

_**

* * *

**_

**Hudson River: 6:40 am**

Standing on the river bank of the Hudson River were two people. One was a man with a camera and the other was a man holding a microphone that had Channel 5 News written across.

"This is Jerry Chandler Channel 5 news and not even 24 hours ago. The experimental Space Shuttle that was being piloted by Captain John Jameson crash landed in the Hudson river, which is right behind me. You can still see the shuttle as it is still sticking out of the water and….." started Jerry, before several loud noises interrupted him. He looked up to see several Helicopters landing and Military Jeeps arriving on the river bank.

"Are you getting this" said Jerry to his cameraman. The cameraman swung his camera around and started recording the soldiers getting out of the Jeeps. Several soldiers rushed up to the two and proceed to frisk them and confiscate the camera, their cells phones and their news van.

"Hey what they hell are you guys doing, haven't you heard of freedom of the press"

"Quiet" one of the soldiers growled out.

Out of the helicopter stepped two people; the first was one General 'Thunderbolt' Ross and he had a angry scowl on his face. The second person was about a few inches shorter than General Ross and he was a bit rounder as well. General Ross was slim, this man was wide. He had on a navy blue military outfit that had many medals, he had short almost grayish hair, and he a few wrinkles on his face. The man looked to be in his mid to late fifties. This man's name was Colonel William Stryker. The two men stepped off of the Helicopter and were walking side by side as they went towards the soldiers and Jerry Chandler.

"Good Evening Mr. Uh…." Started Colonel Stryker, before a soldier handed him a wallet. Colonel Stryker opened it and read the name, "Mr. Chandler of the Channel 5 news"

"Who are you" Jerry asked

"We are the United States Government and right now you and your friend here are trespassing"

"No we're not"

"Yes son you are" General Ross chimed in, "You are anything we say you are"

"What is this intimidation?"

"No this is a warning leave peacefully now or I will have brought on charges of treason and we will throw you in a hole so deep that no one will be able to hear you scream" said Colonel Stryker with narrow eyes. Jerry looked at the two of them and then at the soldiers and he let out a breathe in defeat.

"Fine…we're leaving. Come on Nick" said Jerry motioning Nick to the van.

"No we're confiscating the van Mr. Chandler. You and Nick there are walking back oh and if you say a word to anyone about this we will know and we will find you" said Colonel Stryker to Jerry and Nick as they walked away from the river bank, as quickly as they could.

"You know there will be more of them" said General Ross watching them leave.

"Not for another 2 hours I have my men blocking traffic as we speak which means we need to move fast. I want to know what happened on that shuttle"

"You mean you don't know already"

"Our computers were able to record a few minutes of video transmition that we didn't show to the public and what we saw…was very disturbing..…but to fully know what happened we need the video logs from within the shuttle" replied Colonel Stryker, "SOLDIERS! We don't have all day curious eyes will be upon us soon, so First team and Second team swim out and retrieve what I told you about and make it double time"

The first and second team soldiers began to put on their scuba gear with the intentions of heading out into the water of the destroyed Shuttle.

"Stryker"

"Ross"

"Why am I here. I have important matters to attend to"

"Like what….The Hulk"

"…"

"It was my understanding that Fury has deemed him off limits. Especially since he's trying to put him on his little band of so called Superheroes, The Avengers…..hmph….ask me they should all be put down"

"You haven't answered my question"

"Quite true"

"My time is valuable"

"I need help Ross"

"With what"

"Something that I putting together. I need help, I've already swayed several other people but….I've been met with some setback"

"Such as"

"Well….alot of people believe that I'm crazy"

"They are not the only ones. I know what you want me to help you with"

"Do you now"

"Your little mutant Crusade right"

"It's not a crusade. It's me trying to protect my country from threats. These mutants are a danger to us all. I'm shocked that no one else can that. They already out number us Ross in the thousands….blending in among us…pretending to be our friends, neighbors, lovers, wives and…..sons. It's only a matter of time before they show their true colors and try to take us over…..a few of them are already trying, they need to be dealt with and fast"

"Has anybody ever told you that you're a sick man"

"This coming from the man that has single-handedly cost the US Government 4 billion dollars in his hunt for a green freak of nature"

"…"

"I can help us both redeem our names"

"…how"

"There is going to be a special counsel held, where the top heads are going to discuss my plan as to where or not to go along with it and the ramifications that It will cause throughout the country. I need you to vote for it."

"Why would they even call me to such a meeting"

"Despite your setbacks with the Hulk….No one is better in the field with the troops than you and everyone knows it…..you hold the soldiers…you hold the cards"

"I think I got the gist of this. I vote for you and….."

"And I will make sure you have every resource you will ever to catch that Green Behemoth"

"SIR!" shouted out a soldier as he came up out of the water, "We have found what you have asked"

"Good pack it up and let's get out of here" replied Colonel Stryker. He then turned back to General Ross, "So…can I count on you"

"What's the name of the plan or project?"

"It's called Project Sentinel"

The General thought for a long second before he held out his hand, "Count me in….but know that I'm not doing this for you…I want to catch that Green Bastard and if your little plan can help me do that….then you've got my vote"

Colonel Stryker smiled and then shook his hand

"Welcome to the home team General….it's good to have you. More people that I can trust"

* * *

**Floyd's Butcher Shop: 8:00 am**

**DING! **Went the bell that was hanging on the edge of the door as Floyd the owner of the butcher shop walked inside. Entering the shop Floyd went to the lights like he always did and he turned them on. As the lights illuminated the dark shop Floyd's eyes widen in shock. The nice and pristine shop that he had locked up yesterday night was now replaced with smashed and broken glass everywhere, followed by half eaten and bloody meat along the floor. He cautiously stepped into his shop and slowly looked around. All of his precious meat was gone.

"What the h-hell" he said completely flabbergasted, "Why God Wh…what was that" he said to himself as he heard a noise coming from the back of his shop. He quickly made his way to the cash register and he punched in a number and the drawer opened. He lifted up the money holder to reveal a hidden gun. Floyd took the gun out and checked to see if it had bullets. Seeing the six bullets he closed the gun and made his way to where he heard the noise.

* * *

**Back of the Butcher Shop**

"Ugh…..oh…my head" grunted Captain John Jameson, as he opened his eyes "W-Where am I" he said as he sat up. He looked around as saw that he was lying on the floor in front an empty freezer. He looked down at himself and saw that he was naked and covered in blood and chunks of meat. He reached up to rub his head when he had to recoil in pain.

"OW!" shouted John taking his hand away from his head and looking at it. In the center of his left hand was that strange ruby that he had found on the surface of the moon and the ruby looked to be seared into his flesh. He touched it tenderly and again he felt pain shoot through his hand.

"The….hell" he whispered looking at the ruby.

**CLICK!** went the sound of someone cocking a gun. John hearing the click slowly turned his head and saw Floyd standing a few feet away with the gun in his hands and he was shaking furiously making John feel very nervous.

"Now Sir wait just…"

"SHUT UP!" Floyd yelled "I know how to use this thing…..i-if you move I'll kill you. Look at what you've done to my shop….I"M RUINED!"

"Sir I know….I know what this must look like…..but I can assure you I have no idea how I ended up in your shop….so if you could just lower your weapon we can talk about this in a civil manor" replied John trying to stand up slowly, despite protest from his aching body.

"NO DON"T MOVE" yelled Floyd backing up a little with the gun still shaking in his hands.

"Sir…my name is…."

"I SAID STOP" shouted Floyd before he accidentally pulled the trigger.

"ARGH!" shouted John as he felt the bullet graze his arm. He kneeled down in pain looking at the wound. He then looked at Floyd. Floyd stared back at John and then saw his eyes flash yellow. John began to transform into a tall and imposing white Werewolf. Floyd's mouth widened in fright of the creature before him. He dropped the gun on the ground and backed up until he was in a corner. The Man-Wolf stalked over to Floyd and raised it's arm and slashed Floyd down the center of his chest leaving giant gaping scratch wounds. Floyd fell to the ground dead instantly. The Man-Wolf licked it's talons before letting out loud howl. As the Man-Wolf howled he gradually began to shrink and shrink until John Jameson stood in it's place still howling. John opened his eyes and stopped howling. He looked down at the dead Floyd and then at the blood that covered his hand and the blood that was inside his nails. He noticed that the ruby in his palm was glowing slightly before it stopped and returned to normal. Panicking John searched for any sign of an exit. He looked and saw that there was a metal door in the back of the shop that led to what he hoped was an alley. He quickly ran over while grabbing a white apron and wrapping it around his waist. John pushed open the door and fled to the outside leaving Floyd on the floor in a growing pool of blood.

* * *

**30 minutes later**

Lieutenant Lee pushed opened the door and walked into the butcher shop. All of the officers in the shop looked up at her as she entered and they gave her a nod. She passed all of them and went into the back where she saw the coroner team wrapping up a body.

"What do we got" she asked looking around and seeing all of the half eaten meat.

"Floyd Benson. Age 39, killed by some type of slash marks across his chest"

"Any idea"

"Lieutenant from what I saw has to be some type of large animal, a bear….or a wolf"

"A bear or a wolf….are you sure' Lieutenant Lee replied.

"That's what these scratch mark's look like, if I had to pick it would probably be a wolf, but if it was this was a wolf it would've had to have been at least…

"7 feet tall" came a voice. Lieutenant Lee and the coroner looked up to see Spider-man sticking to the ceiling.

"Hi…I saw your car, figured I'd stop by and see if you needed some help"

"Kid….shouldn't you be in school"

"Stop trying to figure out who I am Lieutenant"

"What's with the black costume?"

"Figured it was time for a change, what do you think" he asked dropping to the floor.

"I liked the red and blue better" she replied, "So, what do you know about this wolf thing"

"That Shuttle I landed yesterday"

"Kid if you were just a little bit older I would kiss you on the mouth…..my parents are in town and they were downtown….when that shuttle passed over head…..thank you"

"It was no problem….its what I do. After I landed that thing though, I went inside the shuttle only to see the bodies of the Astronauts with these same marks and I ran into the creature that did it and it was a giant white Man-Wolf, or Wolf-Man"

"Man-Wolf"

"Just what it sound likes….it was a white Wolf that walked on two legs….nearly shredded me and that blue skinned guy"

"What blue skinned guy"

"Do you know anyone by the name of Mar-Vell"

"Who"

"Nevermind, during the fight the shuttle blew up and I lost track of that monster…..looks like he's found his first victim, but don't worry about it Lieutenant Lee, I'll catch him"

"Don't you mean we'll catch him?"

"No, I said it right. I'll catch the bad guy…. as usual" he said walking towards the back door.

"Are you feeling okay kid" asked Lieutenant Lee

"I'm fine…..why do you ask" he said turning to face her. Lieutenant Lee looked at him for a long second before she said anything.

"…No reason" she replied

Spider-man shrugged his shoulders and opened the back door of the butcher shop. He jumped in the air and fired a web, and swung away.

* * *

**Daily Bugle: Jameson's Office**

Robbie Robertson and J. Jonah Jameson were sitting in the office watching the news report that was on the Television, but while Robbie was listening to the report J. Jonah was only half listening, he was still reeling from the fact that his son Captain John Jameson was dead.

* * *

**T.V. **

"_Good Morning New York I'm your host Michelle Burns bringing you up to date news. Our first story is the controversial figure Spider-man. This vigilante/hero has been met with vast amounts of skepticism but after last night's heroic intervention it is safe to say that he is a full blown hero. The experiment Space Shuttle that was supposed to land on the outskirts of New York City, suffered an as of yet unidentified malfunction and upon re-entry to Earth's atmosphere began to drift off course and was heading straight for the downtown area of New York and would have killed thousands. We tried to get an interview with NASA on the exact Malfunction and on the status of the Astronauts piloting the Shuttle but so far NASA has been evasive and unresponsive, but as you can see on your screen we have footage of Spider-Man diverting the shuttle into the Hudson River. Due to his heroic deed, the mayor is now considering giving him a key to the city for….._

_

* * *

_

**CRASH! **Went the T.V. as J. Jonah threw his remote at the screen and cracked it.

"Was that really necessary Jonah" asked Robbie turning to face his long time friend.

"Every damn station Robbie…..Spider-man…..Spider-man…WHAT ABOUT MY SON DAMMIT!" shouted Jonah, "I-I…..my…my boy Robbie….he's….."

"Jonah…..I'm sorry about John, but you heard the report they are trying everything they can to find out what happened" said Robbie trying to calm J. Jonah down.

**KNOCK! KNOCK! **Went the door to Jameson's office. He and Robbie looked up to see Eddie Brock knocking on the glass.

"Robbie do me a favor…tell Urich to drop everything he's doing and I want him to contact whatever source he's got stashed away in the government and I want him to find out what happened to John…this is the only assignment I want him on"

"Jonah"

"Please Robbie…..I have to know"

"….Sure thing Jonah" replied Robbie going towards the door and opening it, letting Eddie slide inside.

"Morning Robbie"

"Morning Eddie" said Robbie while passing him and going to search for Ben Urich.

* * *

Eddie entered the office and sat down in the chair in front of Jonah's desk.

"What do you got Brock"

"I got nothing….b-but that's because Spider-man webbed me"

"What"

"Yeah….I was following Parker and the next thing I know Spider-man shows up and hangs me 10 ft in the air and he takes my film"

"So you don't have anything"

"…..did you not just hear me….Spider-man webbed me"

"Listen Brock….I don't care okay…..look I got another job for you forget Spider-man for now…I want you to team with Urich and I-I want you to help him get to the bottom of what happened with that Space Shuttle"

"What…..why Do I"

"BECAUSE I SAID SO DAMMIT!" shouted Jonah standing up from his seat and leaning over his desk, "If you don't like it you can always find another job"

Eddie frowned his face a little and gritted his teeth some, but ultimately he stood up from his chair and stormed out of the office; leaving the still fuming J. Jonah in his office alone. J. Jonah took a few deep breathes before he sat down in his chair again. He turned around in the chair to his large window, and he turned just in time to see Spider-man swing past in his new black suit.

"Hmph…..if you're hero why didn't you save my son" he said as a few tears started to leak from his eyes.

* * *

"WHOOOOOOOO HOOOOOOOOOOOOOOOOO!" Spider-man yelled out as he passed over Midtown High. He landed in his usual spot on the roof and went over to a secret spot where he had stashed some clothes, but just as he reached for his clothes the black suit began to shift and change again. The black suit changed into a pair of blue jeans, a red shirt, and a pair of tennis shoes.

"Oh yeah I'm definitely keeping you"

'_**And we shall stay with you Peter Parker'**_ the symbiote whispered. Peter smiled a little and backflipped off the roof of the building and landed gracefully on the grass. He straightened up and then walked around the school and to the entrance whistling while he was walking.

* * *

**Inside Midtown High: 11:00 am**

Walking up the steps of Midtown High Peter felt like a million bucks. He felt better than he's ever felt before and anyone looking at him could tell by the huge smile on his face. Peter was on his way to his locker when his spider sense gave a slight nudge. Holding up his right hand, he caught the football that was about to hit his head. Turning to the right he saw Flash, Kong, and Leo looking at him.

"Nice catch Parker" said Flash, "Now give it back before something bad happens to you"

'_**Throw it back at him Peter Parker' **_whispered the symbiote inside his head. Peter shook his head slightly before he palmed the football and threw it with perfect accuracy at Flash's mouth.

**POW!**

"AGH!" shouted Flash as he felt the football hit him with enough force to knock him off of his feet and to the floor. Flash grabbed his mouth and then looked at his hand and saw blood on it.

"Dude" said Kong looking at Flash's bloody lip. Flash wiped his mouth and then stood up. All of the teens that were in the hallway had stopped to see what was going to happen. Flash looked around and saw that all eyes were on him, waiting for him to respond. He balled up his fist and stormed towards Peter menacingly.

"Dude Parker's dead meat" said Leo following behind Flash.

Flash stood before Peter and put on his best angry face, but he was surprised to see Peter still looking at him with a giant smile on his face. Usually when he had on his angry face most people back downed, but not Peter.

"You're dead Parker"

"What's the matter Eugene I thought you wanted to play catch don't blame me because you caught the ball with your face instead of your hands"

"Think you're funny huh"

"Actually I know I am"

"Let's see how funny you are with no teeth" he growled putting his fist and taking a boxer's stance.

"OOOOOHHHH I'm scared now Eugene" Peter taunted.

Flash threw a left jab, which Peter easily dodged.

'_**Inferior has incited a challenge…..destroy him'**_ said the symbiote. Peter shook his head and dodged another blow from Flash.

"Flash you need to stop, before someone gets hurt" said Peter. Flash looked around for a second and saw that a circle had formed around the two and not wanting to be seen as weak, doubled his efforts to hit Peter.

"SHUT UP PARKER! The only one that's getting hurt is you" replied Flash

'_**Inferior has turned down offer of…..mercy…attack him…..attack' **_

'_No I can't…..I'll hurt him'_

'_**Yes you can you are the Spider-man. You are his superior….attack him….NOW!' **_

Flash came in with a hard right punch, but Peter saw it coming and block it, from there he punched Flash in the face and then grabbed his arm and twisted behind his back and shoved him into the lockers hard.

"AGH!"

"Well, Well isn't this a change of pace Eugene…..not too long ago I used to be the guy against the locker, hmph…its funny how things change. Now….I want you to remember this moment Eugene…..me holding your arm able to snap it in just a millisecond, I want you to remember this moment and think twice before ever screwing with me again….GOT IT!"

"WHAT IS GOING ON HERE! BREAK IT UP!" shouted the Principle at the crowd of teens.

"Mr. Parker release Mr. Thompson right now….you both know the rules, fighting is prohibited. IN MY OFFICE NOW!"

Peter let Flash go and he feel to the ground cradling his arm. Peter turned his gaze towards the principle and looked at him.

"In my office both of you"

Peter put the smile back on his face and started towards the principle's office whistling as he walked.

* * *

**Oscorp: Underground Lab**

"YOU SON OF A BITCH!" yelled Dr. Stevens as she entered the lab.

"Good morning to you too" replied Dr. Warren putting down the syringe in his hands.

"What did you say to Harry that made him keep you here" she demanded while storming up to him.

"I said what was needed. I told him it would be in his best interest to keep me around just in case he would be in need of my…expertise"

"You're trying to manipulate him"

"Just like you Stevens"

"What are you talking about Miles?"

"Don't play me for a fool. Ms. Co-CEO…..you're trying to run this company"

"Someone needs to"

"And that someone just happens to be you"

"Why shouldn't it be me. I've been here the longest and I know this company inside and out. The financial and public disaster that Norman has put this company in can not be contained by some 17yr old kid, but by someone older and wiser"

"Well Congratulations…you got your wish now let me have mine…..let me finish this project. All I want to do is Survive"

"But you're trying to clone yourself….you'll still be dead"

"No I won't, as long as my clone is alive, a part of me with still be on the earth, so therefore I will still be alive. Come on Stevens I know this cloning thing interest you. You and I are alike, you try to hide it be we are just the same. We thrive on science and its capabilities"

"I'm nothing like you"

"Yes you are…you just don't want to admit it" he said smiling that smug smile of his and looking her in her eyes.

"….Show me all of your work….so far" she replied folding her arms.

"You see I knew you were interested" said Dr. Warren pulling up his work on the computer.

* * *

**Midtown High**

**RING! **went the final bell. Teens filled the hallways all running to their lockers and trying their best to get out of the school as quick as they could. Among the teens was one Gwen Stacy, she was walking out of her last period class and was pushing her way through the thick crowd of teens to get to her locker. Reaching her locker she put in the combination and opened it. Pulling out the books she had homework in she closed her locker, but when she closed it, Peter was standing there, making her jump a little in fright.

"JESUS…..Peter. I told you don't sneak up on me"

"Sorry. I forgot you hated it when I do that. So…..how have you been since you know…you broke us up"

"Since I….NO NO NO Parker…..I didn't break us up you did" she said brushing past him and walking down the hall.

"That's not the way I remember it" he replied following behind her.

"Then you need to get your memory checked"

"No I don't….what I need is to have my girlfriend back"

"And you can….only if you're ready to tell me what's going on with you"

"UGH GOD GWEN YOU"RE….Listen we're going around in circles okay….what this really boils down…is trust. You don't trust me"

"And you don't trust me…..which is why we are no longer together" She replied stopping and turning to face him.

"….I do trust you"

"Enough to tell me everything" she asked

* * *

"_Sooner or Later I'm going to find out who you are and when I do EVERONE YOU'VE EVER LOVED IS DEAD!" _

_

* * *

_

"…"

"That's what I thought Peter" said Gwen attempting to walk away before Peter's hand shot out and grabbed her arm tightly "OUCH!" she shouted feeling his grip.

"Why are you making this so difficult Gwen, why can't you understand that I just can't share certain things with you"

"I'm not making this difficult Peter YOU ARE!...I've reached my GODDAMN limit. I'm tired of all of the disappearances, or not showing up when I need you, and you forgetting everything, and all of the cryptic answers and split attention and I'm tired of being second….I'm done" she said taking her arm out of his hand

'_I have to tell her….I want her back'_

'_**NO! you don't have to tell her anything. You are the Alpha Male she should bow to you they all should'**_

"Gwen"

"Peter I'm gonna be late for the Baxter Building….goodbye" she said turning around and walking away from him.

'_**Let her leave. There are more females' **_

"None like her" said Peter watching her leave.

* * *

**Later that Day: Daily Bugle 6:30pm **

"Mr. Jameson your wife is on the line" came Betty Brant's voice from his door

"Tell her I'll call her back"

"She said it's urgent"

J. Jonah took a deep breathe and picked up the phone.

"Julia What….HE'S WHERE!" shouted Jonah standing up in his chair, "I'll be there in 10 minutes" he continued hanging up the phone. He ran from his desk and grabbed his coat and hat and left his office, in a mad dash.

* * *

**NASA Base: Sector 12: 6:30pm**

"Sir…..what are your orders" asked one of the soldiers dressed head to toe in black military gear.

"Bring in Captain Jameson by any means necessary" replied Colonel William Stryker standing before the team.

"Yes Sir! PURIFIERS MOVE OUT!" shouted the leader leading the team out of the base and to their intended target.

"And so it begins" said Colonel Stryker watching his team leave the base.

* * *

**Parking Garage: Battery Park : 6:30pm**

"Hey Urich why are we here" asked Brock as he leaned against a car looking around the empty parking garage.

"We are doing something called investigative reporting, now be quiet" replied Ben lighting another cigarette.

"PSST Urich" called out a voice. Ben turned around and saw a figure standing next to a pillar in a grey trench coat and grey hat.

"Is that you"

"Yeah it's me"

Ben walked over to the guy and greets him as usual, by handing him a white envelope that was full of money.

"Is it all in there Urich?"

"Most of it"

"Most" the man in the trench coat repeated with raised eyebrows.

"My Family gotta eat, all I could come up with on such a short notice"

"Urich I'm risking my neck"

"You think I don't know that….you know I'm good for it, just take it on a leap of faith"

"…fine….whose he" asked the trenchcoat man pointing to Eddie

"Don't worry about it, he's…he's with me, just tell me what's going on with this shuttle what's with all of the hush"

"Alright Urich here's the low down, That shuttle as you know was experimental, but what you don't know is that the government was documenting everything within the ship from personal video logs. Every day the astronauts had to keep a video log and report progress and what not, during the re-entry one of the astronauts left their video log on and recorded some very disturbing images"

"So the government does know what happened to the astronauts"

"Of course…there's relatively little the government doesn't know"

"So what was it"

"Captain John Jameson" replied the trench coat man

Ben's eyes widen at his comment

"Say that again"

"It was Captain John Jameson…..he was in his bunk and all of a sudden he started to transform into this white wolf and he ripped the crew apart"

"Where is he now…..better yet what is the government going to do now"

"What do you think…they are going to bring him in, they have a lead on him now, Colonel William Stryker is ecstatic about this whole thing too"

"Why"

"Because this furthers his plans against mutants"

"…..mutants" said Eddie "What the hell is a mutant"

"If Colonel Stryker's Plans go through, you'll find out soon enough kid…..trust me"

"This….this is bad….where is John now"

"Where do kids go when they are in trouble"

"Home" replied Ben and Eddie at the same time.

"Bingo…and from my knowledge of Stryker he's probably already sent out his team of Purifiers to collect Jameson"

"Purifiers"

"Stryker's personal team of psychos…..you better get there before they do and tell John to run and keep on running…our times up Urich…..call me when you got the rest of the money" said the trench coat man turning and leaving the parking garage. Ben quickly grabbed Eddie and starting running to his car.

"Easy Urich"

"Shut up Eddie we gotta get Jonah's house quick" he said getting into his car.

* * *

**Jameson Household 6:50pm**

"JULIA! JOHN!" J. Jonah called out as he rushed into his house

"IN HERE JONAH!" Julia called out. J. Jonah ran into the living room and saw his wife Julia and his son Captain John Jameson sitting on the couch. Jonah ran to his son and grabbed him and hugged him as tightly as he could

"John"

"I'm okay Dad…really"

"My son….let me look at you…" said Jonah breaking the hug, "God son you had your mother and I worried….WHAT THE HELL HAPPENED!"

John broke away from his father and sat back down on the couch next to his mother, and put his hands on his head.

"I-I don't know dad…..that last thing I remember was being in my bunk on the shuttle and then…

* * *

_ROAR!_

"_NOOOOOO!" _

"_HELP US!"_

_

* * *

_

"Then what John" asked Julia

"Nothing…next thing I know I'm waking up in the back of a butcher shop covered in meat"

"Covered in meat" repeated Jonah with raised eyebrows

"Yeah I'm shocked about it too Dad….after I woke up I high tailed it out of there and came here"

"John why didn't you try to contact the NASA base or anything like that" asked Julia

"Well for one thing Mom I was naked…..and the second how am I supposed to explain what happened on that Shuttle"

"I don't know maybe NASA has some video footage or something"

"…..yeah….maybe" replied John

"You know what I don't care…we can contact NASA later, I'm just glad that you are safe"

**SCREEEEEEEEEEEECH!** Went the sound of a car coming to a sudden halt in front of the Jameson household.

"What the hell was that" said Jonah going to window and looking out. He saw Ben and Eddie get out a car and run up to the front door.

**RING! RING! **

"Jonah who is it"

"It's Urich" he replied going to the front door and opening it.

"Jonah!" shouted Ben barging into the house, followed by Eddie

"URICH! BROCK! WHAT THE HELL ARE YOU TWO DOING HERE!"

"Forget that Jonah where is he….where is John"

"How did you even know he was here?"

"JJ your son is a freak" said Eddie

"What are you talking about"

Ben rushed into the living room and he saw John and Julia looking at him.

"BEN!" shouted Julia

"Hi Julia, John come on we have to get you out of here"

"Ben, what are you doing"

"No Time to explain now Come ON!"

"YES THERE IS URICH CALM DOWN AND TELL ME WHAT THE HELL IS GOING ON!" shouted J. Jonah coming into the room and grabbing Ben.

"Alright…..I met with one of my contacts in the government. They know what happened on the Space Shuttle"

"What happened" asked John

"You transformed into some white Wolf creature…..The military is on their way here right now to take you in, because they believe you are a mutant"

"A what"

"A mutant John…someone that's born with an extra ability" replied Ben

"Urich mutants are myths…and what have I told you about your wild accusations"

"You and I both know that my so called accusations are true the majority of the time Jonah…..and what I'm saying now is 100% fact. John is a mutant and the government is on the way here to get him"

"B-But they can't do that" stammered Julia.

**CRASH! **All of the occupants in the living room turned to the sound of something crashing through the window. They looked down and saw a silver metal can. The can gave a hissing sound as a white smoke started to spray out.

"ARGH!" they all shouted out as they breathed in the gas.

"cough…..t-tear…..t-tear gas" gagged Ben

* * *

**Outside of the house**

"Targets are immobilized team move in" said the leader of the purifiers

* * *

**SMASH! **Went the front door as it was kicked open three people in black military gear and gas masks stormed the house. The soldiers made their way into the living room and they saw everyone on the ground gagging and coughing. They immediate started searching for John who was on the floor coughing as well. They ran over towards him and grabbed him. John cracked an eye open despite that fact that was burning and he saw the soldiers and he also saw his family on the ground, and once he saw his family was gagging and coughing a strange sensation began to spread throughout his entire body. The soldier grabbed him and yanked him up, but once he was up John flexed his muscles and threw them off of him. The red ruby in his palm gave a sudden flash of red and an all too familiar transformation began to occur. John started to breathe heavy and sweat hard.

"AGH!" he cried out as he felt his bones began to break and rearrange. He started to grow taller, hairier and muscular. His clothes start to rip as his muscles expanded, and his shoes burst open as those razor sharp claws started to grow in length.

ROAR!, the Man-Wolf shouted out as the transformation completed.

"KILL IT KILL IT!" yelled out one of the soldiers. The soldiers began to fire, but the Man-Wolf dodged the bullets and jumped towards them. The Man-Wolf slashed one of the soldiers across the chest leaving deep claw marks in the man's chest. He then turned around and knocked the weapon out of the hands of another soldier and then grabbed him and tossed him into other soldier.

* * *

**Outside**

"DAMMIT MOVE IN MOVE IN!"

* * *

The Man-Wolf's ears turned to the sound of feet running into the house. He growled and then burst through the side of the house and took off, just as the soldiers outside ran into the house.

"TARGET IS LOOSE! I REPEAT TARGET IS LOOSE AFTER IT!" they shouted running out of the house and back to their vehicle.

J. Jonah fighting through the burning sensations in his eyes cracked them open.

"J-John" he said trying to get up.

* * *

**Elsewhere**

"GAH!" yelled a thug as he received a devastating blow to the face. Spider-man turned to the remaining two thugs.

"RUN!" shouted Spider-man at the two thugs. They wasted no time in turning and taking off.

"HAHAHA..I love it when they run" he chuckled to himself as he took off after the thugs.

The two thugs ran as fast as they could.

* * *

"Man…..did you see that. Spider-man nearly took Mitch's head off….I told you we shouldn't robbed that place" said one of thugs

"Shut up and keep running"

They kept running until they turned the corner and a giant spider web blocked their path.

Suddenly they heard a sound behind them. They turned to see the black clad Spider-man running up to them. He punched the first thug so hard in mouth that it knocked 5 teeth out and across the ground. He quickly pivoted and delivered a kick to the second thugs chest, and audible crack sound could be heard. Both thugs hit the ground hard, one was knocked out and the other was writhing on the floor in pain.

"M-M-My…..r-ribs….y-you b-broke them" the thugs struggled to say. Spider-man stalked over towards him and grabbed him by the scruff of his neck

"You're lucky that's all I broke….next time you'll think twice before coming into my neighborhood" he said menacingly before head butting the thug and knocking him out. Spider-man webbed the two thugs up, and then jumped in the air, while shooting a web and swinging away.

Swinging high in the air Spider-man somersaulted and cart wheeled, until he felt his spider sense give him a nudge. He looked down and saw a familiar looking white creature running and jumping among the rooftops.

"What do ya know…..the Wolf monster….time for round two" he said letting go of his web line and diving towards the Man-Wolf.

The Man-Wolf made a mighty leap to a building.

"HEY FURBALL!" a voice called out.

The Man-Wolf turned his head and saw Spider-Man coming towards him fast. Spider-man slammed both feet into his side with incredible force and sent both of them spiraling to the ground below.

* * *

**Down below**

"Where the hell did that thing go" asked one of the soldiers in the black van speeding down the street in search of the Man-Wolf.

**BAM! **Was all that was heard when the Man-Wolf fell onto a parked car with Spider-man on top of him.

The van swerved and came to stop as they saw the Man-Wolf. All of the passing people stopped what they were doing and looked on in horror. Spider-man flipped off of the Man-Wolf who let out a groan and growl but was beginning to recover. He rolled off of the car and onto the ground.

AWOOOOOOOOOOOOOOOOO! He howled

"MONSTER!" someone shouted out. Man-Wolf turned to the person who shouted.

"NO NO NO Wolfie you're fighting me" said Spider-man shooting a web line at Man-Wolf. The web stuck to his chest. Spider-man tried to yank him, but the Man-Wolf dug his foot claws into the ground to stop himself. He grabbed ahold of the web line and tugged on it hard. Spider-man came flying towards the Man-Wolf who tried to slice him, but he flipped over the strike and kicked him in the jaw hard. Man-Wolf stumbled back a little. Spider-man landed on the ground and rushed up and started to pummel the Man-Wolf with quick and powerful punches, and due to his enhanced strength the Man-Wolf was feeling each and every punch.

"Hurts doesn't Wolf guy…..I've upgrade since our last fight" said Spider-man flipping away. The Man-Wolf fell to a knee after the last punch and he looked his foe. He growled a little to himself. He saw Spider-man getting ready to charge in again. The Man-Wolf sunk his claws into the car door of the vehicle behind him and he waited. Just as Spider-man jumped in the air to kick him, he used his strength to rip the car door off the hinges and swing and hit Spider-man as hard as he could sending him flying back. Spider-man hit the van that was full of the soldiers and he dented the side. The Man-Wolf stood up and took off down the street scaring all of the New Yorkers.

"AFTER IT!" yelled one of the soldiers in the van. The van started back up and took off after the Man-Wolf at full speed.

The Van swerved around the corner, and speed after the running Man-Wolf. The side of the van opened and one of the soldiers leaned out of the side and started to shoot at him.

"Dammit….Get me Closer"

The Van got a small boost of speed. The Solider started to shoot again web the weapon was suddenly yanked away by a web. Spider-man leaned down from on top of the van and looked inside at the soldiers.

"THIS THING IS MINE" he growled sliding the van shut and shooting some webs on it sealing it shut.

Spider-man then looked at the Man-Wolf as he tried to get away. He then stood up on the speeding van and he took a running start and leapt off of the van. He shot two web lines at the Man-Wolf's back and pulled himself forward; slamming his feet on it's back knocking him down. The Man-Wolf bucked and struggled, he reached behind his back and grabbed Spider-man and slammed him to the ground and held him there. Man-Wolf howled and tried to take a bite, but Spider-man grabbed his mouth stopping him.

'_Gotta…..get….him….off'_ he thought.

'_**We shall help you Peter Parker'**_ said the symbiote in his mind. While Spider-man was stopping the Man-Wolf from biting him, a tendril from his costume shot out and struck the Man-Wolf in the eyes.

AWHOOOOOOOOOOOO! Howled the Man-Wolf in pain. He stopped trying to bite Spider-man and tossed him away.

'_Suit I love you' _he thought landing in a crouch, while watching the Man-Wolf stumble around in pain.

'…_**..We…..We love you too Peter Parker' the**_ symbiote responded. Spider-man jumped and kicked with all of the might he could muster the Man-Wolf in the chest sending him flying back. Spider-man then stalked to the downed Man-Wolf who was still writhing in pain, and stood over him. Spider-man kneeled down and grabbed him by the fur and began to pummel him with his right fist. Over and Over Spider-man pounded the Man-Wolf in the face and every blow had the force of sledgehammer. The Man-Wolf had long since stopped moving but Spider-Man kept hitting him.

**SCREEECH! **Went the sound of cars coming to a halt. It was the NYPD finally arriving onto the scene. Lieutenant Lee got out of her car with her weapon drawn and ran towards Spider-man.

"KID STOP!" she shouted

Spider-man stopped in mid-strike and turned to face her. Lieutenant Lee recoiled a little when she saw that his costume was covered with specs of blood.

"I told you I would catch him"

"CATCH HIM…..NOT KILL HIM OR IT!" she shouted back at him.

"Whatever…it's down isn't it…can't hurt anyone else" he replied

**SCREEECH! **

The cops, and Spider-man turned to the see the van pull up and the soldiers get out of the van and run up to them.

"Stand down this is a US. Military operation that you are interfering with"

"I'm Lieutenant Lee of the NYPD"

"I don't give a damn who you are" replied the soldier that was in charge, "We are taking this creature into our custody"

"Show me some ID"

"I can't do that, my superiors will call your superiors, but in the mean time this creature is coming with us….Spider-man step away from the beast"

"Fine take him…I don't care, my job here is done" he said, shooting a web and swinging away. Lieutenant Lee followed him with her eyes as he swung away.

"The hell is going on with him" she said to herself.

The leader of the Purifiers pulled out another gun and fired three tranquilizer darts, which imbedded themselves into the Man-Wolf's arm. The leader signaled for the rest of the of the soldier to collect the downed Wolf. They grabbed him and dragged him to the Van where they placed him inside. Once the Man-Wolf was secure in the van, the rest of the soldiers quickly got in and drove off with their objective, leaving Lieutenant Lee and the rest of the NYPD standing there in confusion.

* * *

**Next Day: Jameson Household**

J. Jonah Jameson sat in his kitchen with a big bottle of liquor in front of him, but his glass was empty. He sat there just staring at the glass wishing that it was full, wishing that he could drink the liquor that was on the table, but he was a recovering alcoholic, so he couldn't.

**KNOCK! KNOCK! **

Jonah looked up as he heard knocking on the front door. He reluctantly got up from his spot and went towards the front door. He opened it and his eyes widen to see a man in a navy blue military suit with badges of honor adored all across his chest

"J. Jonah Jameson" the man said.

"Who the hell are you"

"My name is Colonel William Stryker"

"Are you here to tell me why the government stormed my house yesterday night…and where the hell is my son"

"Yes…yes I am"

"Then come in"

Colonel Stryker entered the Jameson home and looked around. He walked into the living room where he saw pieces of glass still on the ground.

"Have a seat" said Jonah indicating to the couch. Colonel Stryker sat down the couch and Jonah sat down in the chair that was across from the couch.

"You have a nice…."

"Where is he"

"He's safe for now, he's under surveillance"

"My son is not a mutant, or Wolf or whatever the hell you think he is"

"I beg to differ, Mr. Jameson, we have documented proof that your son is responsible for the death's of several people and that he indeed responsible for the Shuttle's malfunction that would have killed thousands"

"….I want to see him"

"And you can"

"How" asked Jonah staring Colonel Stryker in his eyes

" I need your help"

"With what"

"Spreading the word that Mutants…..are everywhere and they need to be dealt with"

"Mutants are a myth"

"Is your son a Myth"

"My son isn't a mutant"

"Keep telling yourself that Jameson…..and maybe one day your wish will come true, but in the meantime, here in reality your son is a full blown mutant and if you ever wan to see him again you will help me and my Project Sentinel sway the public"

"…..What is Project Sentinel?"

"It's my ultimate solution to the mutant problem" replied Colonel Stryker with a smile on his face.

* * *

**End Chapter: Read and Review. Hey readers it's me Nomad88 back with the closing comments. I hope everyone enjoyed the chapter and I hope everyone caught the many many plot threads in this chapter. Also I hope that all of you readers are enjoying the black suit story arc, because if you are there is plenty more black suit epicness coming, just stick with me. Remember to Review and join me back here for the next installment, this is Nomad88 saying until next time…..**

**Ps: Hey if you didn't know the newest chapter to Batman Beyond volume 1 is out now, remember to head on over and check it out and review…..thanks. Also check back Every Friday for a new Batman Beyond chapter. **

**Next up: Symbiotic part 3 **


	34. Symbiotic pt 3

**Disclaimer: I DO NOT in any form or fashion own these characters. I repeat I DO NOT OWN CHARACTERS, in fact all credit goes to MARVEL, DISNEY, and of course STAN LEE. They are the owners, I'm in no way making any money off of this story, no money is being exchanged, I can assure you, so please find it in your heart to not sue me…thanks…on with the story. **

**Hey People its me back with a brand new chapter, with of course Brand new developments. I hope that everyone is enjoying this story (And hopefully this story arc), and I just hope that everyone continues to Read, Review(Feedback is GOLDEN), and of course ENJOY…**

**

* * *

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** Chapter 29: Symbiotic pt 3**

**Flashback: Hudson River: Space Shuttle **

"NOOO YOU MUSTN"T LET THE GEMS TOUCH!" shouted Mar-vell as his eyes widen in recognition of the ruby in Man-Wolf's palm. The Man-Wolf bent down and touched one of the infinity gems.

'_SPIDER SENSE!_'

**BOOOOOOOOOM!**

**

* * *

**

**California: Los Angles: Francisco's Theater of Illusions: Same Time**

"COME ON LET"S GO! I'M TELLIN YA THIS GUY IS GREAT" shouted a boy that was about 12 yrs old. He and a 3 three of his friends ran inside of the small theater, where they saw 4 people inside of the practically empty theater.

"Hey Phillip"

"Yeah"

"I hope you're right about this guy….there's no one here"

"Trust me…This guy is the best illusionist on the planet" replied Phillip leading his friends into some of the empty seats. As the boys sat down a man walked onto the stage and began to address the crowd.

"GOOD EVENING LADIES AND GENTLEMEN ALL OF YOU TONIGHT HAVE COME TO SEE WHAT A TRUE MYSTERY ENTAILS , A MAN THAT HAS NO EQUAL WHEN IT COMES TO MYSTERIOUSNESS OF ILLUSIONS, LADIES AND GENTLEMEN FEAST YOUR EYES UPON THE ONE, THE ONLY, THE MYSTERIOUS MYSTERIO!" shouted the announcer quickly backing off of the stage as the Red curtains drew open.

A Man about 5'11 stepped forward. He had black hair, blue eyes, and a light tan completion. The man had on a black suit with a purple cape flowing behind him.

"Greetings everyone….. I am the Great Mysterio. I am a man of great Talent" he said spreading his arms making doves fly out of his sleeves, "Not only am I going to Amaze You, but I'm going to…." He started before throwing dust on the ground, making smoke rise. From the smoke a beautiful woman stepped forward, "I'm going to Astonish you…..make your eyes pop out in wonder at my complete mastery of the art of…" he started again before a trap door opened where he was standing, but he didn't fall through he was hovering in the air, "Of illusion"

"See I told you this guy was Awesome" whispered Philip looking at Mysterio levitating

"Cheap parlor trick" replied one of his friends.

* * *

**20 minutes later**

"YOU SUCK!" shouted one of the boys standing up in his seat. Mysterio was cutting his assistant in half. Mysterio looked up at the kid and growled slightly in his throat and then went back to cutting his assistant in half. One he was finished he separted the box she was in and she began to wiggle her feet

"BEHOLD!" he shouted, "She is unharmed"

"BOOOOOOOOOOOOO!" shouted the kids in the theater, "Let's get out of here…..YOU SUCK MYSTERIO!"

One by one the kids began to leave the theater. From the side, the announcer, that introduced Mysterio, walked onto the stage

"I need to talk to you now Beck" he said before walking backstage. Mysterio watched him go and then at the retreating forms of the scarce audience and he let out a sigh.

"Is the show over?" asked one of his assistance as she opened the box she was in.

"Yeah…..it's over" replied Mysterio taking off his cape and going to where the announcer/manager was waiting for him.

* * *

"Beck….I gotta let you go, you are not bringing in the crowd that you used to"

"Well what do you expect Danny…I'm doing the same stuff over and over again it's gets boring"

"Well do some new stuff"

"You won't let me remember" replied Beck

"Yeah because the stuff you wanna do cost too much money"

"Well then Danny it's a Catch 22…In order for me to do new stuff and bring in new people I need more money, but in order to get money we need new people who won't come because I keep doing the same stuff"

"Well then Beck it's over….no one cares about Magic and Illusions anyway….it's a dying art"

"No it isn't you just need the proper tools" replied Beck

"Look…..I'm closing the theater okay…tonight was the last show. I already talked to the bank they'll let this place stay open for one week and then it's gonna be shut down. So you can stay in the apartment upstairs until then but by next week you gotta be out of here"

"Where are you gonna go"

"Me….I got back together with Cynthia, she's letting me stay with her" replied Danny, "I'm sorry Quinton" he continued as he turned his back and walked away.

"Yeah me too"

* * *

**Upstairs**

A few minutes later Beck made his way upstairs and into the small yet cozy apartment room. Quinton Beck aka Mysterio, was a mechanical genius. Anyone can tell that from looking at his apartment. Despite the fact that it was small it was filled with all types of equipment that Quinton tried to build in order to enhance his performance on stage. Every since he was a little boy he always knew that his heart lied with show business, and being famous, and he didn't just want to be just any type of famous but wanted to be known for his mastery of Special Effects. He was always obsessed with special effects and ever since he was little he spent his life immersing himself in the art. When Quinton graduated College with a degree in engineering he immediately got a job with the Hollywood special effects crew. For about 5 years he had his dream job, until one day when he put too much gun powder in one of the props and the end result was a giant explosion that hurt several people. Quinton was fired from his job and he was blacklisted from getting any other special effects job, and he got sued by several people that were injured. So broke and out of a job Quinton turned to his second love…..magic and the art of creating illusions. He figured that with his skills in the effects department he would rake in the cash and for a time he did, but as the years went by people became less and less interested in illusions and more interested in computers. So, once again Quinton Beck found himself at the bottom.

He maneuvered his way through his junky apartment and made his way to the refrigerator. He opened it and grabbed the last beer that was on the rack. Opening the beer he took a big gulp and then turned and walked towards his orange couch. He sat down and let out a huge sigh.

"God….if you're listening….please give me a…." he started, before wind began to kick up in his small apartment.

**FWOOOOOSH!** Went the wind as it started to sweep up and blow his things around. Quinton shielded his eyes as best he could, but he had to remove his hand when he saw two bright colors beginning to illuminate all around him. The colors yellow and purple flashed throughout the room, blinking in and out. Just as suddenly as the wind started in the room it ceased and all of Quinton's things crashed to the ground. Quinton feeling the wind stop slowly cracked his eyes open. There hovering a few feet away were two smooth oblong shaped yellow and purples stones and they were glowing.

"What the hell…" said Quinton dropping his beer. He was mesmerized, by the yellow and purple glow of the stones, the more that he stared at them, the more he felt the need to touch them. Slowly Quinton stood up and walked to the stones. He reached out with both of his hands and he grabbed the purple stone with his left hand and the yellow stone with his right.

"Whoa" he said as he felt a weird sensation spread throughout his body. Suddenly a flash of purple erupted in the room and Quinton vanished without a trace.

* * *

**Las Vegas: Nevada: **

"BEHOLD LADIES AND GENTLEMEN THE FLOATING TIGER!" shouted a Magician loudly as the white tiger in front of him began to rise in the air. The large crowd of people that were watching began to clap and cheer at the Magicians display.

**CLAP! CLAP! CLAP! CLAP! **Everyone clapped with enthusiasm and vigor.

Suddenly though a big flash of purple caused everyone to cover their eyes for a second. When they removed them, there standing in the middle of the stage next to the magician was Quinton Beck, looking at the crowd with wide eyes.

"Who the hell are you" asked the Magician

"I'm…." he started before there was a spark of yellow and his clothes began to warp and change. His black suit, turned into a form fitting green spandex, a purple cape appeared and wrapped around his shoulder and extended down his back. Next yellow gloves appeared on his hand and yellow boots appeared as well. Lastly a fishbowl type of helmet closed around his head and white smoke filled the helmet shrouding his face.

**"OOOOOOOOOOOOOH!"** went the crowd at the sudden change. Quinton looked at his new costume and then at the stones that were now imbedded into his yellow gloves and they were still glowing.

"I'm…"

**ROAR!** Went the tiger as it dropped to the ground a few feet away from the Magician and Beck, it was growling menacingly at Beck and getting ready to lunge.

"SASHA DOWN!" Shouted the Magician. The tiger ignoring the trainer lunged at her prey. Beck held up his right hand and a spark of yellow happened again. The full grown tiger that was lunging at Beck, suddenly warped into a small kitten, that crawled up along his arm and sat on top of the fishbowl helmet he was wearing.

**CLAP! CLAP! CLAP! CLAP! AMAZING! SIMPLELY AMAZING!** The crowd erupted as they saw cute tiger on his helmet. Quinton looked down at the stones again and then at the crowd and he smiled.

"YES LADIES AND GENTLEMEN BEHOLD THE GREATEST ILLUSIONIST TO EVER BE BORN!" he yelled. They began to clap and holler louder.

"Hey buddy just what the hell are doing, this is my turf!" growled the magician grabbing Beck by the arm.

"BE GONE!" said Beck, the Magician disappeared in a flash of purple.

"**OOOOOOOOOOOOOOOOOOOOOOOOOOOO!**" went the crowd again, "WHO ARE YOU!" someone yelled out.

Quinton looked at the crowd of people. Dozens upon Dozens of people filled the area looking at the stage wanting to know what his name was.

"LADIES AND GENTLEMEN I AM THE GREATEST MYSTERY THE EARTH HAS EVER KNOWN, I AM THE MASTER OF ILLUSIONS, I AM THE MYSTERIOUS MYSTERIO!"

**CLAP! CLAP! CLAP! CLAP! CLAP!, **the applause echoed throughout the entire stadium, and Mysterio soaked it all up with a giant smile on his face.

* * *

**That Night**

Quinton Beck sat inside an expensive hotel room in his new costume. He careful took off the fishbowl helmet and laid it down on the large bed.

"Holy Shit…..these…..these stones….oh my GOD…THANK YOU! THANK YOU!...where did you come from I wonder" he said to himself as he began to pace back and forth his room, "You know what it doesn't matter I don't care where you came from you're here now…are you are here to help me…..COOL!" he shouted to himself.

"I wonder what else can you do…" he asked out loud. Beck held up left hand and looked at the purple stone in his glove. He then looked outside of his window at the flashing lights of Las Vegas. Suddenly a flash of purple.

* * *

"AHHHHHHHHHHHH!" yelled Beck as he fell through the sky towards streets of Las Vegas, "AHHHHHH! HOTEL ROOM! HOTEL ROOM! HOTEL ROOM!"

There was another flash of purple

* * *

**Las Vegas: Hotel Room**

"OMPH!" grunted Beck as he fell to the floor with a thud, "ARGH!...okay…that was…..was intense" he said sitting up. He looked at his left hand and at the purple stone "Okay…..I think I figured out what you do….you can transport me or anything I what to anyplace that I want…..hmm The possibilities"

Beck then pushed himself to his feet and then looked at his right glove that had the yellow stone inside.

"Okay….let's see…wait….I think I know what you do. My clothes, there was a spark of yellow right before they appeared…..so I'm assuming you have something to do with making stuff appear out of nowhere…..okay let's test that theory out with something small…..like….like…a deep dish pizza" Beck said out loud. A spark of yellow erupted and in his hand a whole pizza appeared in his hands. He quickly grabbed a slice and took a bite, but as he took a bite he immediately spit it out.

"YUK!" shouted Beck dropping the whole pizza, but as he dropped it, the pizza disappeared, "What the hell…that….it didn't even taste…..real" Beck stopped for a second to think and a smirk crossed his lips, "Okay Quinton, put that genius mind to work…I know what's going on…okay let's see…purple stone I want to go to a pizzeria" he said walking to the window and holding up his left hand. A flash of purple

* * *

Beck appeared in a small pizzeria shop in the Las Vegas. He looked at the long line that was formed and he smiled to himself. He looked at one of the cheese pizzas on display in the shop. He held up his right hand

"I want that cheese pizza"

The pizza on display disappeared and then reappeared in his hands, but unlike the first pizza this pizza he smell and he could feel the heat radiating off of it.

"HEY! HOW DID YOU GET THAT PIZZA!" shouted the Owner looking at Beck, who simply smirks,

"Hotel room"

A flash of purple

* * *

**Hotel Room**

Quinton Reappeared with the pizza in his hands. He quickly took a slice and bit into it and the taste of a real pizza exploded onto his taste buds.

"MMMMMMMM….that's good" he said to himself. Walking to the bed Beck sat down and he put the pizza on the bed as well.

"Okay, Okay I get it…..Purple stone you can take me anywhere I want to go and you don't have to have a specific location…just a general area, but you Yellow stone it order to get what I want or for you to do anything I have to be looking or facing what I want otherwise it won't be real…..okay….okay that's fine….so many possibilities….My show biz career can finally take off again…..wait…..wait a damn minute, I've been in show biz now for 10years and what has it gotten me….blacklisted and broke. Well now…I have a chance to do something different…..be someone different. With these stones I can do anything I want…..Anything. Although I have to admit that crowd tonight…..everyone…. having all of their attention on me…just me….it was…exhilarating….I want that….need that feeling again. Hey…..wait a minute…..why can't I have my cake and eat it too….I can still perform and exhilarate the crowd, and once I've done that I can do what ever I want and once I do that I can disappear without a trace" he said Standing up, "Well then….it sounds like a plan…..Quinton Beck is gonna be on the top once again" , but as he said that he looked down on the bed and at the fishbowl helmet. He grinned a grin and then picked up the helmet and put it on his head.

"I take that back…..Quinton Beck isn't gonna do anything….Mysterio however…is gonna reign supreme" he said to himself vanishing in a flash of purple.

* * *

**Present: Week and a Half Later: 4:00pm**

Spider-Man swung through the air at top speed in his new sleek black costume. It had been a week and a half since he had first come in contact with the symbiote and Spider-Man was enjoying every minute of it.

"WHOOOOO HOOOOO!" shouted Spider-man back flipping over several buildings.

'_**Are you please with us Peter Parker' **_asked the symbiote

'Please with you….I'm HAVING THE TIME OF MY LIFE!' he thought back.

'_**Good then we are…Happy" **_

_**

* * *

**_

"YAHOOOOO!" he cheered as he swung over a crowd of people that were gathered in front of a small makeshift stage in the middle of the street.

"Hey, what the hell is going on" asked a Woman in her thirties walking up to the crowd that was looking at the stage.

"I don't know I was walking and all of sudden this stage appeared out of no where" replied a man turning to the woman.

**FWOOOSH!** Went a sound that got the attention of the people. Green and Purple mist started to swirl in the center of the small stage and the people's eyes began to widen in amazement.

"BEHOLD LADIES AND GENTLEMEN!" a voice shouted out from the mist, "PREPARE TO BE AMAZED BY THE GREAT MYSTERIO!" he yelled stepping out of the mist. Mysterio stepped to the edge of the stage and looked at the crowd.

"HAHAHA!" he laughed and disappeared in a flash of purple, and appeared in the middle of the crowd. The crowd gasped as he appeared.

"BEHOLD!" he yelled holding out his right hand at the stage. A spark of yellow and the stage began to move on it own. The stage levitated in the air and began to transform into a metal statue of Mysterio, complete with the flowing purple cape and the fishbowl helmet. A flash of purple and the real Mysterio was standing on top of his metal monument.

"MYSTERIO'S POWERS ARE SUPREME!" he shouted

**AMAZING! CLAP CLAP CLAP CLAP CLAP CLAP CLAP CLAP **went the crowd as they applauded.

"Now comes the payday" Mysterio said to himself, holding out his right hand a brown bag appeared. He kept holding out his hand and there was a yellow flash that happened around the crowd and his empty bag became full.

"HAHAHA" he laughed until he heard screaming.

"AHHHHHHHHH WHAT HAPPENED TO OUR CLOTHES!" shouted someone from the crowd. Mysterio looked down to see that the large crowd of people were missing their clothes.

"No No I just wanted the wallets not the clothes too" he said while looking at the yellow stone, "Oh well….I amazed the crowd, got a payday and I got a good laugh…..I call this a win….HAHAHAHAHA!" he laughed vanishing in a puff of purple mist.

* * *

**Upper Manhattan: 30 minutes later**

Mysterio appeared inside a luxurious Apartment on the expensive side of Manhattan. He dropped the bag in his hand on a pile of money that was on the floor of his apartment. Mysterio let out a laugh as he reached up and took the helmet off of his head to reveal the face of one Quinton Beck. Quinton looked around at all of the money that littered his apartment and he smiled. For the past week and a half Quinton had been practicing with the two infinity gems. All across the US he had been putting on shows for people and then afterwards he would rob banks, treasuries, museums and anything else that crossed his mind. So far he'd been to Texas, Florida, D.C. Chicago, and now he found himself in New York. The more that he used the gems, the better his understanding of the them. Quinton had learned that not only could the purple stone transport him to anyplace that he wanted to but he could also be in multiple places at once if he wanted, and with the yellow stone he found that if he concentrated hard enough he could cast illusions over people and dull their senses.

Walking through his apartment Quinton fell down onto his couch and let out a sigh of content.

"HAHAHA….this is the life. Let's see if New York is talking about my performance yet a story like that is bound to be top priority" he said to himself waving his hand. The Flatscreen TV on the wall turned on and the channels flipped until it landed on a news story.

* * *

**TV **

"_Good Evening New York I'm Michelle Burns bringing up to date news and our top story tonight the mayor has finally decided that tomorrow Morning at 10:00 am he will be presenting Spider-Man with the Key to the city for his heroic deed of diverting the space shuttle. We take you now to the interview…_

_

* * *

_

_Mayor: After much deliberation I have decided that this hero deserves a reward for what he did for this great city. Not only did he save my life but the lives of thousands of my fellow New Yorkers and the highest reward that any person can get is the Key to the City…_

_

* * *

_

"_So Spider-Man if you are within in hearing distance of my voice, Tomorrow you will be receiving the Key to the city and it would mean a lot to this reporter and to everyone if you would be there. Our Next story a mysterious new person that is calling himself Mysterio appeared downtown today. Dozens of eye witness reports say he put on a magic show and afterwards he stole all of the clothes of the people in his audience, the police are hard at work trying to catch this clothes thief, but more on that later. Our next story the Opera is in town and tonight at 7:00 pm they are doing their second show at the Broadway Theater….._

_

* * *

_

"WHAT!...clothes thief…they said nothing about performance. Hmmm it seems in order to become famous around here…..I need to do something with a bigger audience….and what's a bigger audience than an opera" said Quinton to himself standing up and putting his helmet back on. He waved his hand and vanished in a puff of purple mist.

* * *

**High Above New York**

Spider-Man sat perched on the head of a Gargoyle and he was overlooking the city. As he was looking over the city, Spider-man put his hand on his chin. Ever since his last class ended he had felt there was someplace he was supposed to be, but he just had the overwhelming urge to change into his costume and be Spider-man.

"There was something…there was something I was supposed to do" he said to himself

'_**NO there wasn't Peter Parker'**_whispered the symbiote in his head.

"No there was something I was…..OH NO! WHAT TIME IS IT!" he yelled out. He turned to the side and saw the clock that was on a building he saw that the time was 5:00 pm.

"OH NO DR. CONNORS….THE INTERNSHIP…H-HOW COULD I FORGET DAMMIT….. I CAN"T BLOW THIS!" he shouted jumping off of the building and swing towards ESU.

'_**NO Peter Parker…..We do not need this internship…..We Need Spider-Man…**_'

"No I need to get this internship I promised Dr. McCoy that I would. I let Spider-Man get in the way of too many things. I have to learn to balance Peter Parker and Spider-Man" he replied

'_**No' **_

"Yes" Spider-man said with finality, while swinging even faster.

'_**Fine…..We understand….Peter Parker wants the internship….so We shall help Peter Parker get internship'**_

_**

* * *

**_

**ESU**

Peter carefully opened the door to the classroom/lab and he peeked inside. He saw the remaining groups and his group all hard at work on an assignment that Dr. Connors had given them. Peter snuck into the lab careful not to draw attention to himself and went towards his group.

* * *

**Peter's Group**

"Listen girl I'm tellin ya this idea of yours is stupid" came Eddie's aggravated voice.

"Oh yeah you got a better Idea then you Ass" replied Debra swiftly turning to him.

"Debra, Eddie calm down Please, there is no need for this hostility, I'm sure that both ideas will help us achieve the same goals" came the thick accented voice of Michael Morbius as he once again found himself in the middle of the arguing Debra and Eddie. While they were arguing Peter silently walked over to their station, he looked and saw Debra's notebook open.

'_I'm extremely lucky she writes down everything we do'_ he thought to himself, looking at the problem, '_Combine and then separate the Genetic samples and describe in detail the chemical process and how this relates to the overall job of a Geneticist'_

Peter looked up from her notebook and at the work station. He put the notebook down and went to the microscope and looked through it, he saw that his group had already combined the genetic samples but it seems they are having trouble separating them.

'_Hmmmm_' he thought taking his eyes away from the microscope. He looked over and saw that his group was still arguing with each other. He shook his head at the display and then turned back to the work station, _'Separation….separation….what's this…bingo'_ he thought to himself grabbing a tube out one of the holders, '_This should work'_

_

* * *

_

**Few minutes later**

"HEY YOU IDIOTS SHUT UP!" shouted Peter turning to his still arguing group members. They slowly turned to him.

"Where the hell did you come from Parker…..and who the hell are you calling an idiot" said Eddie.

"While you two were arguing I managed to separate the samples"

"You what" replied Debra rushing over and pushing him out of the way and looking through the microscope and sure enough she saw that the samples were completely separated, "How did you do that…..what did you use how much…"

"Salt" said Peter

"Salt" Debra replied flabbergasted "You used salt….but that….that's…."

"Ingenious" said Michael walking over and looking through the microscope "Salt is an acidic compound and it has been known to be a dispersant"

"Let me see" said Eddie storming over and looking through the scope, "Well…I'll be damned...ya did do it Parker"

"Wow was that a compliment Brock…did it hurt" joked Peter

"Shut it…..just because you separated this stuff doesn't mean that makes up for you not being here" said Eddie

"Come on so I was a little late" replied Peter

"A little late…..Parker you haven't been here in the last two days"

"What?" went Peter with wide eyes, but before he could dwell too long on that information Dr. Connors voice interrupted them

"Alright everyone…..stop working and let's see what fruit you have to bare"

"DAMN IT!" whispered Debra "We spent all of our time arguing that we didn't finish answering the whole problem….This is all your fault Brock" she said point an accusing finger at him.

"Me. NO NO don't blame this on me toots"

"Both of you be quiet…I have this under control" said Michael.

"Oh joy. The foreign boy has a plan. You know what no, I'll take care of this"

"Brock you need to calm down…" started Peter, before Eddie turned to him and walked towards him until he was standing real close.

"Shut up Parker and don't ever tell me what to do. This internship may not seem like a big deal to you, but to me it's everything. I need this and I'll be damned if I'm gonna let either of you bozo's ruin this for me" he said in Peter's face.

"Is there a problem here" came Dr. Connor's voice. Eddie turned to see Dr. Connors and his wife standing a few feet away.

"As a matter of fact….." started Debra

"NO! No Dr. Connors there is no problem just a friendly debate on whose gonna be the one to give our answers. The group has elected me" Eddie said quickly

"Hey!" shouted Debra before Michael grabbed her arm.

"No Debra. If Eddie wishes to explain the answer then by all means let him. After all we did elect him"

"Thanks Mike" said Eddie over his shoulder

"My name is Michael…..not Mike" he replied

"Whatever"

"Okay Eddie show me your work" said Dr. Connors turning to the work station. As Eddie went along explaining everything to Dr. Connors and his wife Peter just stared at him.

'_Ya know I really don't like that guy'_ he thought to himself

'_**You do not like this…Eddie Brock…because….Oh…I see….he another challenger. Just like…The Eugene'**_

'_What…the Eugene…..oh you mean Flash'_

'_**Yes**_'

'_I guess you can say that. I mean they are very similar, both are the biggest assholes I've ever had the displeasure of meeting'_

'_**So….Destroy him like we did the Eugene'**_

'_NO….We can't do that again….Listen I…..I don't hurt people'_

'_**Spider-Man does'**_

'_NO….that's….that's different they are criminals bad people who are trying to hurt others I do I what I have to'_

'_**These Challengers are trying to hurt you as well Peter Parker…..you have to be Spider-Man and hurt these people'**_

'_I said No….I don't want to hurt them….I just wish I didn't have to be in the same place as them. I…._'

'_**We…We understand…..we wish for them to be gone'**_

'_Yeah…..sorta'_

'_**Well fear not Peter Parker We will help you take care of Eddie Brock, just as we took care of Eugene'**_ whispered the symbiote

'_Take care of…..what.._' Peter started to think before he was hit with a sudden case of extreme vertigo, '_Whoa…..what the hell'_

'_**Relax Peter Parker. We will make everything better'**_

Suddenly spots began to swim into Peter's vision and then suddenly blackness.

* * *

"And that Dr. Connors is how this experiment relates to the overall job of a Geneticist" finished Eddie

"Well Done Eddie, your group…."

**THUD! **Everyone turned to see Peter on the ground. Michael went over to him and grabbed his shoulder and attempt to roll him on his back, but Peter's hand shot up and gripped Michael's wrist tightly.

"Ow!" said Michael feeling's Peter's strong grip.

"We are fine" said Peter as he looked at Michael. He then released his grip and quickly stood to his feet.

"Okay…so Dr. Connors does our group pass" asked Eddie

"Yes Eddie your group passes….congratulations you continue on to the next round" said Dr. Connors with a smile, "Keep up the good work" he continued as he and his wife turned and left the group.

"YES!" he shouted "See I told you guys I had this, and because of me we get to move on….so don't everyone thank me at once" he said looking at his group.

"Eddie you are such as Asshole" growled Debra slamming her notebook shut and walking away. Michael shook his head at him and then turned and walked away following Debra.

"Awwww who needs you guys anyway" said Eddie "Well you got something you wanna say Parker"

The symbiote controlled Peter glanced over Brock's shoulder and saw that Mrs. Connors was about to pass by their station again and a plan started to form in his mind

'_**Fine Peter Parker…..we will not harm Eddie Brock…but we will get rid of him'**_

"Yes there is something we wish to say and it involves your Mother"

Eddie slowly walked to Peter and then grabbed him by his shirt and pushed him into the counter roughly knocking over a few tubes, "Is that so Parker….Please do tell me"

"EDDIE! LET HIM GO NOW!" shouted Mrs. Connors rushing over to the two after hearing the tubes break.

Eddie turned to her and reluctantly let him,

"I'm sorry Mrs. Connors but he said something that I didn't like"

"That doesn't give you the right to assault him"

"You're absolutely right Mrs. Connors, I'll remember that next time. I'll see you tomorrow" he said quickly turning at leaving, but before he left he locked eyes with Peter and mouthed the words; next time.

Peter and Mrs. Connors watched as he quickly left the lab.

"Are you alright" she asked going over to Peter.

"We….I…am not alright Mrs. Connors"

"What did you say to him?"

"I-I….Mrs. Connors….for the past couple of weeks Eddie has been harassing me non stop. He's been following me and he's always threatening me and attempting to beat me up, and I didn't do anything to him. He….He just….I don't know…I don't know what to do"

"Good Lord. Really" she asked with wide eyes

"Yes. I-I mean….two days ago he told me that If I came back to the internship he would beat me within an inch of my life, which is why I've been missing for the past two days. But I've worked up the courage to keep coming because I desire this internship….I want it…and what you just saw was him trying to threaten me again" said the symbiote controlled Peter.

"….Come with me Peter….."

"Where are we going"

"To talk to my husband" she said leading Peter over to Dr. Connors, but while she did that she didn't notice the small smirk forming on Peter's lips.

* * *

**Broadway Theater: Opera: 7:00pm **

The high class elites of New York filled the large theater. High class business people, famous Lawyers, Judges, and even the mayor filed into the theater. They were eagerly awaiting for the Opera to begin, because it has been getting rave reviews as the best show in town. After a few minutes all the seats were filled and everyone's attention was on the stage and red curtains. The whispers and chatter from the audience began to dwindle down once the lights began to dim. The red curtains were drawn away and the Opera cast were on stage and they looked like they were frozen, because no one was moving. The audience patiently waited for them to move or do anything but they remained frozen in place.

"LADIES AND GENTLEMEN!" a voice rang out from everywhere; "TONIGHT"S PERFORMANCE WILL BE REPLACED WITH SOMETHING FAR BETTER! PREPARE TO BE AMAZED BY THE ONE THE ONLY THE MYSTERIOUS MYSTERIO!"

Purple mist formed in the middle of the stage and out stepped Mysterio from the mist. He gave a bow to the crowd. Whispers broke out among the crowd of elites.

"Ladies and Gentlemen allow me to AMAZE YOU!" he shouted waving his hand and in the air a Giant Gorilla head appeared hovering above the crowd.

**ROAR!** Shouted the Gorilla.

"OH MY GOD!" several people shouted in fear, getting up out of their seats. But just as they got up the Gorilla head burst into yellow flowers that drifted down to the audience.

"BEHOLD!" Mysterio yelled as he began to grow taller and taller. Mysterio went from 5'11 to 15ft in a matter of seconds; he was now towering over the audience, "The POWER OF…"

"Mysterio" came the voice of several smaller images of Mysterio in the crowd.

**CLAP! CLAP! CLAP! CLAP! CLAP!** Started the audience looking at Mysterio. Suddenly a bag appeared in the hands of each of the smaller Mysterio. They each raised their hand and then there was a spark of yellow and all of the jewelry, wallets, and watches disappeared off of the elites and into the bags.

"HEY!" someone shouted

"HAHAHAHAHA!" laughed the Giant Mysterio as he vanished in a flash of purple and on the stage again at his regular height. The other Mysterios appeared on stage with their bags, they then raised their hands and vanished in a flash of purple leaving only one Mysterio and one bag that was filled to the brim with the stolen items.

"HEY YOU STOLE OUR STUFF!" someone shouted

"But of course my performance is not for free" he replied grabbing the bag, '_Now time for my grand exit'_ he thought. Mysterio waved his hand and a Giant Green Dragon appeared.

"GOOD LORD!" the people shouted.

Mysterio and the bag vanish in a flash of purple and appeared on top of the Green Dragon's head, "REMEMBER YOU HAVE JUST BEEN AMAZED BYTHE GREAT MYSTERIO!" he shouted right before the Dragon let out a stream of fire and blew a hole in the theater. The Dragon took flight and flew out of the hole leaving a stunned crowd.

* * *

**In the Air**

"Ugh….My….WHOA!" shouted Spider-man as he looked down and saw himself swinging through the air, "HOW THE HELL DID I…WHAT HAPPENED"

'_**Calm Down Peter Parker….Everything is fine'**_ whispered the symbiote

"What the hell The Last thing I remember is…being at ESU…..what happened"

'_**We…..assumed control'**_

"YOU DID WHAT!" he shouted right before his spider-sense went off, but he didn't have to look far because in the air was a Giant Green Dragon flying through the air.

"This day has officially gotten weirder" he said to himself swinging towards the Dragon.

* * *

"HAHAHAHAHAHA! STONES I LOVE YOU HAHAHAHAA!" laughed Mysterio loudly.

"Wow…I'm guessing this Puff your Magic Dragon, did you get him by the sea I wonder" quipped Spider-Man. Mysterio turned to the sound and saw Spider-man behind him, but when he turned his concentration was immediately broken and the Dragon began to crack and fall apart.

"NOOOOO!" shouted Mysterio as he, the bag, and Spider-man began to plummet to the ground.

"AHHHHHHHHHHH!" shouted Mysterio as he fell through the air. Spider-man righted himself and fired two web lines at Mysterio. The web lines connected and he pulled himself forward. Mysterio frantically waved his left hand and the purple gem started to glow and Mysterio, and Spider-man both vanished in a flash of purple.

* * *

**Mysterio's Apartment**

"OOMPH!" grunted Spider-man as he hit the floor of Mysterio's apartment. Raising his head slightly he saw the expensive apartment and all of the money around, "Yeah I called it…..another weird day in the life of…"

"WHO ARE YOU!" came a voice. Spider-man turned to see Mysterio standing a few feet away looking at him. Spider-man flipped to his feet and landed in a crouch.

"Dude really…..the Spider on the chest doesn't give it away. I think the better question is who are you, because I gotta tell ya, you look like a guy with a fishbowl on his head"

"I Spider-man….am THE GREAT MYSTERIO!"

"Yeah….I'm gonna call you the GREAT FISHBOWL!" he mocked, "And also I'm gonna go out on a limb and say that this money doesn't belong to you"

"YOU DARE MOCK ME! BEHOLD MY POWER!" shouted Mysterio waving his hand and a lion appeared and lunged forward.

"Holy…" went Spider-man jumping over the Lion as it lunged. Mysterio waved his hand again and the expensive couch transformed into a large Boa Constrictor that slithered across the ground and wrapped around Spider-man tightly.

'_What the…..I didn't even sense this thing'_ he thought to himself struggling to get out of the Boa constrictor's grip. The snake bared its teeth tried to bite Spider-man, but he leaned to the side avoiding the bite from the fangs. The snake lifted his head, and Spider-man looked at the spot where he saw it's teeth bite into, but oddly enough he didn't see any bite marks.

"Okay….WHOA!" he shouted avoided another bite attempt. While he was struggling with the snake he hadn't forgotten about the lion, he looked around but didn't see or sense the lion.

'_Wait….what's going on here'_

'_**It's not real Peter Parker….The challenger is fooling you'**_

Spider-man looked at the Boa constrictor and at it's teeth and then at the ground. Deciding to take a chance he stopped struggling and the Snake lunged at bit him but he didn't feel anything. He then flexed his muscles with all of his might and the Boa constrictor shattered into a thousand pieces and then disappeared.

"So it was an illusion" he said looking around

"Damn it that's right…..I forgot I have to be near a real Boa Constrictor….these things don't do imagination" said Mysterio under his breathe. Suddenly a web attached to his helmet and felt himself being yanked forward. Mysterio looked up and saw fist coming his way. He clothed his eyes and then they both vanished in a flash of purple again.

* * *

**California: Mysterio's Apartment**

Mysterio and Spider-man crashed to the ground in his old apartment. Spider-man looked around in confusion as to where he was. Mysterio looked up as well and instantly realized where he was, he held up his had and his refrigerator moved on its own and flew at Spider-man.

'_SPIDER SENSE'_ Spider-man rolled to the side avoiding the refrigerator. Spider-man flipped to his feet and he saw Mysterio rising, Spider-man jumped towards him and delivered a powerful kick to his stomach, which made him double over in pain. Spider-man then kneed Mysterio in the head cracking the fishbowl helmet slightly. Spider-man lunged and tackled Mysterio by the waist, but as they tumbled to the ground there was a flash of purple and they disappeared again.

* * *

**Downtown Manhattan**

**HONK! HONK! **Went a car as it swerved out of the way of the two combatants as they appeared out of nowhere and landed in the middle of busy street.

"Ugh" grunted Mysterio in pain, "Where…..ARGH!" shouted Mysterio as he felt himself being Picked up.

"Okay fishbowl I'm getting tired of the disappearing act how are you doing that"

"A true Illusionist never reveals his secrets" said Mysterio holding up his right hand. The car behind Spider-man came flying forward.

'_Spider-Sense'_ he thought while dropping Mysterio and turning around. The car hit him full force sending him flying back. Mysterio vanished, but then reappeared, but when he reappeared he was standing 25 ft in the air.

"I AM MYSTERIO AND MY POWER REIGNS SUPREME" he bellowed out. Spider-man pushed the car that was on top of him off and he stood up looking at the towering Mysterio.

"I HAVE NO EQUAL!" He continued as he lifted his foot and tried to stomp on Spider-man, but he flipped out of the way then jumped in the air, and swung away, Mysterio followed after Spider-man trying to stomp him.

'_That's right fishbowl follow the spider' _he thought swinging low. He quickly swung around a building, but as he did that he stopped and fired multiple web lines. Mysterio came stomping around the corner. His foot got caught on the web lines causing him to trip and stumble. Mysterio stumbled and then fell on the ground with a loud thud. He quickly tried to get up, but as he was rising Spider-man swung over head, and shot two web lines at his fishbowl helmet and using all of his strength he pulled Mysterio's head into the side of a building. Spider-man then jumped to another building and dragged Mysterio's head along with him and banged it into the side again. Finally Spider-man jumped to the street and then banged Mysterio's head on the ground hard causing his fishbowl helmet to shatter revealing the face of Quinton Beck to everyone.

That final bang and the cracked helmet made Mysterio losing his concentration, which caused him to start shrinking back to his original height. Mysterio fell to the ground and tried to force everything to stop spinning. Once everything stopped he was looking at the ground and he saw a black foot come into view. He looked up and saw Spider-man standing there.

"STAY AWAY!" Mysterio shouted stumbling back and falling on his butt, he was trying his best to scoot away from the black and white clad vigilante.

'_**FINISH HIM PETER PARKER!**_'

Spider-man shook his head slightly and looked at the retreating Mysterio.

"Give it up Mysterio…..I'm taking you in"

'_**NO MERCY!**_' shouted the symbiote in his mind

"You can not defeat me….I am Mysterio"

"Well Mysterio you look pretty defeated to me" said Spider-man

"You win this battle Spider-man, but we will meet again" he said scrounging up the last bit of concentration he could muster and vanishing in puff of purple smoke without a trace.

'_**Peter Parker you've allowed him to escape…WE SHOULD'VE FINISHED HIM!'**_ whispered the symbiote forcefully

'_I told you I don't hurt people unless I have to, he was defeated'_ replied Spider-man

**CLAP! CLAP! CLAP!** Spider-man turned around and saw several civilians coming out and clapping and whistling

"YOU ROCK SPIDEY! YOU SHOWED HIM SPIDEY! WHOOOO HOOO!' shouted the civilians. Spider-man smiled under his mask slightly as he saw the people clapping for him, he then jumped in the air and swung away.

* * *

**Mysterio's Apartment**

"OOMPH!" he grunted as he landed on the floor roughly, "Spider-man" he growled to himself and he put his hand on his stomach that was still hurting from the blow he received. He slowly stood up and made his way over to his bed and laid down.

"I'm gonna get him for this….I am Mysterio…..I have unlimited power and for this freak of nature to upstage me…." He growled to himself. Turning to the side he saw the TV was still on but it was on mute. Waving his hand the volume on the TV instantly turned up.

* * *

**TV**

"_Good Evening New York I'm Michelle Burns bringing you up to date news and we have this breaking story. Not even 15 minutes ago, there was a battle between New York's resident hero Spider-man and new comer Mysterio who was responsible for several thefts it seems from the across the US. Mysterio appeared today and robbed several civilians of their possessions and their clothes and we are receiving reports that Mysterio tried to steal from of New York's upper class people who were attending the opera. The Mayor of New York was one of the people that was robbed at the opera, but I'm receiving reports now that not too far away from the Broadway Theater a bag full of wallets and Jewelry has been found and it's assumed that these are the items that were stolen. Mysterio's plans were thwarted by Spider-man and it even seems that Mysterio has some type of strange powers that allow him to anything he wants even grow to 25ft, but that didn't stop Spider-man from defeating him as you can see on your screen through this amateur footage taken of the battle. This just reassures the reasoning behind Spider-man receiving the key to the city tomorrow…he is without a shadow of a doubt….a Hero….this is Michelle Burns…..more news when we come back. _

_

* * *

_

**Mysterio's Apartment**

BOOM! Went the TV as a lamp went flying into the screen destroying it completely.

"Hero huh…..let's see how much New York thinks' of their hero after I put my skills of illusions to the test" Mysterio said to himself as he looked at the gems on his hands and a plan began to form in his devious mind.

* * *

**Next Day: City Hall: 9:50 am**

Spider-man landed on building that was across from city hall. He peered over the edge and saw the large crowd that was formed in front the city hall building and he smiled to himself.

'_Wow look at all of them'_ he thought looking at the posters with his face on them, and the costumes and the clothing with his name on them, '_This is so cool…..no wonder the human torch is such a showoff'_ he thought

'_**We deserve it Peter Parker…We are Spider-man…..their Savior'**_

'_Well I don't know about Savior…..I was just doing what was right'_

_

* * *

_

From the City Hall doors out walked the mayor of New York City, and he had a brown box in his hands. He then walked to the podium that was situated on the steps that led up to the building. The mayor stopped at the podium, placed the box down and looked at the crowd; he saw citizens, news vans, and police all out waiting for him to present the Key to the newly christened hero of New York: Spider-man. The mayor tapped the microphone which caused everyone to stop talking.

"Good Morning New York, I your esteemed Mayor am proud to see all of you here on this glorious morning. Just by looking at all of you I can see you're all excited as I am, to meet the webbed wonder that has taken our city by storm. Now, I know that in the beginning of his career he was a bit of a mystery…..a mystery that we oftened feared and treated with hate, but as of today, I safely tell each of you to fear no more. He has shown us time and time again that he is a force for good. He is here to help us thrive as a community, as a city, and as a State. So, without further adieu I would like to present…." He started before opening the box. Once the box was opened he took out a gold Key with the inscriptions key to the city engraved on its side, "I would like to present this Key to the city of New York, to the one, the only, the AMAZING SPIDER-MAN!" shouted the Mayor and it was followed by citizens clapping.

* * *

"They're playing my song" said Spider-man jumping over the edge of the building he was on.

* * *

"WHOOOOO HOOOOOO!" he shouted as he swung into view of the people, who only started to clap harder and louder. Spider-man landed on the bottom steps and bowed to the clapping crowd and started waving to them as well.

* * *

**Not too far away**

A puff of purple mist formed and out stepped Mysterio. He looked and saw Spider-man, bowing to the applauding crowd.

"Well…..aren't you just the showman Spider-man. Let's see how much the crowd loves you after this" he said deviously. Mysterio held up his right hand and he furrowed his brows in concentration. The yellow stone in his glove began to glow a deep yellow glow instead of its regular light spark. All of Mysterio's concentration was focused on one singular thought, and that thought was Spider-man.

* * *

Spider-man continued to wave at the crowd until suddenly his got a powerful sensation from his Spider sense.

'_Whoa…..what the hell'_ he thought as his body went into fighting mode, he was searching for the danger, but he couldn't sense where it was coming from, '_Where….is_"

'_**Behind us Peter Parker'**_ shouted the symbiote in his mind.

'_No….it doesn't feel like it's coming from…'_ Spider-man started to think as he turned around, but when he turned he didn't see the Mayor holding the key, it was Mysterio.

"BEHOLD THE POWER OF MYSTERIO!" he shouted.

"MYSTERIO!"

'_**WE WARNED YOU PETER PARKER….WE SHOULD HAVE DESTROYED THIS FOOL WHEN WE HAD THE CHANCE!"**_ growled the symbiote

'_No…wait hold on….my Spider sense….it's…its not coming from Mysterio'_

'_**OUR SENSES ARE LYING! WE KNOW WHAT WE ARE DOING PETER PARKER THIS CHALLENGER IS OURS!**_' growled the symbiote as it took control of Spider-man's body.

Suddenly Spider-man leaped at Mysterio and tackled him to the ground.

'_WHAT ARE YOU DOING! I CAN"T CONTROL MY BODY!"_

'_**WE HAVE ASSUMED CONTROL WE ARE DOING WHAT WE SHOULD HAVE DONE'**_ replied the symbiote as it made Spider-man raise his hand. Spider-man then proceeded to punch Mysterio as hard as he could. Over and Over Spider-man punched and punched Mysterio, Spider-man rained punch after punch onto green and purple clad villian.

* * *

**Avengers Mansion**

"Good Lord" whispered Steve Rogers as he looked at the TV

* * *

**Daily Bugle**

"Good Lord" whispered Robbie Robertson with wide eyes

"Some Hero huh" chimed J. Jonah Jameson as he too watched the television with wide eyes

* * *

**Baxter Building**

"Good Lord" said Sue Storm leaning forward in her seat while looking at the Television.

"You said it Suzie" came the growling voice Ben Grimm from his spot on the couch.

* * *

**Office of Matt Murdock and Foggy Nelson**

"Holy Crap!" shouted Foggy standing up in his seat.

"Foggy what is it….what's going on" asked Matt Murdock who was sitting on his desk with his cane in his hand.

"Spider-man is beating the crap out of the Mayor!" Foggy exclaimed.

"WHAT!" shouted Matt standing up.

* * *

"SPIDER-MAN!" shouted two voices from behind him. Spider-man turned and saw Captain Stacy and Lieutenant Lee standing at the bottom of the steps with their weapons drawn.

"WHAT THE HELL ARE YOU DOING" growled Captain Stacy angrily.

Spider-man looked at them and then back at Mysterio who was lying on the ground, but it wasn't Mysterio, it was the beaten and bloody form of the Mayor.

'_OH NO! WHAT HAVE YOU DONE!_' shouted Spider-man inside his mind at the symbiote

'_**W-We…. We are helping…W-We…..**_' the symbiote tried to respond, before Spider-man's spider sense blared to life. Spider-man backflipped out of the way as several officers started to shoot at him.

'_GET ME OUT OF HERE NOW!"_ shouted Spider-man to the symbiote. The symbiote shot a web and quickly swung away, dodging bullets in the process.

"CEASE FIRE! CEASE FIRE!" shouted Lieutenant Lee to the officers, as she watched Spider-man swing away. Captain Stacy ran up the steps and to the downed Mayor. He put two hands to the man's neck and he felt a pulse, but it was getting weaker.

"GET A BUS DOWN HERE NOW!" he shouted, while at the same time looking at Spider-man swinging away.

* * *

"HAHAHAHAHAHAAHA…..that worked better than expected…HAHAHAHAHAHAHA!" laughed Mysterio from his position. He looked up just as Spider-man swung over his position, "Enjoy being Famous Spider-man, but as I'm sure you're about to find out Fame is not necessarily all its cracked up to be, HAHAHAHAHAHAHAHAHA…..until next time Spider-man, because we will meet again" said Mysterio as he held up his hand and vanished in a flash of purple.

* * *

**End Chapter: Read and Review. Hey readers it's me back with the closing comments again, and I hope that everyone enjoyed the latest chapter and enjoying the story is general. I hoped that everyone liked the debut of Mysterio and I know some people were wondering where the infinity gems went, and as you can see I kinda teased at what happened to them. They kinda scattered all over the place and our villain Mysterio just happened to be lucky enough to find two of them, but what happened to the other two…you'll have to keep reading to find out, and you'll have to tune in next time to find out whats gonna happen to our hero Spider-man as things start to spiral out of control thanks to the symbiote... So this is Nomad88 saying until next time…...**

**Ps: Hey if you haven't checked out the newest chapter to Batman Beyond Vol 1, remember to head on over to that story read and review because I would like to know what you readers out there think of the story….thanks…**

**Next up: Symbiotic pt 4**


	35. Symbiotic pt 4

**Disclaimer: I DO NOT in any form or fashion OWN THESE CHARACTERS, in fact ALL CREDIT goes to MARVEL, DISNEY, and of course STAN LEE, I'm in no way making any money off of this story, no money is being exchanged so please find it in your heart not to sue me because I can guarantee you that I have no money…..I really don't…thanks…..on with the story. **

**Hey Readers it's me Nomad88 back with a brand new chapter in the Amazing Spider-man universe, I hope everyone is enjoying the story and this story arc so far, well readers I hope that you Read, Review (Feedback is Golden) and of course the most important thing is to Enjoy…..**

* * *

**Chapter 3****0: Symbiotic pt 4**

**TV: 8:00pm **

"_Good Evening New York I'm Michelle Burns and I'm bringing you up to date news our top story tonight is a sad one. We are now heading into the 10__th__ hour of Spider-man's vicious assault of the mayor. If you are just joining us, earlier today Spider-man was being honored with the key to the city and just as he arrived to receive his award he began to pummel the mayor with punches as you can see on your screen here. As to why Spider-man assaulted the mayor is a mystery because once New York's finest interrupted his assault Spider-man swung off. The police have issued a city wide manhunt for Spider-man with orders to arrest on sight, so if anyone has any information as to the whereabouts of Spider-man please contact the authorities immediately. Our next story is a rare one indeed because in the studio with me is none other than our own Senator: Robert Kelly. Senator Kelly thank you for joining us this evening._

_Senator Kelly: Thank you for having me Michelle. _

_Michelle: Now Senator Kelly you are here tonight to talk about a specific issue is that correct. _

_Sen. Kelly: That is absolutely correct Michelle I'm here to make a statement and it directly ties into this Spider-man business. _

_Michelle: Is that so Senator Kelly_

_Sen. Kelly: Yes I should've made this statement a long time but I wanted to gather more evidence, but after this I have all of the evidence that I need. Tonight I'm here to talk to this great State about the growing Epidemic_

_Michelle: Epidemic. What Epidemic?_

_Senator Kelly: Mutants Michelle. The Mutant Epidemic_

_Michelle: Senator. You were talking about mutants 5 years ago and it almost cost you your position as Senator, mutants are a myth, nothing more. _

_Sen. Kelly: No they aren't. And yes 5 years ago I did mention mutants but at the time I had no proof…..all I had was my word and I guess that wasn't enough for people but now I have proof. _

_Michelle: What proof do you have Senator Kelly_

_Sen. Kelly: Look at what's been happening around the City in the last year and also in the past couple of Months…just a week ago there was a sighting of a White Wolf that walked on two legs, what about when this city was over run with those dead creatures, or how about Giant Fish monsters coming out of the ground and not mention the so called Fantastic Four, or the Avengers, who have just reported that they are adding the Hulk into their little club….Wasn't it just a few months ago the Hulk almost tore this city apart and last but not least look at Spider-man, what human you know can climb walls and shoot webs. My point Michelle is that Mutants are very real you can see that for yourself right now, but the things that I have mentioned are just the tip of the iceberg…..there are thousands of mutants out there living among us hiding in plain sight. Some so powerful that its…..its scary and it's only a matter of time before they show their true colors, just look at Spider-man, the man damn near beat the Mayor to death, what's to stop someone from following in his foot steps" _

_Michelle: Spider-man has also done good things too….he saved the city. He's a hero" _

_Sen. Kelly: Well what he did today didn't seem so heroic_

_Michelle: Okay Senator Kelly let's say the people of New York were to get behind you and your theory of mutants and how dangerous they are, what are we supposed to do. _

_Sen. Kelly" I'm glad you asked that Michelle, because right now inside the government there is a plan that is being put together on how to handle this Mutant situation, it's called the Mutant Registration Act and once the plan has been fully thought out it will be brought before the public where they can vote on to have it put into place. I want the people who are watching this broadcast to seriously think about what I have said and what they have seen over the past year, so that way when comes time to vote, the People will know how to vote" _

_Michelle: Well Senator I'm going to have to stop you right there I'm afraid we have run out of time….Well New York you heard it here first, this is Michelle Burns more news when we come back….._

* * *

**Parker House hold: same time**

Sitting in the attic was Peter who had both hands on his head in deep thought about what happened earlier.

"What the hell were you thinking" growled Peter to the symbiote, "You almost made me kill the mayor….Jesus"

'_**W-We are s-sorry Peter Parker w-we were helping….the Mysterio….'**_started the symbiote

"WASN"T THERE!" shouted Peter standing up, "I told you to hold on my spider sense wasn't….."

'_**We said we were sorry Peter Parker…We made a mistake, we were only trying to stop the Mysterio**_' the symbiote whispered back.

"Kill him is more like it and you would've made me a murderer"

_**'We...**_'

'"No, don't say anything else" Peter said with finality. He mentally made the symbiote make his mask appear on his face again and he went towards the window. He opened it and jumped out.

'_**Where are we going Peter Parker?**_'

"Shut up I don't want to talk to you right now"

'_**W-We are sorry…we only wanted to help'**_

"I think you've helped enough" he said as he swung faster through the night.

* * *

**Daily Bugle: 20 minutes later. **

Ben Urich walked out of the side entrance of the Daily Bugle. He reached into his coat pocket and pulled out a pack of cigarettes, he reached inside the pack and pulled out a single cigarette and put it in his mouth. Ben then pulled out his lighter and was about to light the cigarette when felt something attach to his back and pull him upwards making him drop his cigarette, and lighter in the process.

* * *

**Daily Bugle: Roof**

"Ben Urich" said Spider-man gently putting Ben on the roof of the Daily Bugle. Ben looked up at Spider-man with wide eyes and then looked around to see that he was on roof.

"Spider-man. Please don't ever do that again" he replied as he took a deep breathe and then stood up. He dusted himself and then looked at the black clad hero before him, "Boy you are in a lot of trouble do you think it's wise to show your face around this area"

"What choice do I have, I have to clear my name. I'm innocent"

"You're gonna have a tough time proving that, seeing as how the whole damn city saw you beat the crap out of the mayor"

"You're right, if I am gonna prove my innocence I need an Ace in the hole and that is you Ben…I need your help"

"Me. What can I do"

"What can you do" Spider-man repeated flabbergasted, "You're Ben Urich possibly the best investigative Report for the bugle"

"And how would you know that" asked Ben raising an eyebrow

"I-I read your stuff all of the time and you tell the whole story not just part of it. So I'm here asking you to tell my side of the story and help me clear my name. I saved your life so you owe me" said Spider-man. Ben looked at Spider-man and then reached into his pocket for his cigarettes. He grabbed the pack again and took out another cigarette. He reached into his back pocket and pulled out a pack of wooden lighters. He took one out and used it to light his cigarette. Ben then reached into his coat pocket and pulled out a small black voice recorder.

"Alright Spider-man from the top Tell me what happened" said Ben pressing the button on the recorder.

"It starts with Mysterio…."

* * *

**Streets of New York**

Lieutenant Lee casually drove through the night traffic of New York. Every available officer was supposed to out in the streets searching high and low for Spider-man, but she didn't put much effort into the search because of two reasons. The first was because she knew that nobody was going to find him, and second was because she knew that there had to be a explanation on what happened, she knew that Spider-man didn't do things with a specific reason, so just to keep up the appearance she was out driving through the city searching.

**THUMP! **Went the sound of something hitting the hood of her car

"What the hell" she said swerving slightly. Spider-man showed his face through the passenger window.

"Lieutenant Lee open up" he said

She pressed the window button on the driver's side and made the passenger window open, where Spider-man slipped inside.

"How did you know this was my car" she asked

"I memorized your license plate"

"Oh. What the hell was that today kid, what were thinking every cop available is looking for you…." she started before being interrupted.

"I know I know but look it's not my fault, well it is but…let me explain. It was Mysterio"

"Mysterio"

"Yes Mysterio you know the guy that robbed the people at the opera and on the street yesterday. We fought and I beat him but he escaped. Well during the Key to the City ceremony he somehow made me see an illusion of himself as the mayor and I-I…..well you know the rest"

"Jesus kid, were you trying to kill him"

"No…that's an even longer story that I don't have time to explain. How mad is Papa Bear" he asked

"Captain Stacy. If I was you I wouldn't show my face at the precinct for a while, he thinks what happened to the mayor is his fault, for letting you continue this costumed vigilante thing….."

"No. This is my fault…and it's Mysterio's fault as well. So how do I fix this?

"Short of capturing Mysterio…."

"Fat chance he can somehow teleport himself anywhere he wants, he's probably long gone by now"

"Well you can turn yourself in and let the legal system sort this out" she said glancing at him.

"Next"

"Well maybe if you apologized to the mayor and explained to him what happen?"

"I thought he was in a coma"

"No, he just now woke up a few hours ago, but he's still in bad shape" said Lieutenant Lee.

"Well that's what I'm gonna have to do…maybe I can reason with him" Spider-man replied

"He's at Manhattan General I don't know the room number but I'm sure you can get that, Good luck kid you're gonna need it" she said to him seriously. Spider-man nodded his head in thanks and climbed out of the window and jumped away swinging towards the hospital.

* * *

**Manhattan General**

Peter Parker walked through the front doors of the Manhattan General hospital and immediately saw a crowd of reporters trying to get a statement from the mayor's family who were walking down the hall. Peter cringed slightly as he saw tears coming down the eyes of the mayor's wife, as she shielded her eyes from the bright flashes of the cameras.

'_I gotta make this right'_

'_**Peter…..**_

'_I TOLD YOU TO SHUT UP I DON'T WANT TO TALK TO YOU!'_ Peter shouted at the symbiote in his mind. Peter then looked and saw the front desk of Hospital and the nurse that was watching the scene , walking over to her he got her attention.

"Excuse me Miss"

"How may I help you young man"

"My name is Peter Parker and I go to Midtown High and one of my assignments is to learn about Health care, so I came here to Manhattan General and I was wondering was there a Doctor I could talk to"

"Just a moment" said the nurse standing up from her seat and going through a door that led to a lounge area. Peter took that chance and leaned over the counter and looked for anything that tell him where the Mayor's room was, he looked and saw an open book with today's date in large bold letters. Peter grabbed the book and did a quick read, and found the Mayor's name and saw that he was in room 512. Placing the book back down he quickly ran out of hospital.

* * *

**Room 512**

Spider-Man peered through the window and saw that the room was empty except for the mayor, who was sleeping. Spider-man opened the window and crawled through and dropped to the ground, he slowly walked up to the sleeping mayor and looked at his injuries. He saw that mayor had on a neck brace, busted swollen lips, a swollen eye and a broken nose as well.

"Oh my God" he whispered to himself as he grabbed the mayor's chart that was in the holder on the bed. While spider-man was looking at the chart he didn't notice the mayor crack open his good eye.

The mayor seeing Spider-man began to breathe heavy causing his heart monitor to speed up, Spider-man hearing the machine speed up turned to see the mayor looking at him.

The mayor weakly felt around his bed for his button to call the nurse. Just when his hand hit the caller Spider-man rushed over and grabbed the caller.

"Wait….please just hold on" he said softly. The mayor's heart monitor kept beeping fast

"I'm not here to hurt you I promise, just….just hear me out. I'm…I'm deeply sorry for what I did to you. You have to believe me Mr. Mayor it was not my intentions to do this to you, I'm being framed." He said, but the Mayor's heart monitor kept beeping fast.

"I'm being framed by Mysterio. Look when you were presenting me with the Key to the city, it wasn't you that I saw it was Mysterio. Yesterday night he and I fought, but he was able to escape, and then today at the ceremony he must've I don't know….. cast an a spell or illusion over me and then I….the point is that I'm sorry…..can you please forgive me"

The mayor looked at the wall crawler and thought about what he just said, the Mayor was at the opera yesterday and he saw some of Mysterio's tricks, so maybe Spider-man's claim was true. The mayor kept debating Spider-man's statement until slowly but surely his monitor began to decrease from rapid to a steady calm pace. Spider-man looked at the monitor and then back at the mayor

"Thank you….and I promise I will catch Mysterio" he said handing the caller to the Mayor. He took the caller and then placed it on the bed. Spider-man backed away from the bed and headed for the window. He glanced over his shoulder one last time and looked at he mayor and then he jumped out of the window.

* * *

**Across Town: Manfredi Mansion: Training room**

"I have gathered the four of you because you are the best mercenaries I could find that are still under my Father's employment. If you have or haven't heard he's dead which means that the four of you work for me now. Each of you are used to working on your own and have performed very well but as of today you are now working together and you will be working with me, and we will only have one goal: Kill Vanessa Fisk the so called new Kingpin of Crime…..any questions" asked Sable staring hard at the four people in front of her.

"When do we start" came the gruff voice of a man named Carl Striklan or as he liked to call himself Crippler. He stood at 6'2 was 230lbs of pure muscles and he had brown hair with a marine style hair cut. He was wearing a red combat vest with knives and guns attached and he had on black combat pants and boots.

"As long as I get to blow something up I'm in" came the voice of a woman standing next to Crippler. She was a cute blonde haired woman, and was about 5'9 and had a dancer's build. The woman was wearing a skin tight magenta leotard and had silver wrist guards on her wrist, and a silver belt. She also had a brown bag going across her chest and it was filled with nothing but explosives. Her name was Wendy Conrad, but lately she's been going by the name Bombshell.

"Sounds Fun" said a Man that was about 5'11 and was wearing a purple body suit with a black bulletproof combat vest on his chest, black bulletproof elbow pads and knee pads. He had two guns in his hands and he was leaning against Sable's desk. The man's name was Paladin.

"M'Lady, I would be honored to help you bring down your adversaries" came the soft yet stern reply from a woman who stepped forward and bowed slightly. She was 5'11 and was of Vietnamese descent, had black hair, brown eyes and a lean toned build. She had on a skin tight light blue outfit. The woman was known as Amy Chen an elite assassin that Silvermane called upon for special assignments.

"Excellent…...All of you are now my Wild Pack" said Sable

"Wild Pack" repeated Paladin scratching his head with one of his guns, "I like it"

"So Sable…."

"Silver Sable" she interrupted.

"Okay….Silver Sable what's the plan to take down Kingpin" asked Bombshell

"Simple we do recon and we hit her when she least expects" replied Silver Sable brandishing her sword.

* * *

**Fisk Towers**

Vanessa Fisk walked into her office and slammed the doors shut and let out a sigh of frustration.

"…..sigh…..Being Kingpin is quite tedious" she said while walking towards her desk, but before she reached her desk, her chaired turned around on its own to reveal that someone was sitting in it. Stopping in her tracks she looked at the person. The first thing Vanessa noticed was that the stranger in her chair was a gorgeous woman. The woman had long flowing raven hair, with obsidian eyes that could pierce a person's soul. She had full lips and a skin tone that was a deep tan color. The mysterious woman stood up and walked towards Vanessa, stalked was more like it; she moved with precision and grace. Vanessa then saw that the woman was tall about 5'11 and had a lean and toned body that was curvy as well. She was wearing a tight sleeveless and legless red outfit with a long red sash going across her waist and long sai's tucked on each side. The woman now stood in front of Vanessa towering over her.

"You must be Elektra. Leader of the hand" said Vanessa. Elektra looked Vanessa up and down and she started to circle her, like a predator circling its prey, searching for a sign of weakness.

"I hear that you and the hand are the best assassin's in the world" Vanessa continued talking unafraid, "I also hear that you do a variety of other jobs as well that include sabotage, arson, and protection"

Elektra completed her circle and was once again standing in front of Vanessa still not saying a word but speaking volumes with her eyes.

"I need Protection"

"Don't you have men of your own" replied the Raven haired beauty in a Greek accent.

"I do but they are unable to protect me from this type of threat, you see Elektra I'm at war and recently my enemies have started to play dirty, so I need to play even dirtier"

"The hand will not protect you forever"

"I know I just need protection long enough to…dispose of said enemies"

"Protection doesn't come cheap"

"Does it look like money is a problem for me"

"….."

"So when can you start"

"My personal attention is elsewhere at the moment but I shall leave you with a dozen of best ninjas until I'm finished" said Elektra snapping her fingers and men in red ninja outfits filled Vanessa's office and they all had their swords brandished and ready to attack at a moments notice.

"Impressive" came Vanessa's voice looking at the hand ninja

"…." Elektra didn't reply, instead she turned and headed for the window.

"Wait before you leave" Vanessa called out.

Elektra stopped, but as she stopped she pulled out both of her Sai's and blocked the four throwing stars aimed for her head.

**CLAP! CLAP! **From what seemed like nowhere Bullseye made his appearence and he had that same twisted grin on his face.

"BULLSEYE!" snapped Elektra her voice laced with venom at the sight of him. She gripped her sai's tightly and prepared to charge at him.

"Hmph…Elektra glad to see you're still alive….how are you alive….I'm pretty sure I stabbed you in the heart. Oh well…I guess I'll have to stab you in the head this time" replied Bullseye

"…HAND ATTA…." She started

"NO! STOP!" shouted Vanessa holding up her hands "I told him to attack you"

"YOU DARE!" shouted Elektra turning to face Vanessa but never for a second taking her full attention off of Bullseye.

"Of course I had to test you to see if your claim as the best assassin alive was true…congratulations you passed"

Elektra moved with lightning speed and tried to stab Vanessa in the heart, but Bullseye was there to block the stab and he threw a strong kick, but Elektra back flipped out of the way.

"Settle down luv I don't wanna have to kill you again…..or do I"

"ENOUGH! Elektra you have proven yourself there is no need for this to continue as your employer I demand that you stand down"

Elektra still had her sai's brandished studying the two people in front of her, but mostly she was looking at Bullseye. Her eyes narrowed but ultimately she tucked her sai's into her sash again and began to back up towards the window.

"Your fee has doubled"

"That's fine"

Elektra snapped her fingers and the hand ninja vanished into the shadows.

"I shall return in a few weeks and I expect the first payment in the account by the end of the day" said Elektra with narrowed eyes

"It will be there"

Elektra turned and jumped out of the window. Vanessa and Bullseye went to the window and looked out but they didn't see any sign of the raven haired beauty.

* * *

**Daily Bugle 2:00 am**

Ben Urich let out a yawn as he typed furiously into the computer. After his little meeting with Spider-Man on the roof he immediately went back into the Daily Bugle and began to do research into Spider-man's claim. Ben Urich was an old fashion investigative reporter, he was used to getting down in the trenches to find information, digging through old papers and old photos, but as times changed Investigative reporting began to get easier, especially with the invention of the computer. Once Ben got back to his cubicle he typed in Spider-man and dozens upon dozens of information came up on him, from potential sighting all the way to his assault on the mayor, but Ben was looking for something in particular, he watched the video of the mayor's assault and he watched Spider-man with close eyes and then he had noticed something. Ben noticed that right before Spider-man hit the mayor he yelled one word: MYSTERIO!. Ben looked at dozens of video's of the assault and each video he heard Spider-man shout Mysterio. From there Ben began to research Mysterio and Ben learned that Mysterio was really Quinton Beck from California. After learning everything about Mysterio Ben began to write the report that would hopefully clear Spider-man's name.

"Done" he said as he clicked save and leaned back in his chair. He blew out a puff of smoke from his cigarette and then he pressed print. Ben sat in his chair listening to the printer print out the story.

"Well kid I've done all I can do….the rest is up to you" said Ben getting up from his chair and going to the printer.

* * *

**Parker Household: 3:00 am**

Spider-man climbed through the window of the attic and he dropped to the ground.

'_**Peter Parker we have not spoken to in hours' **_

"I thought I made it clear I didn't want to talk to you"

'_**Please….we are…..' **_

"Stop saying sorry, okay sorry doesn't help me clean this up"

'_**Well we do not know how to make you happy…..' **_

"If you really want to make me happy get off of me"

'…_**We….do not understand' **_

"I want you to get off of me I need to fix this mess I'm in and I can't do that with you on me, so I need to be separate…"

'_**SEPARATION! NOOOOOO! WE WON"T ALLOW THIS WE NEED EACH OTHER!" **_

"What do you mean you won't allow this"

'_**We will not separate from you Peter Parker you are our other…..we can….we can fix this…' **_

"I said NO…..AHHHHHHHHH!" grunted Spider-man grabbing his head, "W-What are you doing….ARGH!"

'_**We are assuming control again…..just relax and let us help' **_

"N-No…"

Suddenly Spider-man fell to the ground.

**KNOCK! KNOCK! **Came the sound from the attic door.

"Peter are you in there I heard screaming, what's going on" said Aunt May

Spider-man's clothes began to shift and change into night clothes. Peter's eyes snapped open and he slowly stood up. He turned his head to the door and he went towards it and opened it.

"Hello Aunt May" said the symbiote controlled Peter

"What was that noise why were you yelling and why are you up it's 3:00 am you've got school tomorrow"

"We….I'm sorry Aunt May I was struck with an idea and I had to write it down and as I was going up the steps I hit our….my toe….sorry I woke you"

"Well come from up there and go to sleep" replied Aunt May

Peter walked out of the attic and closed the door. He passed his Aunt and he went towards his room. Walking into his room the symbiote controlled Peter laid down on the bed.

'_**You'll see Peter Parker, tomorrow we will make everything better'**_

* * *

**Next Day: Daily Bugle 7:00 am**

Ben Urich stepped off of the Elevator and he walked through the bull pen of the Daily Bugle passing by all of his colleagues. He had only one thought on his mind and that was to turn in his story that he wrote last night to J. Jonah. Ben reached Jameson's door and opened the door

* * *

**Jameson's Office**

Ben Walked into the office and saw J. Jonah sitting at his desk with his hands on his chin in thought. Jonah looked up as he saw Ben come inside.

"Urich what do you want"

"I came to give you my story" said Ben putting his bag down and reaching inside and pulling out a paper and handing it to Jonah. J. Jonah looked at the paper and read a few lines.

"What is this"

"Spider-man's innocent of what he did to the mayor. Turns out that the guy that he was fighting Mysterio was behind it. Mysterio's real name is Quinton Beck a master illusionist that works out in California, also I did some research and the fight that he had with Spider-man was caught on tape albeit it was a cell phone but still I saw his face, and Jonah if this guy can grow to 25 ft tall I'm pretty sure he can pull a fast one over Spider-man. We gotta run it Jonah"

J. Jonah Jameson looked finished reading the article and then he dropped it on his desk.

"No"

"…..No" repeated Ben in shock, "Why"

"Because Urich we already have a head line" said J. Jonah tossing a newspaper at him. Ben caught it and opened it, the headline of the paper read: MUTANT MEANCE SPIDER-MAN: IS HE ALONE OR ARE THERE MORE?

"You can't be serious in running this" Ben scoffed

"…." Jameson didn't reply he just looked Ben in the eyes

"Jonah, this is just some crap Senator Kelly is pushing to further his own agenda, mutants….are a myth" said Ben despite the fact that he knew the truth, that mutants where very real.

"We'll find out soon enough…..won't we Urich"

Ben threw the newspaper in his hands on the ground and then grabbed his bag and left Jameson's office. J. Jonah leaned back in his seat and let out a sigh

'_John…..I'm doing this for you'_ he thought to himself.

* * *

Ben left Jonah's office in a hurry. Ben knew the truth that mutants were real but he also knew that if mutants where to become public knowledge it would cause massive panic not just in the states but in the world, so he chose to keep his findings a secret, but it seems that the secrets of mutants were about to become public. Ben stepped onto the elevator again and he waited for the doors to close.

"Ugh…..this has disaster written all over it, but I'll deal with that later, first I have to help Spider-man, and if Jonah won't run this story then I know someone who will" he said to himself. The elevator doors opened and he stepped off into the main lobby. He walked outside of the Daily Bugle and he pulled out his phone. He scrolled down his names list until he came to one name in particular. He selected the name he pressed send.

**RING!**

"Ben this isn't a good time my boss is on my ass for the front page story" came the voice on the other end of the line.

"Well Sally if you give me a moment I've got your front page in my hands"

"What"

"I have your front page story…. meet me at the hot dog stand on 12th"

"Good I haven't eaten breakfast yet…I'll be there"

Ben hung up the phone and went to go meet his friend and semi-newspaper rival Sally Floyd.

* * *

**20 minutes later: Hot Dog Stand**

Stepping out of the cab Sally Floyd searched the sidewalk for the hot dog stand. Seeing the stand she paid the cabby and made her way over. Sally Floyd was an attractive dark haired woman; she was about 5'8 with fair skin and brown eyes, Sally was in her early thirties, and she had a slim build and was wearing a black windbreaker jacket with a pink shirt underneath and she had on blue jeans and white shoes. Walking up to the hot dog stand she ordered two hot dogs and not a moment after she ordered them another cab pulled up and out stepped Ben Urich.

"Keep the change" he said to the Cabby handing him a twenty. He flicked his cigarette away and he went towards Sally.

"Hey"

"I got one for you" replied Sally handing him the hot dog

"Thanks. So how's working for the Alternative"

"Better than working for Jameson" she said taking a bite of her hot dog, "Now come on tell me about this story"

"Walk with me" he said starting down the sidewalk, "I got a chance to have a one on one with Spider-man"

"NO"

"Yeah I did, he told me the real story behind what happened with the mayor"

"Well don't keep me in the dark"

"Well it's like this…"

* * *

**10 minutes later**

"Why won't Jameson run this….this is definitely front page material"

"I don't know, he wants to run a story that ties into that mutant crap Senator Kelly was pushing, which is strange….very strange" said Ben

"Why is that strange Ben" asked Sally

"Because Jameson has never agreed with anything Senator Kelly stood for, so for him to back anything that comes out of that man's mouth is strange"

"Strange enough to investigate"

"Just might be, but while I'm doing that I need you to get this Spider-man story out there I promised the kid I would help him"

"Spider-man's a kid"

"Possibly…..I'm investigating that too and something tells me I'm very close to finding the truth"

"Ah….the ol' Ben Urich gut instincts"

"And those instincts have never led me astray" he replied with a smile as he pulled out the spider-man story he had written and gave it to Sally.

"Thanks for this Ben"

"What are friends for…..also one last thing"

"What"

"Are you still going to AA" he asked pulling out a cigarette and lighting it, Sally looked at him for a second before letting out a sigh.

"….Yeah…..I am, there a meeting tonight at 7, See you later Ben" said Sally quickly turning and walking away.

* * *

**Midtown High: 12:00 noon**

The symbiote controlled Peter walked out of the classroom with a frown on his face, as he passed by all of the high school students. Peter carefully watched each of them as they laughed and talked with each other and ran through the hallways. Suddenly though while he was watching them he became light headed for a second stumbling slightly. He caught himself on one of the lockers and righted himself.

'_**Peter Parker you have awoken' **_

'_What the hell are you doing…..give me control of my body' _

'_**No we are making your life better we do not want to separate' **_

'_That is not up to you….this is my body my life I make the decisions'_

'_**You are making a wrong decision….we can fix our mistake' **_

'_I SAID NO! LET ME GO!' _

'_**Stop struggling Peter Parker….let us help…..' **_

While Peter was trying to wrestle control from the symbiote his body was standing still staring into blank space. Mary Jane Watson was walking down the hall when she spotted Peter standing by the lockers with the blank stare. Walking over to him she attempted to get his attention.

"Pete"

"…."

"Pete"

"…"

"PETER!" she shouted shaking him. He snapped out of his blank stare and looked at her.

"The Mary Jane"

"What"

"I mean…MJ how are you"

"I'm fine, but what were you staring at"

"Nothing we….I was merely thinking"

"About what" she asked looking him in the eyes. The symbiote controlled Peter looked at her and small smile formed on his face.

"I was…..thinking about you"

"A-About me" she repeated with wide eyes, "Uh….why would you be doing that"

"I think you know" he said inching a bit closer.

"U-Uh, Peter…."

"Shhhh do not speak" he replied leaning in and kissing her on the lips. The symbiote controlled Peter wrapped his arms around her and pulled her in close. Mary Jane struggled slightly before her eyes closed for a brief second, but then they opened again in realization and she pushed Peter away.

"PETER WHAT THE HELL!" she whispered forcefully looking around to see if anyone saw them, but luckily no one was around, it was lunch time and everyone was in the cafeteria, eating.

"I'm sorry Mary Jane I could not help myself, we…I can't fight about how…. we…I feel"

"Peter I-I'm going to leave and pretend this didn't happen okay…remember what we discussed….we are just friends….who got caught up in the moment….once. We have feelings for different people remember….so….so…I'll talk to you later" said Mary Jane quickly as she backed up and rushed away from Peter, leaving him standing there alone..

'_WHAT THE HELL ARE YOU DOING…..WHY DID YOU DO THAT!'_ shouted Peter in his mind

'_**We are helping you….you desire this girl Mary Jane….we are simply helping you acquire her' **_

'_NO…..I DON"T DESIRE HER I WANT GWEN BACK YOU'RE SCREWING UP MY LIFE!' _

'_**Relax Peter Parker we know what we are doing….we know you Care deeply for tthis Gwen Stacy…and we will acquire her as well' **_

'_Wait what…..what do you mean you will acquire her as well'_

'_**We will help you get both women Peter Parker…..trust us'**_

'_What no…..ARGH! NOOOOO'_ shouted Peter in his mind as the symbiote suppressed him once again and began to walk down the hall.

* * *

**News stand: Hell's Kitchen**

Matt Murdock picked up one of the papers from the news stand. He unfolded the paper and he rubbed his hand across the paper. Since he had a heightened sense of touch he could read the paper by touching it and feeling the ink in the letters. As he rubbed his hand across the paper he read it out aloud to himself.

"Alternative Headline…Spider-man innocent…..Mysterio…Quinton Beck an illusionist from California….." read Matt. After reading the first few lines he stopped and he folded up the paper.

'_I still want to hear this from him'_ thought Matt as he balled up the paper and threw it in the trash can. He then began to tap his cane on the ground and made his way back to his law firm that he shared with his best friend.

* * *

**Midtown High: 3:00 pm**

**RING! RING! **went the bell signifying the end of the school day. The teens as usual poured out of the school heading towards their own after school destinations. Gwen Stacy rushed down the steps of Midtown High trying her best to make it to the bus stop that would take her to the Baxter Building.

'_Gotta hurry or I'm going to be late'_ she thought to herself running away from the school.

A few minutes later she reached the bus stop, but she got their earlier than anticipated. Catching her breathe she stood and waited for the bus to arrive.

"Hello Gwen"

"AHHHHH!" she shouted turning around to see Peter standing behind her, "Peter what have I told you about sneaking up behind me"

"We….I'm sorry Gwen I couldn't help it"

"COULDN"T HELP IT!...sigh….what are you doing here"

"Isn't it obvious, I'm here to be with you" said the symbiote controlled Peter as he stepped closer to Gwen.

"Are you now" she replied with raised eyebrows,

"Yes I am"

"Are you alright…you seem different"

"I'm fine" he said taking another step towards until he was standing a few inches away.

"Uh…Peter you're kinda in my personal space" she said taking a step to the side.

"I apologize, but I'm trying to get close enough to….." started Peter before he grabbed her and kissed her on the lips. Gwen struggled against his grip until she was able to push him away.

"WHAT THE HELL WAS THAT!" she shouted at him taking a few steps back.

"That was my affection for you put into a kiss"

"What"

"That is what you wanted right for us to be together, well here I am, I am ready for us to be together" he said with a smile

"Yes that's what I wanted, but I also wanted you to fully let me into your life and tell me just what the hell you're involved in….." she replied back

"That is information that I'm not going to divulge unto you Gwen for two reasons. The first it's none of your business and second I don't have to tell you anything you're my woman you're only concern should be on how to make me happy"

"…..You're joking right" she scoffed

"Does it look like I'm joking"

"Okay obviously something is seriously wrong with you so I'm going to pretend that this moment did not just happen. Now when you get your head out of your ass we can talk …..good bye Peter" she said pushing past him. As she pushed him Peter's hand shot out and grabbed her arm.

"OW!" she shouted

"Gwen did you not hear what I said you are my woman"

"WHAT THE HELL IS WRONG WITH YOU LET ME GO!" she yelled cocking her fist back she attempted to punch him, but Peter easily caught her fist with his free hand. Gwen then quickly brought her knee up to knee him in the groin, but Peter blocked the blow with his own knee.

"Nice try" he said

"LET ME GO!" she yelled again

"HEY ASSHOLE YOU HEARD THE LADY!" came a voice from behind Peter. Turning his head he saw Johnny Storm aka The Human Torch in all of his blazing glory, hovering in the air behind him.

"This does not concern you….fly away now" said the symbiote controlled Peter, but Johnny ignored him and inched closer. Gwen feeling Peter's grip loosen, pushed him with all of her might and freed herself, from his grasp.

"You must be on drugs or something Peter for you to act this way" she said looking at him in slight horror, "T-This isn't you….I-I don't know what's going on with you…but…at this point I don't care….I really don't…so just….just stay the hell away from me…and Johnny thank you for being concerned but I can take care of myself I don't need you to rescue me"

As she said those words the bus arrived at the bus stop and the doors opened. Gwen quickly got onto the bus without so much as a glance behind her, the doors closed and the bus sped off leaving the Johnny and Peter on the corner. Johnny put his flames out and stood on the ground watching the bus go down the street. He balled up his fist in anger and he suddenly turned, but when he turned he found Peter standing real close to him.

"You do well to mind your own business Johnny"

"That's Human Torch to you buddy and what if I don't mind my own business huh….what are you going to do Parker" said Johnny

"Something unpleasant might happen"

"Try it asshole" went Johnny lighting himself on fire

"Yes your little light show amuses us" replied Peter

"Why are you talking like a bond villain" asked Johnny

"Just stay out of our business"

"Well Gwen is my friend and when her psycho boyfriend from hell is harassing her it becomes my business"

"…..I'm warning you…"

"NO I'm warning you…you better stay away from her, or you'll have to deal with me" said Johnny as he lifted off the ground and flew away. Peter watched Johnny fly away and then he looked both ways and he saw an alley that was near by. He ran into the alley and his clothes shifted and changed into the black costume. The symbiote controlled Spider-man jumped in the air and shot a web and swung after Johnny.

* * *

**Liz Allen's House**

Mark Raxton was sitting in his room in deep thought. The job that he was supposed to do with his friends for Adrian Toomes was tonight. In front of him were the blue prints to the Fisk Research and development compound. He had gotten the blueprints from hacking into the cities architectural grid.

**KNOCK! KNOCK!**

"Who is it"

"Who do you think"

"It's open Liz" said Mark not even attempting to hide the blueprints as his half sister Liz Allen entered his room.

"What do you want"

"I see the swelling has gone down" she said referring to the bruises on his face from his fight with Harry.

"Osborn got in a few lucky shots"

"Pfffft…yeah right, he kicked your ass"

Mark shot her a dirty look before looking at the blueprints again

"I see he didn't knock some sense into you like I was hoping he would"

"What are you babbling about now Liz" asked Mark letting out a sigh and turning to her

"This little heist you're planning…..I heard you on the phone the other day"

"What have I told you about eavesdropping?"

"And when have I ever listened to you"

"…so you heard us talking"

"Mark haven't you learned anything from being in juvie" she asked putting her hands on her hips, "You're an extremely smart guy I've looked at some of you notes and designs and stuff in your room….you have a gift…but you're being an idiot by doing stupid stuff like planning a heist"

"First off its not a heist…a heist would involve stealing something valuable…I'm simply gathering spare parts and I'm making a couple of grand doing it"

"Mark don't do this…..you'll regret it"

"Thank you for the concern but I got this…..I'll tell you what after I'm done and I have my money I'll buy you those shoes you've been bugging the folks about…deal"

"Whatever" she replied leaving his room. Mark shook his head and put a smirk on his lips and went back to looking at the blueprints.

* * *

**Several Hours Later: 6:30 pm**

"TORCH! TORCH! TORCH!" yelled several people as they looked up and saw the Human torch fly over head.

"Hello my adoring fans" Johnny said to himself. Johnny did a few more tricks in the air and after doing that he headed towards the Baxter Building.

* * *

**Baxter Building**

Johnny landed on the large Balcony of the Baxter Building and he walked into Reed's lab, where Reed was just finishing up a lecture.

"Well Class that concludes today's experiments I hope you enjoyed yourselves yet again and I will see you all tomorrow"

"Good by Dr. Richards" the teens/aspiring scientist responded in union while gathering their things and heading for the exit.

Johnny watched them all pack and leave but one person in particular caught his eye.

"GWEN! HOLD ON!" he shouted jogging over to her before she left the lab.

"What is it Johnny…I have a lot on my mind right now"

"Yeah I know….look…about earlier" he started

"Listen before you start….I'm sorry I snapped at you the way I did, I know you were just trying to be a good friend….but I can take care of myself okay"

"I know…its just my Hero instincts kicked in…..beautiful woman in distress and all"

Gwen smiled a little at his compliment

"Johnny….really stop flirting with me…..I have…a…." she started

"That Parker guy….after what he just did I don't think he's boyfriend material Gwen"

"No…..No….something was wrong with him….he's not like that at all I know him"

"You don't have to stick up for him Gwen"

"No I-I know him….he's…."

"Are you sure that you know him…maybe his true colors are finally showing"

"Johnny….I know what I'm talking about okay….you don't know him like I do"

"And I don't want to know him I want to get to know you"

Gwen looked Johnny in his eyes and she let out a sigh

"Johnny….." she started but she didn't get a chance to finish because Johnny closed the distance between them and he kissed her on the lips.

Gwen resisted a little but for a split second she closed her eyes, but right when they closed they snapped open again in realization and she broke the kiss with Johnny.

* * *

Across the street hiding in the shadows whiled sticking to the side of the building was Spider-man watching the both of them

'_**Challenger has rejected warning…must punish'**_ thought the symbiote controlled Spider-man shooting a web and swinging towards the Baxter Building.

* * *

"Johnny….look for the umpteenth time we are just friends okay…..so please don't do that again…..I-I'll see you tomorrow" she said hurrying out of the lab. Johnny watched her go and he let out a sigh of frustration. He turned around but as he turned he saw the out stretched head of Reed behind him looking at him

"What" Johnny asked

"You need to leave her alone Johnny"

"And why is that Reed"

"Well for starters Johnny she's not one of the typical ditzy girls you usually go out with, that girl has vast potential and she doesn't need any distractions" said Reed as he retracted his neck back over to his work station.

"You don't think I know that" replied Johnny walking over to Reed, "I know she's good at the science thing I listen to you guys sometimes….but Reed….I…..I can't help it, I'm drawn to her and I don't know why…..maybe it's because she's smart, funny, has a wonderful personality…and did you see hot she was….and I know she's different because I want to be around her more for more than a day…..I want her to be my girlfriend"

Reed looked up from his station and at the dreamy look in Johnny's eyes and he began to laugh a little

"What's so funny Reed"

"Well, I recently read an article in a magazine"

"Wait…you read magazines…." Asked Johnny with raised eyebrows

"Well…occasionally…when I need to take a break….but as I was saying I recently read an article about when people are looking for a potential girlfriend, boyfriend, or significant other and listening to you I think you have just proven the article right"

"I'm not following"

"Well the article said that when we are looking for the ideal boyfriend or girlfriend we look for qualities that are in our closest loved ones"

"…what does that mean"

"Think about it Johnny…..Think about how you described Gwen…you said she's smart…funny….nice personality…good looking….."

"….."

"You just described your sister, maybe that's one of the reasons why you're so drawn to her".

"OH GOD NO!" shouted Johnny "Reed Don't ever make that comparison again…YUK!" he continued.

Reed started laughing again turning his eyes back to his work station.

"I mean come on" said Johnny pacing behind Reed "I mean do you really think I would….." he started before a black web line shot out from over the open Balcony and ensnared him and yanked him towards and over the balcony.

Reed looked up from his station when he didn't hear Johnny's yelling about his statement and he looked around be he didn't see Johnny. Reed shrugged his shoulders and went back to his tinkering.

* * *

Johnny was yanked off the Balcony and pulled into a black clad fist. The force of the punch made Johnny fall through the air faster. Johnny shaking his head trying to recover from the powerful blow cleared his vision in time to ignite himself and pull up inches before he hit the ground. He flew up and around a little to see who attacked him but he didn't get the chance to look for a long time as two black clad feet slammed into him

"ARGH!" shouted his attacker in pain from the blazing hot flames. The force behind the two feet propelled Johnny through the glass of a nearby building and into an office area.

Johnny tumbled across the office floor setting papers, desk, and the carpet floor on fire as he rolled.

"Ugh….ow…" he groaned as he came to rough halt against a wall where he let out a gust of flames that rose up into the air and set off the sprinklers.

**RING! RING! RING! **Went the alarm for the sprinkler systems as water started to spray everywhere putting out the flames that Johnny's tumble caused. Johnny pushed himself up and he looked around to see who was attacking him. He looked up in time to see the black clad Spider-man swing into the office building and drop to the ground.

"Spider-man…..What the hell man" he said looking at him. Johnny still on fire, but not blazing hot as before pushed himself to his feet and rubbed his aching jaw.

"Johnny" said Spider-man in a low voice. Johnny looked up and saw Spider-man approaching and he instantly felt a feeling of slight dread, but he didn't show it. Spider-Man quickly closed the distance and punched Johnny in the jaw again sending him flying to the side and to the ground.

"AHHHHH!" he yelled looking at his fist. The symbiote was in pain; despite Johnny not being blazing hot he was still hot enough to cause the symbiote pain. Johnny fell to the ground but held up his hand and a stream of fire shout out. The symbiote controlled Spider-man sensed the attack and flipped out of the way. The stream of fire continued until it hit a cubicle setting it on fire.

"OH MY GOD!" shouted an office worker rushing from out of the cubicle as it quickly started to burn.

'_Dammit….watch it Storm can't shoot any fire, I might hit a civilian….my only choice is to take this fight outside' _he thought to himself

"Careful Torch" came Spider-man's voice in a low mocking tone

"Shut up" Johnny shouted "What the hell is your problem anyway"

"You issued a challenge….."

"What" replied Johnny scrunching up his face in confusion while rising to his feet. Once on his feet he cast a quick glance to the broke window he crash through

'_I think I can make it….just gotta time it right'_ he thought. Johnny looked at Spider-man and then thrust his hand forward in an attempt to fake Spider-man out and he made a mad dash for the window, but just when he got close Spider-man landed in front him and delivered a kick to his stomach that lifted him off of his feet and to the ground.

"Oomph" grunted Johnny as he fell.

"I have to say Torch I'm unimpressed….I thought you were going to pose a little challenge, but I may have been wrong…..you pose no threat to me" Spider-man taunted. Johnny hearing the taunt growled to himself and quickly stood up. He then put his hands in a boxer's ready stance just like Ben had taught him a few months ago.

"You want a challenge…you've got one" replied Johnny, _'I've got to bide my time for now until I can catch him off guard and get outside' _

Spider-man held up one hand

"Bring it" he said with a hint of laughter in his voice. Johnny rushed forward with a jab, that was effortlessly blocked. He then tried a left hook followed by a right cross, Spider-man seeing both attacks coming blocked each and on the last blow responded with an uppercut. From there Spider-man threw a left hook, right hook, a knee to the stomach and then finally he jumped in the air and spun and kicked Johnny in the face knocking him to the ground again and drawing some blood.

Johnny spit out some blood and then looked up at Spider-man, who was laughing.

"You call yourself a great Hero….Haha…..you're nothing without you're little flames" he laughed. Johnny balled up his fist and then he looked around the office and he saw most of the workers were gone, but a few stayed to see the fight, but they were out of the way, which meant Johnny could use some of his flames.

"Actually Spider-man….there not little FLAMES!" he shouted thrusting his hands forward and allowing two fireballs to shoot out of his palms. Spider-man barely had enough time to jump out of the way. Johnny shakily stood to his feet.

"FLAME ON!" he shouted. His body ignited in flames and they burned hot and bright, "I DON"T KNOW WHAT THE HELL YOUR PROBLEM IS BUT I DON'T CARE, SO YOU WANT A CHALLENGE HUH WELL GET READY FOR ROUND 2 SPIDER-MAN!"

Johnny held out both hands and unleashed a giant destructive fire blast that blew out half the office that they were in, Johnny made sure that no civilians were hurt in the process though. Once the flamed died out Johnny searched for any sign of his opponent but he didn't see any. He drifted towards the blown out section of the building and he looked down and he saw Spider-man falling through the air.

"Damn…..just missed him well he isn't gonna ambush me and run" he said to himself as he flew after Spider-man.

* * *

While diving through the air Spider-man twisted to the left to avoid a fireball. Turning his head he saw Johnny flying after him and he was getting closer by the second. Shooting a web he suddenly swung around the office building trying to break Johnny's line of sight, but he underestimated the Human Torch's maneuverability, because as soon as he turned Johnny turned as well, and was still gaining. Spider-Man swung with great trying to gain the advantage, but the Human Torch was still hot on his trail and shooting the occasional fireball.

"Time to end this" Johnny said to himself. Following Spider-man's movement with his eyes he thrusted his hand forward and a stream of fire shot out and snapped the web line he was swinging from sending him falling to the ground. Spider-man tumbled across the ground, but had to flip out of the way of another stream fire. Johnny continued to shoot fire at him but he was too fast and agile. Spider-man jumped and landed in a crouch, he looked to the right and he saw a fire hydrant, and he got an idea. He looked up and saw Johnny gearing up for another blast and he jumped towards the hydrant. Johnny shot a blast of fire that hit the hydrant and blew it off of the ground sending water everywhere. Spider-Man shot two black web lines to the blazing hot Johnny.

"ARGH!" he grunted in pain, but he ignored it long enough to yank Johnny forward into the water extinguishing his flames, and sending Johnny crashing to the ground. The symbiote controlled Spider-man wasted no time in rushing over and punching the stunned Human Torch. Spider-man grabbed Johnny and punched him again and again, but while he was doing that Peter was beginning to wake up again. The sudden pain from when the symbiote shot the webs at the hot Johnny, was enough to shock Peter back to consciousness, but the symbiote still had control of his body.

'_Ugh…..where the hell….._' Peter thought

'_**Relax Peter Parker' **_replied the Symbiote

'_You….took control of me again…'_

'_**It was necessary'**_

"_NO….wait is that…Johnny Storm….from the FANTASTIC FOUR! WHAT ARE YOU DOING!' _

'_**Helping' **_

'_NOOO STOP IT! NOW!_' shouted Peter from within his mind struggling for control. The symbiote controlled Spider-man was able to throw one last punch, before he suddenly stopped. As the symbiote and Peter struggled for control Spider-man just stood there holding the beaten up Johnny.

_'THIS IS MY BODY YOU UNDERSTAND RELEASE ME!'_

**_'WE KNOW WHAT WE ARE DOING WE ARE HELPING STOP RESISTING'_**

_'I SAID LET GO_!' shouted Peter with every ounce of will power he could muster.

Spider-man suddenly dropped Johnny who fell to the ground unconscious. Spider-man shook his head and then looked down

"oh my God" he whispered, suddenly a rock hit him in the head. He turned and saw a little boy with a Fantastic Four shirt on looking at him.

"LEAVE HIM ALONE SPIDER-MAN!" shouted the little boy. Spider-Man looked around and he saw people at him with horror in their eyes and he saw some people had their phones out recording him. Spider-man growled to himself and then picked up Johnny and shot a web and swung away to the nearest Hospital.

* * *

**Fisk Tower 8:00 pm**

Vanessa was sitting at her desk going over some papers when her personal phone ringed. She let out a sigh and picked up the phone.

"This had better be good" she said seriously

"Mrs. Fisk"

"Dr. Ohnn what is it"

"We have had a major break through on the singularity project and you need to see this right away"

"Right now"

"Yes Ma'am…..right now I assure you this is what you have been waiting for" replied Dr. Ohnn excitedly

"Fine. I'll be there in a few minutes" she said hanging up the phone, "Hmph….this should be interesting" she said to herself while rising out of the seat and heading for the door.

* * *

Vanessa's limo pulled out of the Fisk Tower parking lot and started towards the Fisk Research and Development center. Unknown to her though was that her limo was being watched by a man in a trench coat. The man pulled out a silver and green gun and he aimed it at the limo and he pulled the trigger. A small coin sized dart shot out and connected to the side of the limo. The man then reached up to his ear.

"Hey Paladin to hot babe in silver body suit"

"Paladin I told you to call me Silver Sable if you call me anything else again I will kill you"

"Sorry Silver Sable I couldn't help myself, you're very….."

"THE MISSION!" she shouted

"She's on the move, I planted the tracker on her limo, you should be picking her signal up now"

"We Got it" she replied

"Good I'm in pursuit now…..see you in a little bit"

"Silver Sable out"

"Has anyone ever told you that you have a sexy…." Paladin didn't get a chance to finish because the line went dead.

* * *

**Parker House: Attic**

"GET OFF OF ME!" shouted Peter as he tried to rip the symbiote off of his body but it wouldn't budge.

'_**No Peter Parker'**_

"GRRRRRRR AHHHH!" he shouted again using all of his Spider strength to try to rip the black symbiote off, but it held strong.

'_**Why do you wish to get rid of us have we not fulfilled your every wish' **_

"NO YOU'RE DESTRYONG MY LIFE…YOU"VE GOT TO GO!"

'_**We are making it better…trust us'**_

"MAKING MY LIFE BETTER! WHAT HAVE YOU DONE TO MAKE MY LIFE BETTER HUH…..FIRST YOU TAKE OVER MY BODY…..YOU…YOU'VE PUSHED GWEN AWAY, BEAT UP THE MAYOR TURNING THE WHOLE CITY AGAISNT ME…..AND NOW YOU BEAT ONE OF THE FANTASTIC FOUR TO A PULP! THAT'S NOT BETTER!"

'_**We've made some mistakes we admit that but we are trying to fix those mistakes if you will let us'**_

"NO THE ONLY MISTAKE HERE IS KEEPING YOU AROUND NOW GET OFF!"

'_**NO'**_

"RAHHHHH!" shouted Peter pulling at the costume

**_'We can fix this'_**

* * *

**Downstairs**

The front door to the Parker house opened and in walked May Parker with groceries in her hands. She closed the door behind her and then went towards the kitchen were she placed the bag on the counter. She then went into the living room and then turned on the T.V. and to a news report, but before she could fully listen to the report she heard a loud thump coming from upstairs. May looked up as she heard the thump again.

"PETER!" she yelled going over to the stairs, "PETER ARE YOU ALRIGHT!"

* * *

**Attic**

"PETER ARE YOU ALRIGHT!"

"Aunt May" said Peter from on the ground still trying to rip the symbiote off, "It's no use…..it won't budge"

'_**No we won't budge Peter Parker…..we are here to stay…..Forever...now let us HELP YOU!"**_

"ARGH!" shouted Peter as he felt the symbiote invade his mind again and attempt to take over his body. He tried to resist but the symbiote had recovered enough to forcibly take over again.

* * *

**Downstairs**

"PETER WHAT WAS THAT YELLING!" shouted Aunt May as she started going up the steps, but right before she could reach the top Peter exited the attic.

"Hello Aunt May"

"Peter why were you yelling" she asked

"We….I hit my toe again"

"Oh well Dear you need to be more careful come downstairs and help me with these groceries" she said turning and going back down the steps. The symbiote controlled Peter wordlessly followed behind her down the steps.

They both reached the downstairs and Peter went to the groceries that were on the counter, while Aunt May went back to the News report. Peter was putting the groceries away when he heard Spider-man come from the TV. He turned and walked over to his Aunt who turned it up.

* * *

**TV.**

"_Good Evening New York this Michelle Burns bringing you up to date news, tonight we have several Breaking Stories to bring to you Tonight and both stories involve the cities mystery hero/vigilante Spider-man. First up earlier today the Mayor made a call to the station and he had a statement that he wanted us to deliver to the public, the statement goes and I quote "Spider-Man is a hero. He explained the reason why he assaulted me the other day and it was not his fault. The villain named Mysterio is the only one to blame for me being in this hospital, So I as the mayor of this great city of New York am hereby calling off the Manhunt for Spider-man…I repeat the Manhunt for the hero Spider-man has been called off" _

_As I stated before these are the Mayor's direct words, now keeping along with Spider-man some disturbing news has just been brought in, around about 6:30pm today Spider-Man and the Human Torch from the Fantastic Four where in a brawl that took them across Manhattan and it ended with the Human Torch being hospitalized after suffering a brutal beating from Spider-man as you can see on your screen. We do not know what caused this fight between the two, and we've tried to get an interview with the Human Torch but he is still unconscious, and we tried to get a statement from the rest of the Fantastic Four but we were only able to get a statement from the Thing_

* * *

_Ben Grimm: YEAH I GOT A STATEMENT FOR SPIDER-MAN WHEN YOU PICK ON ONE OF US YOU PICK ON ALL OF US, SO LOOK OUT YA BUM BECAUSE THE REST OF THE FANTASTIC FOUR ARE LOOKING FOR YA TO SETTLE THE SCORE!_

* * *

_More news when we come back…_

* * *

**CRASH! **Went the T.V. as Peter kicked it over.

'_**As if you could beat us'**_ thought the symbiote controlled Peter

"PETER PARKER WHAT ARE YOU DOING!" shouted Aunt May standing up and grabbing him. Peter knocked her hand off of his arm.

"Don't touch me"

"Hold on young Man who do you think you are talking too"

Peter looked at her and then passed her and went towards the front door.

"Where are you going Young Man you get back here this instant"

"I don't answer to you Woman" Peter replied opening the door and walking out slamming it in the process

* * *

**Outside**

The symbiote controlled Peter walked down the steps and his costume started to form over him.

'_**I'll show that rock headed Neanderthal'**_ he thought angrily referring to Ben Grimm, but then he stopped to think for a second, '_**NO…..fighting will not make Peter Parker happy….in order to face these challengers we need to first prove that we are making his life better….and We know just how to do that'**_ the symbiote controlled Peter thought with a smile.

The costume reformed into Peter's street clothes and he proceeded to walk down the street, but as he was walking his cell phone began to ring. A slot in his clothes opened and he reached in and pulled out the phone and he answered it.

"What"

"Peter, Where have you been I've been trying to reach you I have a serious Problem someone is trying to k…" Harry started frantically.

"Harry I really don't care about your problems, every time I look up you have some problem that you want some else to solve for you. Hey Harry here's a crazy idea why don't you solve your own Problems….BE A MAN AND THINK FOR YOURSELF!" shouted Peter hanging up the phone and then crushing it in his hands

'_**NO more distractions'**_ he thought as he continued to walk down the street to his destination

* * *

**Mary Jane's House **

Mary Jane was sitting on her bed in her room reading a magazine when she heard her doorbell ring. Getting up from her bed she went downstairs and looked out of the window and she saw Peter at the door. She opened it and then invited him inside and closed the door behind him.

"Peter what are you doing here"

"Hi MJ" he replied, while putting on his best sad and sullen face, "I-I needed to see a friendly face…..I-I did something terrible"

"Are you talking about Gwen…because if you are you are damn right you did, she told me everything what the hell were you thinking"

"I-I don't know MJ….I-I'm just going through a really tough time right now and I needed Gwen, but she's being difficult"

"Can you blame her"

"No I can't….but I can't tell her….I can't tell anyone it's my burden to bear, and instead of Gwen understanding that she breaks up with me and goes with that Jackass Johnny Storm" replied Peter looking Mary Jane in the eyes. Mary Jane averted her gaze because during her conversation with Gwen, she had told her about the kiss between her and Johnny.

"That look on your face says you know what I'm talking MJ"

"How did you find out about that" she asked

"It doesn't matter"

"Look Pete you got it all wrong he kissed her not the other way around"

"Yeah…. right" he replied sitting down on her couch.

"Come on you know Gwen better than that"

"Maybe if we were together I would believe that, but remember we broke up, so I don't know what to believe" he replied still in that sad tone. Mary Jane rubbed her neck and then sat down on the couch beside him and put her hand on his shoulder

"Look Peter…..it was…..it was just a kiss right…..I know for a fact that it meant nothing to her"

"If you say so"

"…."

"Look at me…..sulking and dropping all of my problems onto you. I'm pretty sure have other things on your mind besides me and Gwen right. What's happening with you and Harry" asked Peter.

"Ugh….Oh God….I have no idea…I haven't had a chance to talk with him but he's been like a ghost, but I think I'm starting to get cold feet…..it's like….I mean I want to take that next step with him, but it just feels…."

"It feels as if there's something blocking you from doing it" Peter finished

"Exactly and I don't know what it is…..I mean I like him…I like him a lot, but"

"…hmph"

"What"

"Look at the two of us…two peas in a pod….we both have people we care about but"

"We keep screwing it up"

"It's almost as if…..the universe is telling us something" said Peter looking Mary Jane in her eyes.

"L-Like What" she replied swallowing hard, staring back at him.

"I don't know like maybe Gwen and Harry aren't right for us…..like I don't know maybe it's the two of us that should be together" said Peter looking at her. Mary Jane didn't reply, but she furrowed her brows a little, as if she was thinking about what he said. Like a magnet the two of them began to draw closer and closer until their lips met in a soft uncertain kiss. Once their lips met in that first kiss, it was as if a fire had been lit between the two of them and their soft kiss turned into a fierce one as Peter pulled Mary Jane closer to his body and she wrapped her arms around his neck.

'_WHAT ARE YOU DOING'_ shouted Peter in his mind at the symbiote.

'_**Peter Parker you have awaken again…relax we are making your life better…You have always desired this female but you never acted upon this desire why because of fear well with us Peter Parker you will have nothing to fear. We will give you everything that you desire and more and we will start with her, We shall prove to you that you need us and we are improving your life' **_

'_NOOOOOOOO…._' Shouted Peter as the Symbiote suppressed him again. The symbiote controlled Peter effortlessly picked up Mary Jane and carried her upstairs and to her room and fell onto her bed. Mary Jane's eyes opened and she pushed Peter away

"Whoa…..wait…Peter wait…we can't do this….Harry…..Gwen…..Mmph"

Peter silenced her protest by crushing his lips to hers

"MJ…Don't worry about them…it's just you and me now" he replied crushing his lips to hers again and running his hand down her body until his hand rest on the end of her shirt.

'_**You'll thank us for this later Peter Parker'**_, thought the symbiote controlled Peter as he pulled her shirt off and tossed it on the ground.

* * *

**Across Town**

Mark Raxton was standing on the corner smoking a cigarette. He looked down the street and saw a black car coming down the street. The car pulled up in front of him and he looked in the car and saw Jared driving, and Anthony in the back. Tossing his cigarette away he opened the door and got inside.

"What the hell took you guys so long?"

"We had to get a car Mark….relax man" replied Anthony "so smart guy what's the plan"

"Alright look I researched and researched and the only place in town to get this stuff that this Toomes guy wants is at the Fisk Research and Development center"

"That place is gonna be swarming…..you do realize that's the Kingpin's place right Mark" said Jared

"Yeah I know, which is why I pulled the blueprints to that place" replied Mark with a smirk

"How"

"Every building in the city has to issue blueprints to their facilities and I got these from the public library"

"The library" said Anthony with wide eyes "I doubt the Kingpin would give out his blueprints"

"Which is why when I was at the library I hacked into the computer and got the true layout of the facility and there is a sewer entrance that leads right into the lab where I'm sure this stuff is gonna be….you got the wire cutters, and the screwdriver like I asked"

"Right here" said Anthony

"Alright the plan is to get in and get out before the anyone knows we're there"

"Sounds like a plan Mark" said Jared with a smirk. Mark pulled out another cigarette and he lit it and he leaned back in his seat anticipating the big pay day he was about to get once he and his friends steal the science equipment from the Fisk Research and Development center, unknown to the three thieves was that their simple plan was about to become far more complicated.

* * *

**End Chapter: Read and Review. Hey readers its me back with the closing comments, and I know this chapter is a week late but you can blame my computer, it was on the fritz, but the problem has been fixed and we are back on schedule. I hope you all enjoyed the latest entry in my Spider-man saga, and I hope everyone is enjoying the black suited Spider-man because the next chapter everything comes to a head in the final chapter of the black suit arc…..and trust me it's a doozy, So once again I ask that you Review(feedback is golden) and I ask that you meet me back here next time for the next installment….this is Nomad88 saying until next time….**

**Ps: Hey if you readers have not read my Batman Beyond story remember to head on over to that story and read and review as well…..thanks….**

**Next up: Symbiotic pt. 5**


	36. Symbiotic pt 5

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, I repeat I DO NOT OWN. In fact ALL CREDIT goes to MARVEL, STAN LEE and DISNEY, they are the owners not me, I am in NO WAY making any money off of this story, no money is being handed to me or exchanged in any way, so please find it in your heart NOT TO SUE ME….thanks….now on with the story**

**Hello readers it's me back with the final chapter in the black suited Spidey story arc…it's been a wild ride but now it comes to a close, so enough of me talking, but before I stop I would just like to say Read, Review (Feedback is Golden) and of course Enjoy….**

* * *

**Chapter 31: Symbiotic pt 5**

**Outside Fisk Research and Development Center**

"So what's the plan Silver Sable" asked the Crippler as he looked through his binoculars at the Research Center. Sable took her binoculars off of her eyes and she turned to the Crippler

"The plan is to wait for Paladin's signal. He's taking out any and all guards and once he's finished with that he's going to locate Vanessa and then we will hit her hard" she replied seriously

"M'Lady" started Amy Chen turning to Sable "What shall we do if there are people inside with Mrs. Fisk"

"We kill everyone…..no witnesses" Sable responded quickly

"Looks like I'm in the right place" laughed the Crippler

"And one more thing Wild Pack….when we find Vanessa she's mine…I'll deliver the final blow….is that understood"

"Yes ma'am" they all replied together

"Good"

**Beep! Beep! **went Sable's communicator, she clicked the earpiece in her ear.

"Paladin report"

"We're good here Silver Sable security disabled….she's in the west wing lab. I'm turning on my signal; now let's do this I got a hot date later tonight"

Sable rolled her eyes and turned off her link with Paladin

"WILD PACK LET'S MOVE!"

* * *

**Sewers**

"God it stinks down here" said Anthony as he, Mark, and Jared traveled through the dark, stinky sewer tunnel.

"How far we gotta go Mark…" asked Jared putting his shirt over his nose to block the smell.

"Shut up….we're close just a few more feet"

"JESUS!...LOOK AT THE SIZE OF THAT RAT!"

"Quiet…..okay here we go" said Mark looking up at the vent, "Hand me the screwdriver and give me a boost"

Anthony reached into his bag and pulled out the screwdriver and he handed it to Mark. Mark took the screwdriver and he put his foot in Jared's hands. Jared gave Mark a boost up to the vent.

"This vent leads into the ventilation system and will put us in the restroom right next to the lab" He said as he unscrewed the screws to the vent. He caught the vent and he gentle dropped it to the ground. He grabbed the sides of the open vent and he pulled himself up and inside. He leaned out and held out his hand and Anthony grabbed it. Mark then lifted Anthony into the vent and once he was in they both lifted Jared inside. Once all three were in the vent they proceed to crawl through the vent and to their destination

* * *

**Few minutes later: Restroom**

Mark quietly pushed the vent off of the wall and he dropped into the restroom. He looked around and he saw that it was empty.

"All clear" he whispered. Anthony and Jared then dropped into the restroom.

"Nice" said Jared looking around.

"SHHHHH!" went Mark while creeping up to the restroom door. He carefully opened it and he peeked out. He didn't see anyone in his quick glance so he motioned for Anthony and Jared to follow after him.

Walking down the hall the three came to a stop in front of a set of double doors that led into the lab.

"Okay this is it….remember we're in and out" whispered Mark

"Right"

"Gotcha"

The three quietly made their way into the lab and the first thing they saw two people standing in front of what looked like a black hole. Mark's eyes widen at the sight of the black hole but he had to duck for cover when he saw a man in a wheelchair wheel over next the two people.

* * *

**In the Lab**

"Okay Ohnn I'm here I hope you weren't lying to me" said Vanessa irritably.

"Mrs. Fisk I rarely Lie and this project is my…..our Brain child and…..."

"Get on with it" Vanessa and Alystair interrupted at the same time.

"Right….okay the problem last time was that we could not locate where the items were being sent once they entered the singularity and the reason is because they were going nowhere"

"Nowhere" Vanessa repeated

"Yes…we recently discovered that the items were being transported into what we call dead space….meaning a place that's devoid of anything" said Alystair

"We found that out because when we reviewed the singularity's coordinates they were off by 1 decimal"

"1 decimal…..you mean 1 decimal threw off the whole singularity" she stated with disbelief

"Fisk….the type of math that we are doing 1 decimal is everything" said Alystair seriously

"Well….did you fix this 1 decimal" she asked folding her arms

"Allow me to show you" said Dr. Ohnn as he went to the computer that next to the black hole. He back to type into the computer and as he was doing that the black hole began to expand until it was big enough for a person to walk through. Dr. Ohnn back away from the computer and he went to go stand in front of the black hole. Dr. Ohnn took a deep breathe and he walked through the portal. Once he entered the black hole it immediately shrunk and disappeared.

"Where did he go" asked Vanessa with wide eyes. Alystair smirked to himself and he wheeled himself around. Vanessa glanced at him and then turned around as well. A black hole formed behind them and out stepped Dr. Ohnn unharmed

"I'm right here" he replied with a smile

"HAHAHA BRAVO GENTLEMEN….Bravo" she laughed in happiness

"We thought you might be pleased" said Dr. Ohnn

**CLANG!**

"What was that" asked Vanessa looking around the lab to see where the sound came from.

* * *

"IDIOT" growled Mark angrily at Jared who had dropped the screwdriver he had handed to him.

* * *

"It came from over there" said Alystair

"HAND NIN…" started Vanessa before she was interrupted by a large explosion

**BOOOOOOOOOM! **The wall on the far side of the lab was blown out and the explosion knocked Vanessa and Dr. Ohnn off of their feet and it also knocked Alystair out of his wheelchair. From out of the dust and debris four people stepped through the newly made hole in the wall of the lab.

"VANESSA!" shouted Silver Sable as she and her Wild Pack made their way into the lab.

"Damn Blondie" said Crippler to Bombshell as he looked at the destruction one of her bombs caused.

"I aim to please" she replied

* * *

"…_cough_….ugh….the hell" groaned Vanessa sitting up. She looked around and she saw Dr. Ohnn and Alystair starting to stir.

"Hello Vanessa" said Silver Sable stopping a few feet away from the downed woman. Vanessa turned to the voice and saw Sable and the wild pack.

"Little girl you just don't know when to quit do you" growled Vanessa fighting her way to her feet, despite the fact that her ears where still ringing slightly, "If I can beat your Father what chance to do you have"

"The only one whose going to be beat is you BITCH!" shouted Sable drawing her sword and charging at the vulnerable Vanessa Fisk, but before she could impale the woman that she hated with a passion a sword blocked her attack inches away from Vanessa's head. Sable looked to see a man dressed in red and black ninja gear. The Ninja kicked Sable in the stomach and made her back away a few steps.

"What the hell" she said in shock

"What was that about being beat Child…..HAND SLAUGHTER THEM!" yelled Vanessa. Suddenly the whole lab began to fill with identical men in red and black ninja outfits and they all had their swords drawn at the ready.

"HAHA…Now things are getting interesting" said the Crippler pulling out his knives, "BRING IT!"

The hand ninja rushed Sable and the Wild Pack with the intent to kill.

* * *

"Holy shit Mark we have to get out of here!" said Anthony urgently

"We can't we have to get the final thing off of the list…..we need a motherboard stabilizer"

"What the hell is that" asked Jared

"It's something that's used in electronic equipment to relay messages and keep everything flowing smoothly, whatever this Toomes guy is building he needs something to stabilize the equipment"

"Okay where are we going to find a motherboard stabilizer?"

"I'm guessing over there at that computer, the only way that black hole is still open is because it's being stabilized…come on let's go" said Mark as she crawled towards the computer that Vanessa, Alystair, and Dr. Ohnn were standing by.

* * *

Sable and the Wild Pack were fighting against the hand and they were surprisingly holding their own. Sable blocked two strikes with her sword from two hand ninja. She spun around and slashed both of them across their chest killing them, only when she slashed them green mist seeped out of the wounds and then they disappeared.

"The hell" she whispered but she didn't have time to dwell on what happened because she had to duck from the two hand ninja that replaced the ones that she killed. Sable did a backflip and brandished her sword at her two opponents. As they stood there Sable quickly glanced around and saw that her wild pack were fairing about the same as she was against the well trained ninjas.

Amy Chen kicked a ninja in the face and then flipped another onto the ground. Amy then brought her knee down onto the ninja's throat killing him and letting out the green mist. The Crippler was laughing insanely as he stabbed anything that came within a few inches of him. He grabbed a hand ninja by the front of his outfit and then stabbed him in the stomach releasing the green mist. Bombshell while not having extensive training like her peers was fairing okay as she punched a ninja.

Sable smirked to herself as she glanced at the wild pack.

'_I picked the right people….we can do this'_ she thought to herself as she charged at the two awaiting ninja.

* * *

"Smythe! OHNN! Get the hell up and out of here NOW!" she shouted

"Oh…..My ears" groaned Dr. Ohnn as he began to rise to his feet.

"My chair…where's my chair" said Alystair as he groggily looked for his wheelchair. Dr. Ohnn stood up and began to look for Alystair's chair when he spotted three people by the computer.

"What the hell" he started "GET AWAY FROM THERE!" he shouted startling them

* * *

"DAMMIT" said Mark as he saw Dr. Ohnn

"Hurry up Mark"

"Just a second" he replied as he popped open the back of computer console. He looked at all of the wires and he followed them to a palm sized motherboard, "Bingo"

Mark reached in and was about to start cutting the wires with the wire cutter but he saw Dr. Ohnn starting over

"Screw it" he said grabbing the motherboard and ripping it out of the computer making the coordinates that were being displayed scramble and sparks fly everywhere, "Alright let's go"

Mark stood up and was ready to run with Jared and Anthony but then they heard a strange humming sound that grew louder and louder.

* * *

"YOU IDIOTS WHAT HAVE YOU DONE!" shouted Dr. Ohnn looking at the computer console and seeing sparks fly. He took a step back and then turned to look at the black hole it began to shrink back to normal but as it shrunk it began to make a strange sucking noise along with the humming.

"SMYTHE WHAT'S HAPPENING!" asked Vanessa feeling the wind kick up.

"The Singularity…..it's destabilizing….anything that goes into that hole will disappear forever" he said shielding his eyes from the wind.

As he said that the wind began to kick up even more and anything that wasn't nailed down started to fly around.

All the fighting that was going on stopped as everyone tried to shield themselves from being sucked into the black hole. Dr. Ohnn fought his way to the computer and tried to think of a way to stop the black hole. Seeing the sparking electronics and few hanging wires he took off of his lab coat and using his coat as a shield grabbed a few of the sparking wires and he yanked them out. He turned to look at the black hole and he saw that it was beginning to flicker in and out. Looking at the flickering black hole Dr. Ohnn didn't notice some of the flying debris that was heading his way.

"OHNN LOOK OUT!" shouted Vanessa, just as Dr. Ohnn was hit in the head by a piece of the debris. The debris knocked him off balance and the wind was still kicked up so he began to fly towards the black hole.

"AHHHHHH!" he shouted as he was sucked into the medium sized black hole that was too small to fit a whole person through, "NOOOO….ARGHHHHHHHHHHHH!" Dr. Ohnn yelled in pain as his back snapped in half and he was pulled through the black hole just as it flickered out of existence.

"JOHNATHON!" yelled Alystair in shock. The computer console exploded once the black hole vanished.

* * *

Mark, Anthony and Jared made a dash for the double doors when two hand ninjas landed in front of them.

"BRING THEM TO ME!" shouted Vanessa in anger. The hand ninja held up their swords at the three thieves and made them back up slowly until they were standing a few feet away from her.

"WHO SENT YOU!" she growled while grabbing Mark by the front of his shirt

"No one sent us lady"

**BOOOOOOOOM! **Went an explosion in the lab. Bombshell reached into her bag again and pulled out another bomb and she tossed it at the charging ninja.

**BOOOOOOOOM! **The hand ninja exploded in green mist. Bombshell laughed to herself pulling out another bomb, she cocked her hand and was about to throw another bomb when she was kicked in the back by a hand ninja. Bombshell fell to the ground, but as she fell the bomb in her hand slid across the ground towards Alystair and Vanessa.

Vanessa's eyes widen at the bomb, but she didn't have to worry because the two hand ninja grabbed her and Alystair.

"MOVE!" shouted Mark diving to the side just as the bomb went off.

**BOOOOOOOOM! **The explosion blew up part of the ground and it also cracked the large vat of boiling metal liquid that was nearby. The vat began to crack even more until like water bursting form a dam the vat broke apart spilling the liquid.

Mark from his position on the ground saw a shadow form over him. Turning his head he saw a wave of the boiling hot metal liquid coming right for him. The liquid hit Mark full on coating his whole body in the experimental liquid alloy.

"YAHHHHHHH…ARGHHHHHHHH!" shouted Mark in agony as the liquid seared into his flesh.

"HOLY SHIT!" said Jared as he and Anthony watched Mark rolling on the ground in pain of boiling hot liquid metal. Anthony looked up and saw that everyone was distracted. He quickly got to his feet and he grabbed Jared by the arm.

"COME ON YOU IDIOT LET'S GET OUT OF HERE!" he said urgently as the two thieves rushed out of the lab through the double doors and to the restroom where they came from.

* * *

Bombshell elbowed the ninja on her in the head and she quickly got to her feet. She pulled out another bomb, but before she could throw it Silver Sable landed next to her.

"oomph" she grunted from the impact. Sable pulled out the throwing star from her side and stood up to her feet.

"Silver Sable I think we need to go I'm out of bombs all I have is this one left" she said  
Sable growled to herself as five hand ninja began to creep up towards them. She glanced to the right and saw Crippler get stabbed but he kept on fighting.

"Dammit…..WILD PACK RETREAT!' she yelled taking off in a run towards the hole in the wall that they came from.

"NEXT TIME VANESSA!" shouted Sable as ran through the hole, she was followed by Amy, Bombshell and then Crippler. The Hand ninja quickly ran after them but as they neared the hole a bomb flew into view. The hand quickly flipped back out of the way just as another explosion rocked the Lab

**BOOOOOOOM!**

Vanessa looked at the hole where Sable and the Wild Pack ran through and she balled up her fist in anger. The hand ninja looked around and saw that the danger was over and so they all wordlessly disappeared into the shadows, leaving a very irate Vanessa Fisk, a writhing in pain Mark Raxton, and a shocked Alystair Smythe alone in the destroyed research center.

* * *

**Next Day: Saturday 8:00 am: Mary Jane's House**

Laying in the bed was Mary Jane Watson who was still sleeping, and next to her was Peter Parker whose eyes was open but he had a blank stare on his face. Peter laid there staring at the ceiling and it was mostly because the symbiote still hadn't released control over his body yet and inside his mind he was trying his best to regain control.

'_OH….MY….GOD….what have you done….this is bad…this is bad…' _

'_**Nothing is wrong Peter Parker everything is right'**_

'_NO EVERYTING ISN'T RIGHT IT'S WRONG WHAT HAVE YOU DONE'_ Peter shouted back in his mind

'_**We only did what you wanted…..and yet you are still not satisfied'**_ replied the symbiote in a slightly annoyed tone.

'_No I'm not satisfied…you forcibly take control of my body and they you seduce one of my best FRIENDS!'_

'_**We seduced…..**_'

'_NO YOU DID…listen to me GIVE…ME…CONTROL!_' shouted Peter

'_**NO….you need us Peter Parker…..'**_

'_NO….I DON'T!' _

'_**Yes you do' **_

'_NO I DON'T!"_ Peter shouted again using every ounce of willpower he could muster and the symbiote's control was broken and he could move his body again. He let out a breath and he slowly turned his head to the side and he got a look at Mary Jane who was still sleeping soundly. Peter gently as he could slid from out of the bed careful not to wake up the sleeping Mary Jane. Peter backed away from the bed and as he did that his street clothes formed over him. He looked down at the clothes and he quietly went to Mary Jane's door. Right as he reached the door he heard knocking.

"Mary Jane" said a voice

"Damn it" whispered Peter looking at the closed door

"It's me your Aunt Anna your Mom is out of town so she asked me to come over and watch you for a few days…..Mary Jane" said her Aunt as the door handle began to jingle. Peter turned around and saw that Mary Jane was beginning to stir. He frantically looked around and saw that her window was open. Peter jumped across the room and out of the window just as Mary Jane woke up and her Aunt walked into her room

"Wha…" went MJ groggily rubbing her eyes

"Mary Jane"

MJ turned her head and saw her Aunt standing at the door.

"A..Aunt Anna"

"How are you Dear"

"Uh….." went MJ as she looked around her room for any sign of Peter but he was gone "Uh…I'm fine"

"Listen your mother is out of town so I'm going to be watching you for a few days okay"

"Alright"

"Good….now breakfast will be ready soon" she said walking out of the room and closing the door.

"Okay" she replied falling back into her pillow, she ran a hand through her hair as she remembered what happened last night and then she turned to the open window.

"This is not good" she said to herself as she covered her face with her hands "Oy"

* * *

**Parker House: Attic**

Peter crawled through the attic window that he always kept unlocked and he dropped to the ground. He quickly ran to his computer and he turned it on. While his computer was booting up he looked around the attic for a pair of scissors. His eyes landed on the pair lying on the ground. He went over and he picked it up.

'_**What are you doing Peter Parker?' **_

"Shut up" he said curtly grabbing a portion of his clothes he pulled on it and then he cut a piece off. The symbiote quickly reformed after being cut. Peter took the symbiote sample and he placed it in a petri dish and he put the dish under the microscope. He peered through the microscope at the symbiote and his eyes widen in shock.

"Oh My God" he whispered to himself, "No….no…no…no" he continued to whisper as he took out a small needle and he pricked himself in the finger. He moved the Petri dish to the side and he pulled out a new dish. He wiped his blood in the dish and he looked through the microscope

"Dear God…. you're…..You're…."

'_**What are we Peter Parker?' **_

"You're a Goddman Parasite"

'_**DO NOT CALL US THAT!**_' roared the symbiote

"Why not….It's true, you're a Parasite you're not trying to help me you're trying to take over…you're trying to assimilate me WHY!"

'_**IT is our nature Peter Parker….asking us why is asking why is the sky blue….for Eons we have traveled the Beyond landing on world after world civilization after civilization finding suitable hosts and learning all that we could before we assimilated the entire world adding to our collective and then moving on'**_

"Assimilate….. more like destroy" he replied watching as the symbiote sample in the Petri dish jumped out and crawled back to him.

'_**We preserve'**_

"…..what are you waiting for then huh…..why haven't you added Earth to your collective, you've been here long enough" said Peter

'_**Two reason Peter Parker the first is because we…..are tired'**_

"Tired"

'_**Yes…..it happens from time to time…we grow tired of moving from planet to planet and eventually we find a planet that is suitable with plenty of hosts and resources and we procreate….that last world that we procreated on was destroyed by the World Eater….' **_

"And now you've found your way to earth"

'_**IT is a suitable planet that fits our needs' **_

"What's the second?"

'_**You' **_

"Me"

'_**Yes you Peter Parker….normally once we attach to a host the bonding process does not take this long….you are not easy to bond with…'**_

"W-What do you mean bond…." asked Peter slowly standing up.

'_**Yes Peter Parker Bond…we find a suitable host and we bond with it and we blend into a civilization and then we assimilate, but you are proving hard to bond with, but that's fine because we don't want to assimilate this world anymore Peter Parker'**_

"A-And why is that"

'_**Because you love this world….and we…..love you and we only want you to be happy Peter Parker and we shall do that by helping you to rule this planet'**_

"RULE THIS PLANET…..NO!...I don't want to rule this planet…..I want…"

'_**You don't know what you want Peter Parker, but that okay because we know what is best for you and we will help you achieve…..'**_

"NO THE ONLY THING THAT IS BEST FOR ME IS TO GET RID OF YOU NOW GET OFF OF ME!" Shouted Peter grabbing ahold of the symbiote again and trying to rip it off of his body, but the symbiote refused to move.

'_**NO Peter Parker and besides….the bonding process is almost complete…..by midnight tonight…..we shall be ONE' **_

* * *

**Elsewhere: Across Town: Battery Park **

In an empty parking deck, Anthony and Jared stood leaning against one of the support beams waiting for their employer to show up with their money, but as they stood there leaning against the wall they couldn't help but think about what happed to Mark a few hours earlier.

"Did you see what happened…." Started Jared

"Shut up…..of course I saw what happened to him I was there wasn't I"

"We just left him there"

"So what" replied Anthony pulling out a pack of cigarettes and taking one and lighting it. He needed something to calm his raging nerves, "Where the hell is this Toomes guy" he asked blowing out the smoke

"YO TOOMES WE'RE HERE!" shouted Jared getting annoyed as well.

"Keep your voice down!" hissed a voice from beside them. They both turned to the side to see Adrian Toomes standing there with a scowl on his face.

Adrian Toomes stood at 5'8 and was bald. He had blue eyes, a long curved nose and looked to be in his early fifties, and he hand a hunch in his posture. He was wearing a long gray trenchcoat that covered his body, and he was wearing what looked like green boots

"Have you acquired what I asked" Toomes asked looking around

"Yeah we got it" Anthony replied taking the bog off of his shoulder and tossing it to him. Toomes caught the bag and then opened it and he looked inside and he saw the items that he needed. Toomes then reached into the bag and he pulled out the motherboard stabilizer and he looked at it with a raised eyebrow because it looked like it had been ripped out of something.

"What happened to the stabilizer?"

"We ran into a bad scene and had to get out of dodge but it should still work"

Toomes scrunched up his face and then he shoved the motherboard back into the back

"Thank you gentlemen for your hard work" he said turning around and walking away

"HEY WAIT!" shouted Jared making Toomes stop and turn to him "What about our reward….our money"

"Of course…where are my manners here's your payment in full" he said, and as he spoke two sharp feather looking daggers shout out of his coat and impaled Jared and Anthony through the chest killing them. The feathers removed themselves and returned to his coat.

"Again I thank you gentlemen for your hard work but your services are no longer required" he said to himself as he turned and left the parking deck.

* * *

**In the Air**

Spider-Man swung at break neck speeds through the air quickly trying to reach his destination.

'_**Where are we going Peter Parker?' **_

"I'm going to ESU….I know there has to be something in that place that can get you off of me" he replied

'_**Unlikely Peter Parker…..you need us' **_

"I don't need….SPIDER…AGRH!" he yelled as he web swung into a solid object but the reason why he didn't dodge was because whatever he hit was invisible. Spider-Man then felt something wrap around his waist and pull him to the side where he felt a rock hard fist slam into his chest sending him crashing and skidding across a rooftop.

"Ugh…..o-ow….." Spider-man gasped while grabbing his chest in pain. He slowly turned over on his back and he looked to see what hit him, and suddenly the invisible turned visible.

'_Uh oh…this isn't good'_ he thought to himself as he saw Reed, Sue and Ben inside the fantasti-car that was hovering a few feet off of the ground.

"That was for my brother" said Sue

"W-Wait…..I can…ex…." Started Spider-man

"IT'S CLOBERRIN TIME!" shouted Ben jumping out of the fantasti-car. He cocked his fist back and aimed his punch at the downed Spider-man but he rolled to the side at the last sending making Ben miss. Ben's powerful punch cracked the entire roof causing it to cave in.

"Aw Crap" said Ben right before the roof broke apart and he and Spider-man fell through.

* * *

Ben and Spider-man burst through floor after floor of the building until they both hit the bottom floor full force. Ben being made of rocks wasn't too fazed by the fall. He stood to his feet and he shook his head a little bit.

"Good thing no one was in the lobby" he said in his usual growling voice, "Now where is that punk" He turned and looked around for his opponent. Ben glanced down and saw some of the building debris was moving on it own. The debris lifted up as Spider-man pushed it off of him. Ben looked at Spider-man and he saw that parts of his costume were missing and his bare chest was showing, but suddenly the costume began to reform covering his body again.

"Fancy Costume punk"

"B-Ben…..wait…" came Spider-man's weak reply. The fall had hurt him more than he would care to admit.

"Only my friends call me Ben to everyone else it's the THING!" he shouted charging at the rising Spider-man. Ben rammed his shoulder into him and then quickly punched him with a left hook sending him flying through the glass window and skidding across the street.

'_**Get up Peter Parker….this creature…this thing is challenging you DESTROY HIM!'**_

"N-N-O"

**STOMP! STOMP! STOMP!** Ben stomped over to him and grabbed him and held him up.

"Yeah not so tough are ya…..ya BUM!"

"B-B-en….w-wait" Spider-Man started, but his hand moved on its own and shot black webs directly into Ben's eyes blinding him.

"GAHHHH!" yelled Ben dropping Spider-man who landed in a crouch. He then shot two web lines that connected to Ben's chest, and using his enhanced strength Spider-man yanked on the web and tossed Ben into a car. Ben hit the car and made it flip over three times.

'_**Fine Peter Parker once again we will assume control and do what is right…..and what is necessary' **_

They symbiote took control of Spider-man's body and he jumped out of the way. His spider sense alerted him to an attack, but he looked around and didn't see anything. Spider-man jumped to the side again feeling his spider sense buzz. What he was avoiding was invisible Spheres what was trying to enclose around him. Spider-man jumped in the air avoiding another invisible sphere, but as he was in the air Reed stretched into view and tried to wrap around him, but he twisted out of the way.

"Spider-man we just want some answers" said Reed still trying to wrap around the elusive wall crawler. Spider-man shot a web at Reed's face and pulled him in for a punch.

"How's that for an answer" he said

"You tell me" came a voice form behind him. Sue turned visible and was standing on one of her invisible shields. Sue concentrated and an invisible force field enclosed on Spider-man trapping him. Sue made the force field rise up to her eye level where she was staring into the white reflective lens.

"WHY SPIDER-MAN!" she growled "WHY DID YOU ATTACK MY BROTHER! I THOUGHT YOU WERE ONE OF THE GOOD GUYS SO YOU BETTER HAVE A DAMN GOOD EXPLINATION!" shouted Sue, but as she was yelling at him she was unconsciously making her shield smaller and smaller cutting off his air supply.

"UGH!" he gasped running out of air. Sue saw she was suffocating him and she opened the part of her shield that covered his face allowing him to breathe.

"WELL!"

Spider-man looked at her and suddenly a tendril extended from his mask and hit Sue in the face hard. The blow made her loose concentration and her shields disappear. She and Spider-man began to fall and as they were falling he shot a web and her and pulled her into a punch in the face. He then kneed her in the stomach and then chopped her in the neck knocking her out. The last blow made Sue plunge downward heading for the pavement.

"SUZIE!" shouted Ben pushing himself to his feet and seeing her fall, he wasted no time in sprinting over and catching her before she hit the ground. Reed pulled the webs off of his face and saw Sue unconscious in Ben's arms.

"SUE!" he shouted stretching over to Ben, "Is she alright" he asked taking her out of Ben's arms and checking her over.

"Yeah I think she's a'wright, but she's out cold though"

Reed and Ben looked at Sue and then they turned to Spider-Man who landed on the ground a few feet away. Ben growled at him and charged.

"YOU SONOVA BITCH" he shouted as he neared him. Spider-man stood still in his spot and he waited. Ben closed the distance quickly and thrusted out a powerful fist but Spider-man ducked and then grabbed his arm and using his momentum threw him a few feet away. Ben crashed into another car and rolled across the ground. Spider-man slowed turned his head to Reed and the unconscious Sue.

"Why are you doing this Spider-Man" asked Reed angrily

"You challenged me"

"You attacked us first"

"….Johnny was asking for it"

"Just like you're asking for THIS!" yelled Reed, his left fist quickly stretched out and punched Spider-man in the face sending him skidding to the ground. Reed laid Sue on the ground and kissed her on the head. He then stood and stretched his legs over to Spider-man and tried to step on him, but he rolled out of the way. Reed held up his left hand and he made in flattened and then he expanded it to giant size. He then slammed his giant hand on top of Spider-man. Reed lifted his hand up and to his surprise he didn't see Spider-man. Reed looked around until he glanced at his hand and saw Spider-man sticking to it. Once he was spotted Spider-man began to shoot web ball after web ball at Reed's face. After the last web ball Spider-man shot a giant patch of webbing in his face again blinding him. He then sprung off of his hand and then started to rain blow after blow on Reed's face, but as he was punching him Spider-man found that only half of his blows really landed because punching Reed was like punching dough.

"GET AWAY FROM HIM!" yelled Ben who had recovered and was charging over again. Ben threw a punch at Spider-man but he pulled Reed in front of the blow. The force of Ben's punch made Reed's head fly backwards and stretch across the street.

"REED"

"Idiot" said Spider-man jumping over Ben and kicking him in the head, and landing behind him. Ben spun around and tried hit him but he was too agile and he leaned out of the way. Spider-man then sprung backwards and landed a few feet away and began to laugh.

"You can not defeat…ARGH!" he started to yell and grab his head.

'_GIVE ME CONTROL OF MY BODY!'_

'_**STOP RESISTING PETER PARKER WE KNOW WHAT WE ARE DOING!' **_

'_LET…..ME…..GO!' _

* * *

Ben stood there stunned at what was happening Spider-man was standing there grabbing his head. Ben then turned and looked at his friends and he balled up his fist in anger and he started to charge at Spider-Man who had stopped thrashing around and grabbing his head.

Spider-man took his hands off of his head

'_Finally I've gotten control of my body…Spider…._'

**KRACK! **Ben's powerful punch hit Spider-man in the chest hard. Spider-man was sent bouncing across ground until he crashed into a brick wall leaving a huge dent.

"…" Spider-man couldn't even speak; the only reason why he wasn't dead or paralyzed was because of the symbiote.

"GET UP AND FIGHT ME PUNK!" yelled Ben stomping towards him. Spider-man reaching deep down started to push himself to his feet.

**STOMP! STOMP! STOMP! **Spider-man leapt out of way at the last second just before Ben punched a hole in the wall. Spider-man dropped to a knee as he turned to face Ben.

'_Body is still shaking from that punch' _

'_**You see you need us…..you would be dead if it wasn't for us**_'

'_SHUT UP!' _

"B-Ben…..hold on…..this isn't…."

"SHUT UP!" growled Ben yanking his hand from out of the wall. He then ran towards Spider-man who, quickly jumped into the air. He saw that there was no reason to keep talking because Ben wasn't listening and he was still hurting from that punch, so he did the only thing he could do, he shot a web and swung away.

"GET BACK HERE SPIDER-MAN! GET BACK HERE AND FIGHT ME YOU COWARD!" roared Ben as he watched him swing away.

* * *

**ESU: Few Minutes later**

Spider-man landed on the roof of the science building of ESU. The symbiote reshaped and formed into his street clothes and he jumped off of the building and he landed on the grass.

"ARGH!" he groaned grabbing his chest _'Fight through it Parker you gotta get this thing off before midnight' _

'_**It is useless Peter Parker we will be with you forever' **_

"Shut up" he replied making his way into ESU

* * *

Peter entered the lab and the first thing that he saw was Dr. Curt Connors, His wife and Eddie Brock. The three turned their attention to the doors just as they closed.

"YOU SON OF A BITCH!" yelled Eddie running towards him

"EDDIE!" shouted the Connors. Eddie ran towards Peter and grabbed him by the front of his shirt and lifted him up.

"TELL THEM YOU WERE LYING! TELL THEM!" shouted Eddie in absolute anger.

"What are you talking about" replied Peter in confusion

"DON'T PLAY DUMB WITH ME YOU LITTLE BASTARD! TELL THEM YOU WERE LYING!"

"That is enough Eddie" came Dr. Connors voice reaching him and grabbing him by the shoulder and pulling him off of Peter.

"Dr. Connors he's lying"

"After this little display I'm certain he wasn't lying" said Dr. Connors dragging Eddie out of the lab.

"NO! Dr. Connors…..listen to me….PARKER IS LYING" he shouted as he was being dragged out of the lab. While that was happened Dr. Connors wife walked over to him and put her hand on his shoulder.

"Are you alright Peter?"

"I'm fine Mrs. Connors….what was that about" he asked looking at her

"Remember our discussion that we had…..well my husband and I talked it over and we decided that the best thing for everyone would be if we let Eddie go from the program, so you don't have to worry about him harassing you anymore okay" she said taking her hand off of his shoulder and walking through the doors after her husband.

"What the hell….wait a minute you did this"

'_**We did this Peter Parker' **_

'_NO you did this…..I've got to get rid of you'_ she thought quickly as he ran over to one of the work stations.

"There has got to be something in here I can use to get you off of me" he said grabbing a few tubes and a syringe.

* * *

**Few minutes Later**

"NOTHING IS WOKRING!" shouted Peter slamming his hands down on the table.

'_**We Told you Peter Parker….it is useless we are here to stay…you may still hold little control but your control is slipping soon we will be one' **_

"NO" said Peter weakly, standing up from the work station. The symbiote formed his costume over his body.

"What are you doing…"

'_**We grow tired of being here…we wish to be Spider-man now' **_

"NO I said….." he started before he heard the doors begin to open. Spider-man jumped to the roof and he quickly crawled to one of the windows and jumped out just as Dr. Connors and his wife walked into the lab.

"Curt do you think we made the right choice"

"Of course we did" he replied, "Wait wasn't Peter in here" he asked

"Yes he was…I wonder where he went I didn't see him pass us at the front door"

"I didn't either…..oh well I'll tell him the next time he here that he, Debra, and Michael are our newest interns" said Dr. Connors

* * *

**Daily Bugle: Jameson's Office**

**RING! **Went the phone in J. Jonah Jameson's office. Jonah looked at the phone and he reluctantly answered it.

"Hello"

"Jameson" came a voice on the other end that sounded quite happy.

"Stryker" Jameson replied gruffly, "Where's my son I did what you asked"

"That you did I was quite pleased with the article a few more like it and we will have our foot in the door on this Mutant Registration Act"

"A few More….no that was a one time deal you said if I…"

"I said that if you wanted to see your mutant son again you would help me and you're not done helping me" replied Stryker sternly

"Listen to me you fat bastard do you know who I am I'm J. Jonah Jameson and I will not be strong armed into….into…..lying for you"

"Your not lying Jameson…..you're telling the truth. Mutants are real and they are a threat and once the whole world realizes this you'll be seen as a hero as will I, now you will see your son when I deem it's necessary, so until then keep publishing what I tell you…I'll be in touch" said Colonel Stryker before he hung up his phone with an audible click.

"STRYKER!" shouted J. Jonah in anger. He stood up from his seat and grabbed his phone and he threw it at the wall.

Betty Brant turned around in her seat when she heard phone crash into the wall. She scooted closer to the window and she saw her boss was in visible distress over something. Suddenly J. Jonah turned in her direction and he saw her looking, she recoiled slightly at being caught and she turned around and went back to work. J. Jonah stormed to the window and he closed the blinds, rustling them loudly.

**BEEP!** Went the intercom

Betty hit the intercom button

"Yes Mr. Jameson"

"STOP PEEPING MS. BRANT AND ANOTHER THING I DON'T" WANT SEE OR TALK TO ANYBODY THE REST OF THE DAY IS THAT CLEAR, IF ANYONE COMES THROUGH MY DOORS THEY WILL BE FIRED!" he shouted.

"D-Does that include Mr. Robertson"

"ARE YOU DEAF MS. BRANT I SAID ANYONE IS THAT CLEAR!"

"Yes sir"

"GOOD!"

* * *

**20 Minutes Later**

An irate Eddie Brock stepped off of the elevator and into the Daily Bugle bull pen passing by journalists and reporters alike all the while grumbling to himself.

"Stupid Parker….get me thrown out of the internship…I'll show him….I'll get even….he got me fired….So I'll get him canned" he grumbled while he maneuvered through he bull pen until he started to approach J. Jonah Jameson's door. Eddie neared the door when Betty's voice stopped him

"Eddie I wouldn't do that if I were you he is not in a good mood" she said

"When is he not in a good mood?" he replied getting ready to open the door.

"Eddie NO!" she urged but her warning went unheard as Eddie entered J. Jonah's office.

* * *

**Inside the office**

"JJ we gotta talk" said Eddie seriously as he made his way to Jameson's Desk. He was sitting in his chair with his head in his hands and big bottle of scotch in front of him. Hearing Eddie's voice, Jonah slowly looked up at him

"JJ listen I've had enough of this okay….You can't have two photographers I was here first…and…."

"You're fired" said Jonah with finality

"…wait Hold on you haven't even heard what…."

"No I heard you Brock….I can't have two photographers and you wanted me to fire Parker because you feel entitled to your job because I hired you first….but let me explain something to you Brock that's not how the real world works. The world works by results who can prove their worth and Brock lately you haven't produced squat but Parker has, and so he stays but you can go" said Jameson in an uncaring tone while leaning back in his chair.

"What!... JJ you can't fire me"

"I just did Brock you can show yourself out"

"NO!" he shouted slamming his hands down on Jameson's desk. Jameson growled in his throat slightly and then he stood up. He went around his desk and he grabbed Eddie by his shoulder and he drug him towards the door. He opened it and he shoved Eddie out of his office.

"YOU'RE FIRED BROCK LIVE WITH IT NOW GET THE HELL OUT OF HERE!" shouted Jonah slamming the door shut.

Eddie stood there staring at the door shock plainly written across his face. Slowly his expression began to turn to anger as he balled up his fist.

"I told you not to go in there" said Betty. Eddie turned to her and stormed up to her desk and he grabbed it and flipped it over spilling all of her papers everywhere and causing everyone in the office to turn and look at him.

"HEY WHAT'S GOING ON" yelled Robbie walking over

"Nothing" growled Eddie passing Robbie and heading for the elevator out of the Bugle

**THROOM! THROOM! **Went the sound of the thunder outside followed by the sound of raindrops.

* * *

**TV. **

_Hello and good evening New York I'm Michelle Burns bringing you up to the minute news. Our top story tonight A Battle Royal took place this morning between the remaining three members of the Fantastic Four and Manhattan's own resident vigilante/hero Spider-man. We were able to catch some of the fight but one thing was clear the Fantastic Four were no match for Spider-man as you can see on your screen. None of the members were available for a comment on the fight but we will keep trying and as usual Spider-man was not available either but more on that later. In other news there is a storm rolling in and our meteorologist say that its going be one of the worst storms New York has had in a while, so if you are out right now in the city I suggest that you get somewhere safe before you get caught in the storm….more news when we come back. _

* * *

**Hours Later: 11:30pm**

**THROOM! THROOM! **

Sitting perched on the top of a Cross at a Church was Spider-man with his head hung low. He paid no attention to the rain as it feel down on him soaking him. He lifted his head and he looked at the symbiote that covered his body.

'_**The time of our Union is nearly here Peter Parker'**_

"...…."

'_**Why are you sad Peter Parker you should be happy you said that you Loved us you…..we shall be together Forever' **_

"...…" Spider-man didn't answer he continued to look at the costume. Finally he raised his head to the sky and he stood up, "Uncle Ben…if you're listening…..please….please help me"

* * *

**11: 38pm**

Entering the Church Eddie Brock whipped the water from the rain out of his hair. He then looked around and he didn't see anyone inside the church. He walked forward towards the bowl of Holy water. He dipped two fingers into the water and he did the sign of the cross. Eddie then let out a sigh and he walked down the aisle until he came to the second row that was right in front of the large statue of Jesus on the Cross. He kneeled down and he put his hands together.

"Its Edward Brock sir…..but I go by Eddie…..I'm sure you knew that. I….I humbly come before you to ask you a simple question…..why. Why are you testing me like this…I know you know how much I was looking forward to that internship with Dr. Connors. I mean I prayed for that internship for many nights and now…what I wanted most is gone and my dream job at the Bugle gone as well….….Why Lord, Why.

* * *

**11:40**

'_**Peter Parker what are you doing' **_

"RAH!" shouted Spider-man pulling at he costume with all of his might again, "I'm NOT GOING TO GIVE UP!" he responded back as he tugged at the symbiote.

'_**STOP!"**_ roared the symbiote in his mind.

"ARGH!" yelled Spider-man grabbing his head in pain, Spider-man lost his balance and he fell. Spider-man landed on the balcony of the Church that was a few feet below. Spider-man fought his way to his feet and he saw that the balcony that he had landed in led to a large and old bell that was housed in the Church.

'_**STOP RESISTING!'**_

"NEVER!" he shouted taking his hands off of his head and pulling at the symbiote again.

* * *

**11:45 pm**

"I know that I've haven't been the most devout follower, I know I haven't given tides or….or done my share of community service…but….but I'm a good person…..or at least I try to be…..so why are you hurting me God…..why am I being tested like this…am I not supposed to have this internship am I not supposed to have the job that I want because of some greater good…or greater destiny…..…"

"GET OFF OF ME!" shouted a voice echoing throughout the church and causing Eddie to look up in confusion

"What the hell" he said

"GET OFF!"

Eddie slowly stood up and searched for where the voice was coming from

* * *

**11:50pm **

'_**It is no use' **_

"RAHHHH!" he yelled desperately trying to get the suit off of him, "GET OFF!"

* * *

**11:52 pm**

Eddie followed the yells until they led him to an old wooden door. He put his ear to the wooden door in front of him and he heard the yelling get louder. He looked around and he didn't see anyone so he grasped the handle and he pulled the door open.

"GRRRRAHHHHH!"

Eddie walked through the door and he looked up. He saw a set of curved stone stairs that led upwards where he saw a black suited Spider-man struggling with his costume.

"What the….Spider-man" Eddie whispered walking forward slowly. As he walked forward he didn't watch where he was going and he stepped on a white rope that that was tied to the bell. Eddie stepped on the rope and caused it to move which in turned caused the bell to move for the first time in almost 10 years.

* * *

**11:55pm**

**GONG! **

'_**AHHHHHHHHHHHHH" **_yelled the Symbiote as it heard the sound of the bell

"ARGH!" shouted Spider-man as he felt the pain the symbiote was feeling _'SO MUCH PAIN' _he thought

**GONG!**

"AHHHHHHHHHHH" the symbiote shouted again. Peter despite being in pain as well felt the symbiotes hold on him loosen considerably. He grabbed at a piece of his costume again and he pulled with all of his might.

**RIP! **was the sound in the air as part of the symbiote ripped off and fell to the ground squirming.

**GONG! **with each ring from the bell a little more of suit loosened up and Peter took full advantage and he pulled with all of his might and ripped more of it off.

"AHHHHHH" yelled Peter as he ripped a big chunk of the symbiote off of his face.

* * *

Eddie carefully made his way up the stones stairs. He made his way to the top and he pushed up the small trap door that led into the Bell tower and he peeked through just as Spider-man ripped part of the black suit off of his face.

"Parker" he whispered in shock.

* * *

Peter looked at the Bell and saw that it was slowing down and about to stop so he tried to step forward when his knee collapsed on its own

'_**NO….P-Peter P-Parker….**_'

"YES!" He shouted forcing himself to his feet and walking to the bell he rammed his shoulder into the bell causing it to move again and ring louder and faster

**GONG! GONG!** **GONG! GONG!** Peter grabbed more of the symbiote and pulled it off

'_**N-No…..y-you….need us'**_

"NO I DON'T

'_**You….said…you l-loved us…..we….love….you…P-Peter…Parker…d-don't kill us'**_ begged the Symbiote, but no matter what it said Peter kept ripping at it pulling it off of his body.

"WHOA!" shouted Peter as the symbiote forcibly ejected him away from it. Peter flew into the wall of the bell tower and he slid down to the ground. He looked up in horror at the symbiote displayed itself in all of its black ooze glory. They symbiote began to grow and rise up and growl in anger at him.

"**SPIDER-MAN**!" it growled out and one of its slithering black tendrils shot out and tried to wrap around his arm, but he jumped away despite the fact that he was in pain.

"NO! I WON'T LET YOU ON ME AGAIN….YOU HAVE SINGLE HANDLY DESTROYED MY LIFE I WANT NO PART OF YOU!" shouted Peter sticking to the wall. The symbiote growled again and another tendril shot out. Peter jumped to the floor and he made a mad dash for the bell but the symbiote slithered across the ground and tried to wrap around him, but Peter saw it and he jumped at the last minute and he brought both feet down on the bell.

**GONG! **"RAHHHHHHHHHHHH" shouted the symbiote as it shrunk and fell to the ground in pain. Peter landed on the ground and he pushed the bell again and again and again. The symbiote roared with each ring and it tried to slither away but it couldn't the pain was too much for it to bear. The symbiote after a few seconds stopped moving and was a giant puddle of black ooze on the bell tower floor. Peter saw that the symbiote wasn't moving at all but he rang the bell three more times just to be safe. After the third ring he stopped the bell and he carefully walked towards the motionless ooze.

'_I don't sense anything from my spider-sense…..it must be dead'_ he thought to himself as he took a few deep breathes to calm his raging nerves. He put his hand to his head he backed up a few steps until he hit the wall and he slid down.

"Oh …..My…. God" he said between breathes, "That was….the hardest…. battle of my life"

Peter looked at the black ooze and then he looked outside and saw that the rain had stopped but the black clouds where still overhead. He slowly rose to his feet and he limped towards the balcony, he looked up at the sky.

"It's over…the nightmare is over…..thank you Uncle Ben… for giving me the strength …..thank you" he said weakly as he jumped over the balcony.

* * *

Eddie Brock slowly pushed the small trap door open all of the way and he stepped up and inside of the bell tower. He made his way to the balcony careful to avoid the black ooze on the ground. He looked down and he saw a half naked Peter Parker jumping across the roof tops of New York.

'_N-No….I can't believe it….Parker was Spider-man the whole time…..THE WHOLE TIME!...wait till JJ hears about this'_ he thought to himself as he turned around, but as he turned he was face to face with the symbiote. The symbiote was visibly weak but it wasn't dead.

"OH….My….." started Eddie before the symbiote formed a mouth and said a single word

"**HOST**!" it growled as a black tendril shot out and grabbed Eddie by the throat and pulled him forward. Eddie slammed into the symbiote and it quickly began to wrap around his body tightly.

"NOOOOO….ARGHHHHHHHHHH! **ROAR!**"

**THROOM! THROOM! **Went the thunder as the rain began to heavily pour down again signifying that the storm wasn't over and the worse had yet to come. The storm outside began to rage and intensify even more as lightening began to strike the ground. One of the lightening strikes flashed in front of the church illuminating the bell tower and the single figure inside.

"**SPIDER-MAN!" **shouted out a voice that was laced with anger and **Venom**.

* * *

**End Chapter: Read and Review**. **Hey readers it's me Nomad88 back with the closing comments well that ends the black suit story arc and you can guess the villain I just set up, the nightmare for our hero is not over just yet. I hope everyone has enjoyed this story arc. I know it was a long one but I hope I crafted it well enough to where it was one of the more enjoyable arcs. I would like to know what you readers out there thought about this chapter and this arc so again review (Feedback is Golden) and then meet me back here next time for the next installment in this saga. This is Nomad88 saying until next time…**

**Ps: Oh just a reminder if you haven't checked out the latest chapter of Batman Beyond Volume 1 remember to head on over to that section or just go through my profile and read and review the newest chapter I would really like to hear your thoughts on how the story is turning out so far…..thanks….until next time…**

**Next Up: The Hand vs. the Wild Pack Round 2 **


	37. The Hand vs The Wild Pack Round 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN characters; in fact all CREDIT goes to MARVEL, STAN LEE, and DISNEY. They are the owners not me so please I ask you sincerely PLEASE DO NOT SUE ME…..I HAVE NO MONEY…..really I don't….thanks now on with the story. **

**Hey Readers it me back with a brand new chapter in the Spider-man Universe, filled with brand new developments and action. I hope everyone is enjoying the story so far, and I hope that everyone keeps Reading, Reviewing (Feedback is a writer's fuel) and of course enjoying the chapters as they come…now enough of me talking…**

* * *

**Chapter 32: The Hand vs. The Wild Pack Round 2**

**Parker House 2:00 am**

Peter let out a long and heavy sigh as he felt the warm water fall onto his skin. After ridding himself of the symbiote and making his way back to his house the first thing he did was jump in the shower. As the water fell down on him it felt as if this was the first shower he has taken in weeks. Peter opened his eyes and then ran a hand through his wet hair.

"My God" he whispered to himself as he kept replaying in his mind what he went through just a few hours before. After a few more minutes in the shower Peter final turned it off and he stepped out of the shower.

"Whoa" he said to himself as he felt himself wobble slightly. Once he had gotten home and his adrenaline died down he found himself being extremely fatigued. He felt like he just run a 48hour marathon without a rest, "Must be from the separation" he said as he remembered how weak he felt right after the symbiote broke away from him. Peter dried himself off and wrapped a towel around his waist and then he went to the mirror, which was above the sink. He put both hands on the sides of the sink and he looked at himself in the mirror. As he made his way back to his home in Forrest hills his time under the symbiote's control came flooding back to him. He could remember every single thing he did while the symbiote was on him. He remembered what the symbiote had said to the Connors about Eddie, beating up Johnny, fighting the remaining Members of the Fantastic Four, he remember yelling at his Aunt May, and at Harry, and he remembered sleeping with Mary Jane, but the one thought that remained on his mind the most was what he did to Gwen and what she said about staying away from her. Peter knew that this time things have gotten too far out of hand. There was no way in hell she would even want to speak to him again let alone be his girlfriend unless he gave a damn good explanation.

"I think it's time to clean Parker" he said to himself in the mirror "It's the only way to get Gwen back…...but what about Aunt May, Harry, and MJ…..what am I going to tell them…also what am I going to do about the Fantastic Four…." He continued. Peter let out a sigh and turned away from the sink, and he went for the door. Just as he opened the door he saw his Aunt May standing there waiting for him, and she had a look on her face that showed that she was beyond pissed at him.

'_Uh Oh…_' he thought to himself as he looked at her

"Aun…." He started

"WHERE THE HELL HAVE YOU BEEN! AND WHO THE HELL DO YOU THINK YOU ARE! HUH!"

"Aunt May you have every right to be upset…."

"YOU'RE DAMN RIGHT I DO ….."

"I-I can explain…I-I….."

"WELL!"

"….I'm…..I'm Spider-Man" he said looking her in her eyes. Aunt May stared at her nephew and she balled up her fist.

"The Truth Peter" she replied angrily

"That is the truth….I'm Spider-man….I have been since you got shot…."

"GODDAMN IT PETER ENOUGH WITH THE LIES!" she shouted at him, "ARE YOU GETTING ENJOYMENT OUT OF THIS…..HUH DO YOU ENJOY PISSING ME OFF OR SEEING ME WORRY…WHAT THE HELL IS YOUR PROBLEM…"

"I-I…"

"YOU KNOW WHAT…..we'll finish this in the morning after I cool down….but know this Peter a punishment for you is coming….and it will be so severe that your grandchildren are going to fell it….now go to your room and go to bed and I want you to stay in your room until further notice do you understand me" she said angrily while pointing to his room. Peter hung his head slightly and began to walk to his room.

* * *

Peter entered his room and sat down on his bed, he then fell back and stared at his ceiling.

'_Well…that went as expected'_ he thought to himself putting his hands on his face, a few seconds passed and he took his hands off and just stared at the ceiling, pretty soon Peter felt his eyes began to close and he drifted off to sleep, exhausted from separating from the symbiote and from thinking about how he was going to get his life back on track.

* * *

**Elsewhere: Ferman and Birtch Law firm**

High above on the 50th floor of the law firm and in the sophisticated hub that was used by the new Kingpin to control her vast empire two people stood in front of a human sized cylinder container that was filled with blue liquid and they were staring at the figure inside. The first person was Vanessa Fisk the New Kingpin and the second was Alystair Smythe who had a bandage wrapped around his head. After the fight that broke out in the Research and Development center between the Hand and the Wild Pack, the lab there was destroyed, so they had to retreat to their back up lab which was the law firm. They were staring at the unconscious Mark Raxton who had undergone a severe change. During the fight Mark was accidentally coated with the experiment liquid alloy that Dr. Ohnn and Alystair had been working on. Once the boiling hot alloy touched Mark's skin it instantly seared into his skin changing his outer flesh from tan to silver metallic. Once Alystair was sure that the alloy had dried and was harmless he told Vanessa and she ordered her hand ninjas to take Mark's Body to their current location.

"His vitals" asked Vanessa looking at the container with a scowl on her face.

"Normal….complete integration of the alloy into his skin and into his nervous system"

"Any negative side effects you can foresee"

"According to all of the test that I've run so far….there is no indication that there will be any negative effects, everything is normal, he in perfect health"

"Smythe tell me again just what the hell was that metal alloy" she asked turning to him.

"That alloy was a special type of metal we were creating we were trying to combine the indestructible nature of Adamantium, but at the same time being able to generate heat"

"And now this boy is covered with this stuff…was it operational….." she asked

"….I don't know…..Ohnn and I were going to start focusing out attention on it once we finished the singularity" he replied looking down

"What happened to Dr. Ohnn"

"I don't know….he could've been vaporized, he could be floating around in infinite space, or…"

"Or what"

"Or could he could have been turned inside out, I don't know, there were aspects of the singularity that Johnothon and I never understood, the portion that you wanted us to focus on the transportation that was relatively simple, so as to what happened to him when he went through the portal…. your guess is as good as mine" said Alystair a little bit more forcefully than he intended, but he was upset over the loss of the closet thing he had to a….friend. Vanessa turned her gaze away from Alystair and she looked at the container again.

"When can we wake him up"

Alystair looked up at the container and then he wheeled himself closer to the control system. He glanced over the system

"Not right now"

"Why"

"Because…..his body is still trying to adjust to the changes"

"I thought you said everything was normal"

"Yes everything is normal but have you ever heard of a little something called hibernation…his body is a hibernation state and we don't want to risk waking him up when this change happened just a few hours ago…he needs to incubate for a while"

"For how long"

"Later tonight…..we can wake him up" said Alystair turning around to face her

"Fine" she said curtly turned and walking to her chair. She sat down in the chair and put her hands together in thought.

"Might I ask what you're thinking about?"

"Retaliation" she said without hesitation, "This attack can not go unanswered…..Sable must die…and she must die tonight" said Vanessa slamming her hand on the desk making it rattle slightly.

"And pray tell how do you plan on killing her tonight" asked Alystair wheeling over to her desk

"Simple" she replied smirking at him getting ready to tell him her plan, but unknown to her that her entire conversation had been heard by the small bug that was on her shoulder.

* * *

**Outside: Ferman and Birtch**

In a parked car in an alley across the street, Paladin sat in the driver's seat with his hand to his ear listening to Vanessa talking to Alystair.

"Well…..this isn't good" he said to himself leaning pack in his seat listening to Vanessa go over her plan.

* * *

**Manfredi Mansion**

"SON OF A BITCH!" shouted Sable kicking the double doors open and storming into her father's study, she was closely followed by her Wild Pack and they all looked like hell. They each were bleeding; covered in soot from all of the smoke from Bombshell's bombs and they all stunk of defeat a fact that drove Sable absolutely mad. This makes the second time her plans to kill Vanessa went south, the first time Bullseye got in the way and now this time Vanessa had her own ninja hit squad to protect her. The woman refused to die.

"FUCK!" yelled Sable raising her sword and bringing it down upon the wooden table and slicing it in half easily.

"M'Lady you must calm down" said Amy Chen trying to calm her boss down

"Yeah….ladies got a point" calm Crippler's response pulling a throwing star out of his back and tossing it on the ground, "Tactical retreat…..We'll get her next time" he said

"NEXT TIME, NEXT TIME, IT'S ALWAYS A FUCKING NEXT TIME WITH VANESSA…..I WANT THAT BITCH DEAD!"

"Where the hell did she get her own ninja from….and I didn't know ninjas were even real" came Bombshell's voice as she sat down on the ground in exhaustion

"Oh lady….there're real….They call themselves the Hand…and they are some the world's deadliest assassin's…the fact that we survived is a testament to our abilities" said Crippler pulling out a cigarette and lighting it to calm his nerves and ease the pain that that racked his body.

"Only one way Vanessa got the hand to be her personal bodyguards…..Money….." said Sable turning to the Wild Pack, "Money that was well spent…The Hand are a fierce bunch….I remember My Father once hired them for a job which they completed quickly and quietly…but the price that they charged him nearly bankrupted us….Vanessa's reach is vast….The Hand will be upon us soon….if we are going to strike at Vanessa we need to do it now"

"Uh Silver Sable I don't think any of us are in fight shape" said Bombshell "and I need to make more bombs"

Silver Sable looked at her team and she saw that Bombshell had a point, but Sable didn't care, all she care about was making sure Vanessa got what was coming to her, she was consumed by that thought, and her consumption overtook her rationale thought.

"Are you backing out Bombshell" asked Sable with a slight edge holding her sword out and at the blonde bomber.

"U-U-H no….I-I was just saying…."

"Saying what…that you're scared...I'm going to tell you this one time and one time only… fear has no place on this team" growled Sable bringing her sword close to Bombshells neck, "I don't care if you're missing an arm or a leg and I don't care if you're tired or if you're out of bombs the only thing I care about is killing that bitch and if you are not with me, then you are an enemy so….which is it" said Sable pushing the blade even closer to her neck.

"I-I'm…." started bombshell before a beeping sound interrupted her.

**BEEP! BEEP! BEEP!** Sable reached up to her ear and pressed the button on the communicator.

"What is it Paladin…..and where are you" she asked quickly

"Well Hello to you too Silver Sable…..it's nice to hear your voice"

"PALADIN!" she shouted annoyed at the sound of his voice.

"Alright look….after your retreat last night I decided to continue my reconnaissance on the New Kingpin….during the fighting I placed a tracker on her and I followed her back to a law firm in Manhattan"

"The point Paladin" Sable snapped

"The point is that Mrs. Kingpin is planning an attack on you as we speak" said Paladin

As the words left his mouth Sable straightened up and immediately became interested

"What have you learned so far?"

"Well she's not very happy that you won't let sleeping dogs lie and admit you've been defeated"

"I don't know the meaning of the word" replied Sable

"I bet…anyway she's planning on putting the word out….50 million to whoever brings you and the Wild Pack in Dead or Alive doesn't matter"

"So she's putting a hit out on us"

"Yeah but that's just a ruse…while everyone is searching for you, and I have no doubt that some will find you, that just to tire you out, she's gonna send the rest of her ninja squad out to kill you"

"Interesting plan….when is this attack going to take place"

"She's already put the word out…and she's gonna send her ninja's out to finish you guys off around 7:00 pm"

"Why so late"

"Because she wants her ninja's around to protect her from her new science project"

"Her what" asked Sable

"I'll explain later….right now you guys need to lay low for a while"

"Lay Low…..hell no…..this can work out to our advantage….while her ninja are out looking for us she won't expect us to be on the way to finish her off….where is this law firm"

"It's called the Ferman and Birtch Law firm in the upper part of Manhattan can't miss it…what do you want me to do till you guys get here" asked Paladin

"I hear you're good with a sniper"

"Babe I'm good with any weapon….I would like to show you just how good I am with my favorite weapon, I've been told that…."

"Shut up Paladin….I'm gonna let that disgusting comment slide, because of this good news you're bringing me, but make no mistake I will kill you the next time"

"Sure"

"I want you to set up somewhere close to the law firm…..and have our backs just in case Vanessa has some type of back up plan"

"Can do Silver Sable" said Paladin hanging up

Sable hung up as well and she turned to face Crippler, Bombshell, and Amy.

"I take it you got some good news from that Purple shoulder pad wearing bastard" said Crippler taking another drag of his cigarette

"I did…..and I have a plan on how we are going to kill the Kingpin"

"Well lady don't keep us in suspense"

"We're going to do it like this….."

* * *

**Midtown High 12:00 pm**

**RING! RING! RING! **Went the bell signifying the end of the class. The students as usual quickly filed out of their class and into the hallways of Midtown High.

Mary Jane Watson stepped out of her classroom and into the crowd of teens her age. Her eyes darted between each student hoping to God that she didn't see one student in particular. Mary Jane walked to her locker and put in her combination but just as she opened her locker someone closed her locker. Mary Jane turned to see it was her friend Liz Allen.

"Liz what the hell"

"Hey have you seen Peter" she asked quickly

"NO!" shouted Mary Jane shocking Liz slightly, "I mean no…I haven't seen him, and I certainly didn't see him last night….why do you ask….why are you looking for him"

"My brother didn't come home last night….and I think he's in trouble" said Liz leaning against the lockers

"Well your brother can take care of himself I'm sure he's fine"

"No…..I don't think so" replied Liz

"Why" asked Mary Jane opening her locker again and putting her books inside

"Well…..earlier today before I left for school there was a news report that said two young adults were found dead in a Parking garage in Battery Park"

"So…people get killed all the time in this city"

"No MJ…the two young adults that were killed were my brother's friends….he left with them last night to go steal something I tried to warn him not to go but he went anyway…..the idiot"

"Maybe he got away" said Mary Jane trying to comfort her friend

"Or Maybe he didn't" she replied. Mary Jane closed her locker and turned to fully face Liz.

"Did you go to the cops"

"No"

"Why do you think Peter would be able to help?"

"Because he takes photos of Spider-man….maybe he can get in contact with him or something…I don't know"

"I'm sorry Liz…I haven't seen him" she replied biting her lip slightly as she lied to her.

"Dammit…what about Harry….have you seen him"

"No, I haven't seen Harry in a couple of days….I wonder where he went" said Mary Jane as she started for the lunchroom with Liz right beside her.

* * *

**Limo**

Sitting in the back of a limo with the window rolled down Harry Osborn sat across the street from the police department. He sat there biting his nails trying to figure out what to do. The time limit that Hammerhead had given him to sign over Oscorp to Lincoln had run out and Harry had no doubt that he was probably looking for him at this moment, but Harry had no intentions of signing over his Father's company to anyone no matter how hard they tried to persuade him. So here he sat, down to his last option. Going to the police and hoping to God that he could talk to an honest cop. Harry rolled up his window and he opened the door. He wiped the sweat from his palms and started to walk across the street. Just as he got into the middle of the street a white limo came to a screeching halt in front of him. The door swung open and a hand shot out and grabbed him and yanked him inside. The door closed and the white limo sped off down the street.

* * *

**Inside the Limo**

Harry turned over on his side to see Hammerhead adjust his Italian blue and black pin stripe suit.

"Kid, you don't listen do you" he said looking down at him, with a smirk on his face, "What did I tell you…don't go to the police"

"…" Harry didn't reply he just stared up at him.

"But that's okay…do ya know why….because I knew you were going to go to the police, do you know how I knew that"

"…How"

"Because I've been doing this job for years…and I know when someone is gonna go to the police…"

"…Where are you taking me"

"Relax….you'll see when we get there" replied Hammerhead

* * *

**Williamsburg Bridge**

"OH MY GOD!" shouted Harry as he was dangled upside down over the Williamsburg Bridge. He looked down and he saw the long fall and the murky water below, "PULL ME BACK UP!" he yelled at Hammerhead who had both of his feet in his hands.

"Sign the company over to Lincoln" he replied

"I-I CAN'T I-IT'S MY FATHER'S….. I CAN"T" Harry yelled back

"Your pops is in Jail, he ain't callin the shots anymore you are, so what's excuse number 2"

"I-I…CAN'T DO IT!"

"Yes you can"

Harry glanced up at him and then he looked at the water below

"okay" he said

"What was that kid I couldn't hear ya" Hammerhead taunted

"I SAID OKAY!"

Hammerhead chuckled to himself and then pulled Harry up and dropped him on the ground. Harry immediately scooted back from the edge and away from Hammerhead.

"Now ya see kid was that so hard"

Harry balled up his fight and looked up at Hammerhead

"Listen kid I expect a contract in my hand signed by you saying you are turning over Oscorp to L. Thompson Lincoln by tomorrow….you got me" he said looking down at the half frightened and half angry Harry Osborn.

"…"

"DO YOU GOT ME!"

"yeah" he answered in a low voice.

"Good" replied Hammerhead straightening his suit, "Pleasure doing business with ya Osborn" he continued as he turned and began to walk towards the steps that led down to the street below. Harry continued to glare at his retreating form. Once Hammerhead left Harry shakily stood to his feet, he while still trembling slightly reached into his pocket and pulled out his cell phone. He dialed several numbers and he waited for the other person to pick up the phone

"Hello" came the voice on the other end

"Dr. Stevens I need you to come and pick me up"

* * *

**Midtown High: 3:10 pm**

**RING! RING! **Went the final bell of the day. Teens rushed out of the school and towards their buses or awaiting parents. Among the mass of students were: Gwen Stacy and Liz Allen. They had walked outside of the school and they were patiently awaiting the arrival of Mary Jane who had mysteriously vanished once school was over.

"Where is she" said Liz checking her watch again, "I mean she was right behind me"

"I don't know Liz but I gotta go" replied Gwen attempting to walk away

"Whoa, where are you going in such a hurry" asked Liz

"I gotta get to the Baxter Building on time the same place I always go after school…by Liz"

"Wait Gwen have you seen Peter I gotta talk to him"

Gwen looked at Liz and then she averted her eyes and looked at the ground

"No….I haven't seen him" she replied, "Not even sure I want to" she added under her breathe.

"What"

"I said why are you looking for him anyway"

"I need a favor" she replied

"Well good luck in finding him…..I gotta go" she said turning away from Liz and walking away.

* * *

Peeking around the corner Mary Jane watched as Gwen turned away from Liz and walked away. Mary Jane let out a sigh as she leaned against the wall. Running into Gwen was also on her list of things not to do today.

'_Great job Watson….sleep with your best friends boyfriend….this is not going to end well I can feel it'_ she thought to herself as she walked down the steps and towards Liz.

"Hey" she called out

"MJ…where have you been"

"Ladies room"

"Oh, well Gwen and I were waiting for you…..but she had to leave"

"That's alright….I'll talk to her later" replied Mary Jane walking past Liz

"Talk to her later"

"Yeah that's what I just said"

"Uh….are you okay….you've been acting strange all day…..and it's not just you…its Gwen too and not to mention Peter and Harry are MIA, so what the hell is going on"

"Nothing…I promise, now come on I've got to get to my acting class" said MJ quickly while increasing her pace.

"Whatever" replied Liz at her and trying to figure out what was happening to her circle of friends.

* * *

**Later that Day: Baxter Building: 6:15 pm**

"And with that, we'll end our discussion here my dear students" said Reed to the gathered students, " I hope you all enjoyed today's lecture and demonstration and I hoped that you took good notes because next time each of you will have to recreate the experiment, I hope you all get home safely"

"Good bye Dr. Richards" said the students as they all began to file out of the lab

"Excuse me Miss Stacy" Reed called out stretching over to her before she was able to leave.

"Uh…..Yes Dr. Richards"

"Johnny is awake and he was…. asking about you, he's in the infirmary, down the hall and to the right" he said

"Thanks Dr. Richards I'll….go and see him before I leave" she replied walking through the lab doors.

* * *

Gwen walked down the hall until she came to a door that said: Infirmary. She stood outside of the door for a second and she took a deep breathe and then she walked forwards the door swished open letting her walk inside.

* * *

As soon as she walked in the first thing she saw was Johnny sitting up in his bed watching replay video footage of the fight between Reed, Ben and Sue against Spider-man. He had a black eye, a bruise on his left cheek, and a busted lip.

"OH COME ON!" he shouted while throwing his hands up "Wait till I get my hands on that web spinning…"

"AHEM!" went Gwen clearing her throat

Johnny turned and saw Gwen standing there with a smile on her face.

"GWEN!" he shouted right before he paused the video and fell back on his bed, "I mean…Gwen is that you…I'm in so much pain I can't see that well" he said in a fake weak tone.

"It's nice to see your sense of humor is still in tact Johnny" she said walking over to him, "So how are you feeling"

"Ahhhh, I'm fine, you can't keep a good hero down" he said sitting up in his bed again, "Actually to tell you the truth, I'm starving this healthy crap Sue keeps feeding me is not gonna cut it…I need food real food" he continued while pointing at his tray of healthy food next to him.

"You should really listen to her Johnny she just wants you get well"

"Give me a cheeseburger and I'll feel like a million bucks"

Gwen rolled her eyes at his comment.

"So…uh…..not that I'm complaining or anything, what are you doing here"

"Uh…Dr. Richards told me that you wanted to see me"

"He did"

"Yeah…you mean you didn't want to see me" she said.

"Uh NO...I mean yes….wait no I mean Yes I did want to see you…you know what it doesn't matter you're here now right, so…enough about me what's been happening with you, you um…..talk to that Parker guy"

"No" she replied letting out a sigh "No I haven't but I don't want to talk about that either"

"You're right, so let's not…..let's" he started before Gwen's phone started to ring

**RING! RING! RING! **She grabbed her phone out of her pocket and answered it.

"Yeah….Hi daddy. Yes I'm on the way home now. You're working late again…..alright…..okay….bye" she said hanging up the phone and looking at Johnny.

"So you got the whole house to yourself do you" he said with a grin and raised eyebrows

"Yes I do and it's gonna stay that way" she replied

"Of course, I was just…"

"Yeah whatever…look I gotta go okay, I'm glad that you're feeling better" she said turning around and heading for the door.

"Thanks" he said quickly throwing the covers off of himself and getting out of the bed and following behind her. Gwen stopped when she got to the door and she turned around to face him, she looked at his bruises and she let out a sigh. She quickly leaned forward and kissed him on the cheek.

"Bye Johnny" she said leaving through the door. Johnny stood there for a second rubbing his cheek with wide eyes. He went to the door and watched her walk down the hall and out of sight

"Bye…Gwen" he said softly still rubbing his cheek. Johnny took a deep breathe and a big smile formed on his face. He then went back into the infirmary, but just as neared his bed he heard the sound of someone collapsing on his bed. He stopped dead in his tracks when he saw an imprint on his bed and he instantly knew who was sitting there.

"How long have you been in here" he asked. Suddenly Sue Strom turned visible and a giant smile was on her face.

"Long enough baby brother. Long….enough. Oh…is that you I can't see too well" she mocked.

"Sue I swear to God" he said closing his eyes knowing what she was about to say

"JOHNNY'S GOT A CRUSH! JOHNNY'S GOT A CRUSH!" she laughed at him.

"Shut up" he said folding his arms and glaring at her.

"Aww what's wrong baby Brother huh" she replied standing up and walking over to him and grabbing the sides of his face, "You don't like your sister talking about you're little crush"

"Stop that" he said swatting her hands away and going to his bed, "What have you told me about eavesdropping"

"I told you don't do it"

"Well follow your own advice hypocrite" he said sitting down on his bed

"Well you know I was about to and then I saw you get all flustered when that girl showed up and I just couldn't help myself"

"Whatever"

"So Johnny go on tell me all about her" she said forming an invisible hovering shield and sitting down on it, "I'm all ears"

"I'd really rather not"

"Come on, this is what siblings do. Come on tell your big sister everything"

"Fine if it will get you off of my back. Her name is Gwen Stacy, she's in Reeds smart people class, and I kinda like her a lot"

"That's pretty obvious you keep mumbling her name in your sleep" said Sue with a smile

"WHAT!" he shouted turning to her

"Yeah Reed came in here earlier and he heard you mumbling her name in your sleep, before he woke you up"

"Great" he said rubbing his face

"So does she have a boyfriend?"

"Yes…I mean no. I don't know…she has this guy she's been seeing his name is Peter Parker but I met the guy and he's a total head case, but she's still holding a torch for him…hey did I just make a pun"

"Yeah you kinda did" Sue smirked

"Ba….zing" he said sarcastically

"Would you like some sisterly advice?"

"No" said Johnny.

"Okay" replied Sue getting off of the invisible shield and heading for the door.

"Wait!" Johnny called out making her stop and secretly smile to herself, because she knew he wanted her advice.

"Yes" said Sue turning to face him.

"This sisterly advice….not that I'm asking for it, but ya know…..would it be on how to get her to be my girlfriend" he asked

"It could be"

"Okay….fine….lay it on me"

"Keep being the friendly ear. It's obvious that the two of you like each other I mean she did come to see you and she did kiss you on the cheek, if she didn't care about you then she wouldn't have done that. Also, turn down the flirty ness its borderline sleaziness, I'm not saying turn it off just turn it down a notch, she knows that you like her, it's only amount of time before she realizes that she likes you and when she does she'll come to you. Just have patience little brother good things come to those who wait" said Sue with a smile

"Thanks" replied Johnny returning her smile

"Glad I could help baby brother, now I'm going to make you some dinner I'll be back" she said as she turned and was about to walk out of the door

"Wait Sue….." shouted Johnny stopping her.

"Yeah I know…you want a cheeseburger right" she said

"Yeah with everything but pickles"

"Sure" Sue replied leaving the infirmary and leaving Johnny by himself. He leaned back in his bed and he let out a sigh. He then looked at the paused video footage of Spider-man fighting his family.

"Payback is a bitch Spider-man…just you wait" he said pressing the play button the remote and continuing to watch the video.

* * *

**Across Town: Parker Residence 6:30pm **

"Ugh…..oh my…..God" Peter groaned to himself as he opened his eyes to the dark room. He tried to roll over but his whole body feel stiff and weak, "Oh man….I haven't felt this bad…in….in….actually I don't think I ever felt this bad" he continued to groan as he pushed himself up off of his bed. He rubbed the back of his neck and then he looked at his alarm clock.

"6:30…..I slept all day" he said softly as he stood up and stretched his tired and aching muscles. Once he did that he went to the light switch in his room. Peter reached up and flicked the light on. He then turned around and he recoiled slightly because standing there by the window was Daredevil, with his red billy club in his hands

"Jesus Matt….I mean DD, you scared the crap out of me" said Peter

Daredevil didn't say anything; he just stood there studying Peter.

"Why are you here" Peter asked.

"Have you seen the news lately" Daredevil stated

Peter scrunched up his eyes at his comment and then his instincts kicked in and he studied Daredevil. He saw that while it looked like he was relaxed Daredevil was poised to switch to a ready stance at a moments notice. He also saw the way he was gripping the billy club. A second passed before either of them said anything.

"You think I've gone rogue" Peter replied looking at his mentor/friend.

"Have you, because I would hate to have to take down my own creation"

"Your creation" he repeated

"I did teach you everything you know, so imagine my shock when I hear about someone using my techniques to injure innocents"

"It wasn't like that…and I would think that you would give me the benefit of the doubt seeing as how you know I wouldn't do something like that"

"So that wasn't you beating up the mayor, or the Fantastic Four"

"It was but it wasn't me"

"Explain"

"I will when you calm down…and trust me" said Peter looking at him. Daredevil didn't lower his guard or relax; he continued to stand there with his head tilted.

"Wow Matt…..I thought we trusted each other completely by now. You know me, you know why I'm Spider-Man, with great power comes a great responsibility, and wouldn't it be highly irresponsible of me to go against that, to go against everything I stand for… to go against everything you taught me….does that sound like me, does that sound like something I would willingly do"

"It would be highly irresponsible…..but not uncommon"

"You know you have some major trust issues"

"Probably why I've stayed alive as long as I have"

"Matt….remember what you taught me…about going with your gut…..what is your gut telling you right now"

Daredevil titled his head slightly listen to Peter's heart and he didn't hear any type of irregularity, also Peter's comment struck a cord with him. One of the many things that Stick had taught him was that sometimes you have to take your mind out of the equation and you have to go with your gut. At this moment Daredevil's gut was telling him to relax, so he slowly lowered his club and put it back into its holster and he folded his arms over his chest.

"You're right Peter. I do know you and my gut is telling me you haven't gone rouge. So explain to me what the hell is going on" said Daredevil walking forward. Peter let out a sigh of relief and then leaned against his door.

"Do you remember when I stopped that Shuttle from destroying Manhattan?"

"Yeah….good work by the way"

"Thanks, well when the shuttle landed I came into contact with an alien symbiote"

"Alien symbiote"

"Yes, alien symbiote, it was a black ooze from outer space and it wrapped around my body. The alien augmented all of my powers by a factor of 2, but also it was taking over my mind. It was trying to assimilate me, bond with me so completely that it was in control. What you heard about the Mayor and the Fantastic Four that was a result of the symbiote forcibly taking over my body and doing what it thought was right"

"Is it still on you now?" asked Daredevil

"No…..I was able to get rid of it yesterday night before it was able to bonded with me permanently"

Daredevil listened to Peter's heartbeat during the whole story and he found that Peter was telling the truth. Peter glanced at him and saw the head tilt

"What don't believe me?"

"No I believe you…it's just Aliens"

"DD no offense but you are a blind mind that can see sound waves and I can stick to walls….how hard is it to believe in aliens"

"Point taken. So where is the symbiote now?"

"At the bell tower in the church on 14th street Manhattan. Which reminds me I have to go back and get it"

"You left it there"

"It was dead and plus at the time I didn't exactly have anywhere to put it"

"Well then get dressed, I want to see this thing and then we're gonna have to get rid of it"

"Alright. Oh Dammit"

"What"

"My costume is in the attic and my…"

"If you're worried about your Aunt she's downstairs talking to a woman named Anna about you"

"Really what are they saying..."

Daredevil tilted his head

"Maybe its better that she tells you" replied Daredevil

Peter turned around and went to his door and opened it, he snuck out of his room with Daredevil following behind him and they went towards the attic. Peter opened the attic door and closed and locked it once Daredevil was through.

* * *

**Downstairs**

"I swear Anna I really don't know what to do with him, he's a good kid but lately he's…..he's been acting out"

"He's a teen May it's what's they do"

"You don't have to tell me that Anna I know how teens think I used to be one, but this….this is different something doesn't feel right and he won't talk to me. This is one of those times I wish Ben was still here with me, he could probably get through to Peter"

"I'm sure he could May, Ben was a person that was easy to talk to"

"Don't I know it. One of the things that drove me to him, but…..he's not"

Anna looked at her good friend and an idea popped into her mind. Ann reached into her purse and started to rummage around for a second. She then pulled out a card and handed it to May.

"What's this Anna?"

"The solution to your problem with Peter" she replied with a smile.

* * *

**Manfredi Mansion **

"WAIT PLEASE NO! ACK!" went the man before a sword was plunged through his chest. Sable removed her sword and flicked it tossing the blood off of the blade.

"Well that's the last of them" replied Crippler kicking the dead body. All day, thugs of all kind had been trying to ambush Sable and the Wild Pack at her house and all day she and the Wild Pack had been killing each intruder with out mercy or remorse. They had just killed the last guy in the last group.

"What time is it" she asked

"6:45pm M'Lady" replied Amy coming to stand next to her.

"Bombshell you ready"

"Yes Silver Sable…the helicopter is filled to the brim with explosives….you had a very good selection in your armory"

"Good let's roll out….Time for round 2" she said with an edge in her voice as she and her Wild Pack headed towards the private helicopter.

* * *

**Ferman and Birtch Law Firm **

"Alright Smythe wake him up" said Vanessa Fisk standing in front of the tank that had Mark Raxton inside.

Alystair wheeled himself over to her

"I don't think that is such a good idea"

"And why not" she asked turning to him

"Because, I've been so focused on the physical and the Biology that I never stopped to think about the psychological aspects"

"What psychological Aspects"

"Vanessa this boy experienced a type of pain that I can only imagine…..how he reacts when he wakes up…..well that could be anyone's guess"

"Wake him up Smythe I'm confident that if anything happens you'll be able to react in time to stop it"

"I thought that's why you had ninjas"

"They'll do their part as well. Now wake him up" she said

"Fine" he said as he wheeled over to the control panel.

* * *

**Across the Street**

Paladin laid on his stomach looking through the sniper scope. He could see into the lab on the 50th floor thanks to his special lens in the sniper. He trained the target on Vanessa Fisk's head. He slowly put his finger on the trigger of the sniper.

'_It would be so easy…but then again, if I kill her, I won't be able to win any points with Sable….dammit…why did she have to be so beautiful_' thought Paladin as he took his finger off of the trigger.

**DEET DEET** went his communicator. He reached up to his ear and he pressed the button

"Yes"

"What floor is she on" asked Sable

"On the top of course…..wait where are you guys"

"Look up" she replied before hanging up.

Paladin looked up in the sky to see a helicopter fly over his head

"NO NO SABLE YOU'RE EARLY THE NINJA'S AREN'T GONE YET!" he shouted. Paladin saw the side of the helicopter slide open and Bombshell lean out of the side and she had bazooka on her shoulder.

* * *

**Bell Tower**

Spider-man and Daredevil landed at the same time on the Balcony of the Church that led into the Bell Tower. Spider-man cautiously stepped forward.

"Do you sense anything" asked Daredevil

"No….but just to be on the safe side" he started before he held up his hand and shot several thick web balls at the bell causing it to move.

**GONG! GONG! **

"ARGH!" grunted Daredevil covering his ears at the sound

"DD!" shouted Spider-man turning to him. He quickly ran towards the Bell and stopped it from swinging and ringing.

"What the Hell did you do that for kid?"

"Sorry, that's how I got the alien off of me…the sound from this bell caused it a severe amount of pain to the point where it had to get off of me to escape the sound"

"Do you see it?"

Spider-man looked around the ground for any sign of the symbiote and he began to feel a small tendril of fear and panic when he didn't see a pool of ooze like he did yesterday.

"Kid do you see it"

"NO!" he shouted back at him, "No I don't see it…but it was right here….i-it was dead, it stopped moving….."

"Just because it stopped moving doesn't mean it was dead…..dammit. SO that means…" Daredevil started before Spider-man interrupted him

"IT means there's an Alien Parasite out there somewhere, trying to take over someone else and destroy the world and it's all my fault…" he said forcibly while walking to a wall and punching it and leaving a huge dent in the wall.

"Calm down"

"CALM DOWN! HOW CAN I…"

**KABOOOOOOOOOOM! **Went the sound of a large explosion. Spider-man and Daredevil both rushed to the Balcony and they looked out across the city and they saw that few blocks away the top floor of a building just got blown up. They then saw another rocket shoot out of the helicopter that was hovering a few feet away into the building.

**BOOOOOOM!**

"What the hell is going on over there?"

"Don't know….let's get to work kid. We'll deal with this later alright" said Daredevil seriously before jumping over the side.

"Yeah" replied Spider-man as he looked around the Bell Tower again, "Dammit" he said to himself as he too jumped off the edge of the balcony.

* * *

**Ferman and Birtch**

"Ugh…God" groaned Vanessa as she pushed some metal debris off of her body. She then grabbed her ears trying to stop the loud ringing. She cracked open her eyes and she looked around. The big windows were blown out letting in the cold air breeze from outside flood the Control Center.

"S-mythe….." she weakly called out, searching for him.

"FISK!" shouted a voice. Vanessa turned her head to the right and saw a helicopter hovering outside. The helicopter turned to the side, and Silver Sable came flying out. Sable landed expertly on the ground and she had her sword out. Sable saw Vanessa sitting on the ground still dazed from the rockets. Sable growled and then took a running start towards her prey.

"DIE!" she screamed, but right before she could skewer Vanessa, her strike was blocked by two hand ninjas, but right as they blocked the strike they both fell down to the ground dead. Sable and Vanessa looked at them as they dropped and they both had two bullet holes in their heads. The two hand ninjas then dispersed into green mist.

'_Paladin'_ thought Sable with a smirk. She then turned her eyes to Vanessa who looked back at her. Sable kicked her in the face making her fall down to the ground. Sable then stood over her and raised her sword

"This is for my Father you Bitch"

"YOU THINK I'M AFRAID! YOU THINK I'M AFRAID OF YOU GIRL!" shouted Vanessa defiantly refusing to accept defeat.

"I know you are" replied Sable getting ready to plunge the sword into the heart of her most hated enemy.

* * *

"I'll handle the shooter on the roof and the helicopter….you handle what's going on inside" said Daredevil as he landed on a roof. Spider-man nodded his head and swung towards the giant opening

* * *

**Roof**

**THUD! **

Paladin turned around and saw a man in a red clad costume running towards him.

"OH SH….." he started while trying to pull out a gun to shoot his opponent, but the man pulled out a red club and tossed it. The gun was knocked out of Paladin's hand. Paladin quickly stood up and he stood up just in time to block a punch that was aimed for his face. Paladin threw a hook punch, but Daredevil easily dodged the strike and returned with a hard knee to the stomach. Paladin fell to his knees but he wasn't out. He pulled out a knife and wildly swung it, but Daredevil again easily stepped out of the way and then kicked Paladin in the face making him fall on his back. Daredevil stepped on his hand making him release the blade.

"ARGH!" he groaned out

"WHO ARE YOU!"

"SCREW YOU!" shouted Paladin in response. Daredevil was about to respond when he heard something strange

* * *

**Ferman and Birtch**

"Goodbye Vanessa" said Sable, but right before she could stab her a web line connected to her sword and it was pulled from her grasp. She looked around in shock and turned to see Spider-man toss her sword to the ground.

"GIVE THAT BACK TO ME!" she growled in anger

"Sure once I see a permit" he quipped

Sable growled again and took a step forward, but she had to stop when she saw a flash of red movement out the corner of her eye. Sable quickly ducked the sword strike from the hand ninja, she grabbed him and using her hip she flipped him on his back. She then punched him in the throat making him disperse into green mist and then she grabbed his sword.

"What the hell" said Spider-man as he saw the area begin to fill with red clad ninjas all with their swords at the ready.

"KILL HER!" shouted Vanessa pointing at Sable, causing the ninja to charge forward.

* * *

**Helicopter **

"SABLE IS IN TROUBLE THOSE DAMN HAND NINJAS AREN'T GONE!" shouted Bombshell

"WELL GO HELP HER!" The Crippler shouted back from in the pilot's seat.

"YES WE MUST HELP HER COME BOMBSHELL" said Amy as she took a short running start and then jumped towards the opening.

"Hey Blondie when you get in there tell them to get down I'm gonna shoot another rocket in there"

Bombshell nodded her head and took a running start and jumped out of the helicopter as well landing roughly in the control center.

* * *

**Roof**

"_Sable is in trouble those damn Hand Ninjas aren't gone" _

"The Hand" Daredevil whispered as he heard what Bombshell had said, "Spider-man"

Daredevil punched Paladin in the face knocking him out. He then took a running start and jumped off of the building. He twisted his club to the left making it disconnect so there was a thick wire in the middle. He then tossed one of the club ends at the Helicopter and it wrapped around the landing skids.

* * *

**Helicopter**

"WHAT THE HELL!' shouted Crippler as he glanced out of the helicopter and saw someone hanging from the bottom. He jilted the controls and made the helicopter twist in the air, but Daredevil pulled himself up along the wire.

Daredevil pulled himself into the helicopter.

"HEY YOU FREAK NO FREE RIDES!" shouted Crippler pulling out a pistol, cocking it and shooting at the horned hero. DD turned his head to the sound of pistol being cocked and he reacted. He twisted out of the way but his arm was grazed by a bullet. Daredevil tossed the end of his club at Crippler's mouth knocking out a few teeth. DD then rushed towards him and punched him in the mouth. Crippler let go of the controls of the Helicopter. He growled to himself and then head butted Daredevil to stumbled to the side slightly. As the two were struggling with each other the Helicopter was spinning wildly in the air.

* * *

**Ferman and Birtch**

"HOLY!" shouted Spider-man dodging a sword from the hand ninja. He elbowed the ninja in his head and then quickly turned and kicked him in the stomach, but once he did that another hand ninja took his place. Spider-Man jumped in the air and shot two web lines that connected to the back of two ninjas and he pulled and slammed them into a charging group.

"Who the hell are these guys" he asked to no one in particular blocking a punch and delivering a vicious right cross.

"They are the hand you idiot…Assassin's that work for Vanessa Fisk" growled Sable from behind him. Spider-man turned in time to receive a back fist to the face. Taking the blow Spider-man quickly squatted down and swept her feet from under her making her fall to the ground.

"Fisk…..as in Wilson Fisk…..Kingpin's wife…I forgot about her" said Spider-man

"Some hero you are" snapped Sable springing to her feet, "I was seconds away from delivering the final blow….if you would've let me kill her the ninjas would be gone…they don't work for free" said Sable taking a swipe at him with her sword. He jumped out o the way, but she pivoted and kicked an approaching hand ninja in the face.

"Delivering the final blow….you mean kill her" responded Spider-man ducking under a strike and tossing the hand ninja over his shoulder, "That is something I can't let you do, if Vanessa is trying to be the New Kingpin she should be put in jail…just like her husband"

"OH GET OFF OF YOUR HIGH HORSE YOU IDIOT…..you really think jail is going to hold someone like Vanessa….or Wilson for that matter….they own every jail in America nothing is out of reach for them…..THEY DESERVE TO DIE ESPECIALLY HER SHE KILLED MY FATHER!" shouted Sable slicing a hand ninja across the chest

"Who was your Father?"

"Silvermane"

"You mean that old guy…in the robot suit…..wait. I remember you now. You were with the Shocker" said Spider-man as the memory came back to him.

"That's right….how did you know that"

"How do you think you got to the hospital that night….Bullseye almost killed the both of you and if I hadn't shown up you would be dead"

"Do you want a thank you"

"No I want you to stop this….I'll take her down" said Spider-man

"No I'm the only one that's gonna take her down. Tonight Spider-man either she dies or I do" said Sable with finality.

* * *

"Ugggh….argh…" groaned Alystair Smythe as he opened his eyes, "I'm…getting real tired….of this" he said to himself as he pushed the debris off. He looked around and he saw the hand ninja fighting Spider-man, Silver Sable and her friends. He glanced to the right and he saw Vanessa leaning against the cracked tank that had the unconscious Mark Raxton inside.

"Vanessa" he called out. She turned to the sound of her name and she saw him. Alystair dragged himself across the ground towards her, "Congratulations…..we've got another fight on our hands" he said to her.

"Shut up Smythe" she growled back at him.

"NO! I won't…..THIS IS THE SECOND TIME THIS SHIT HAS HAPPPENED….WHEN YOUR HUSBAND WAS IN CHARGE HE NEVER LET THIS TYPE OF THING HAPPEN!" he shouted back at her, "FACE IT YOU HAVE HIS NAME BUT YOU DON"T HAVE HIS IRON WILL!"

Vanessa looked at him as he made the statement and every word cut into her deeper than she would ever care to admit. She averted her eyes away from him and she looked at the chaos in front of her.

"UGH!" came a pained groaned. Vanessa and Alystair turned their eyes to the tank behind them. They saw that Mark was beginning to wake up.

"Uh Oh" said Alystair

* * *

"You do realize that I can't let you kill her….uh….."

"My Name is Silver Sable Spider-man and I wasn't asking for your permission I was telling you how…."

"**AHHHHHHHHHHHHHHHHHHHHHHHH!"** a pain yell echoed through the area. Spider-man and Sable turned to the sound and they saw a guy with shiny silver skin stumble out of a tank and fall to the ground and he was still yelling.

"**ARGHHHHHHHHHHH!"** he continued to yell in pain.

"Who the hell is…" started Sable, before she saw several Hand ninja charge at the newcomer and tried to slice him in half.

Mark looked up and closed his eyes as they tried to slice him, but as their weapons hit him they snapped in half. Mark opened his eyes to see them standing there with surprised looks on their faces. Mark began to breathe heavily and that's when it happened.

"**AHHHHHHHHHHHHHHHHH**!" he yelled again as his silver skin began to turn to a brilliant golden color. Mark continued to yell as the temperature began to rise in the area.

"I-Is…..is it getting hot in here" asked Bombshell who was standing next to Amy.

Scorching hot fire began to erupt from Mark's body spewing everywhere

"HAND GET US OUT OF HERE!" shouted Vanessa in fright. Two hand ninja appeared before her, one grabbed her and the other grabbed Alystair and they vanished.

* * *

**"AHHHHHHHH AHHHHHH YAHHHHHHHHH**!" shouted Mark in pain as more and more fire erupted from his body.

'_SPIDER SENSE!'_ Thought Spider-man in a hurry.

"OH SHIT HE GONNA BLOW!" shouted Sable running towards the blown out windows, she was closely followed by Spider-man, Amy, and Bombshell. The four jumped out of the window just as the whole top portion of the Ferman and Birtch law firm exploded in flames.

* * *

Inside the blazing inferno Mark Raxton sat in the middle unaffected. He looked around in fright and saw nothing but flames. He shakily stood to his feet and tried to walk forward, but as he took a step the metal floor gave way and he fell through.

Mark fell through every floor of the Ferman and Birch law Firm, setting every floor on fire.

"OOMPH!" went Mark as he hit the lobby floor. He pushed himself to his knees and he looked around. People were screaming and running out of the building in fright of seeing him on fire. He looked up and he saw the hole that he created and the fire that was beginning to spread. He stood to his feet and he glanced to the right. He took a running start and he barreled through the glass and into the street.

**WHOOOO WHOOO WHOOOO **went the police sirens

Mark heard the police sirens nearing the scene, so that's when he started to run. He didn't care what direction he was running he just knew that he had to get away.

* * *

Falling through the air Spider-man reacted on instinct, he shot three web strands that connected Amy, Bombshell, and Silver Sable. He then shot another web at a nearby building and he swung all of them over where they all landed roughly on the ground.

'_Damn….not my best landing…but my body is still taxed from being separated from the symbiote'_ he thought as he pushed himself to his feet, '_SPIDER SENSE' _

Spider-man backflipped and avoided his legs being chopped off by Sable, who was glaring daggers at him climbing to her feet.

"YOU! YOU! MORON THIS IS ALL YOUR FAULT TO BEGIN WITH!" she shouted beyond angry that yet again Vanessa escaped certain death.

"Me" said Spider-man, "Lady I think you need to take a step back and blame the person whose really responsible"

"IF YOU WOULD'VE JUST LET SCHULTZ BLOW UP THAT DAMN BANK MY FATHER WOULD STILL BE HERE!"

"He was trying to hurt innocent people"

"NO ONE IS INNOCENT!" shouted Sable. As she was facing off with Spider-man, Amy Chen and Bombshell took the time to stand up and stand behind Sable.

**WHOOOP WHOOP WHOOOP!** Went the sound of a Helicopter flying into view. The helicopter gently landed on the open roof area a few feet away from them and the engines cut off. The side of the helicopter opened and a bruised and unconscious Crippler fell out and onto the concrete roof. After he fell out Daredevil stepped off of the Helicopter.

"I hope I'm not late"

"Actually DD you're just in time" replied Spider-Man putting up his fist. Sable gave a battle cry before she charged at him.

* * *

Amy and Bombshell both turned and rushed at Daredevil who calmly stood his ground. Amy neared him first and threw out a punch; DD diverted the punch and then ducked under Amy's spinning back fist. Daredevil kicked her in the stomach as she turned and sidestepped a strike from Bombshell. Bombshell tried a sweep but Daredevil lift up his foot and dodged the attack. Amy jumped in the air and did a flying kick, but Daredevil rolled to the side avoiding the kick. Daredevil then pulled out his club and he gave it a quick turn and the club separated into two escrima sticks. Bombshell threw a punch, but immediately regretted it because Daredevil blocked her punch with one of the sticks and then hit her in the mouth hard with the other knocking her down to the ground unconscious.

Amy spit on the ground and then put her fist. She rushed in with a kick, that DD dodged he tried to hit her in the head but she ducked and responded with a powerful punch to his stomach, she then brought her head up and hit him in the chin. DD took the blows and spun around and tried to strike her again with one of his sticks but she blocked the strike and knocked it out of his hand and then kicked him in the chest knocking him back a few steps.

"You're good" replied Daredevil spitting out some blood, he then dropped the last escrima stick in hand to the ground, "I see you're trained to fight against someone with weapons, so I guess I'll do this old school" he said putting up his fists. Daredevil jumped towards her with a kick that she dodged. Amy threw out a punch at DD's exposed back but he smirked and twisted his body so that her punch went under his arm where he quickly locked his arm on his side trapping her. He grabbed her trapped arm and pulled her in for an elbow to the face. Daredevil elbowed her twice before turning and punching her in the face making her stumble back; he then squatted down and swept her feet sending her crashing to the ground. Daredevil stood up and walked to her; he tilted his head and heard her heartbeat slow down to a pace that indicated that she was unconscious. Daredevil then lifted his head to the sound of fighting that was coming from his apprentice of sorts: Spider-man.

* * *

"HA!" shouted Sable as she tried to slice her agile foe in half, but yet again he smoothly moved out of the way avoiding her strike, "HOLD STILL YOU FREAK!" she growled

"That's a firm no" replied Spider-man ducking under her sword strike and then kicking her in the stomach. Sable took the blow and she spun around trying to slice him again, but he jumped. In mid air Spider-man shot a web line, but this time Sable saw it coming and she rolled to the side and threw her sword. Spider-man landed on the ground and twisted just in time to avoided the flying sword but it grazed his leg.

"AH!" he yelled out. Sable ran towards him and threw a palm strike at his nose trying to break it, but he leaned back. In a show of agility Spider-man while leaning back put both hands on the ground and then twisted his body and brought his legs around and swept Sable off of her feet and then he sprung away. Sable laid on the ground for a second catching her breathe. She was exhausted, but there was no way that she was going to quit. She turned over to her side and glared at Spider-man through her disheveled and sweaty silver hair, she began to fight her way to her feet.

"DAMN YOU!" she growled out in anger.

"It's Over Sable" came Daredevil's voice as he brought over the unconscious members of her Wild Pack.

"Surrender" Spider-man added

"SHUT UP YOU COSTUME BASTARDS NOTHING IS OVER UNTIL I SAY IT'S OVER!" she yelled. Sable enraged charged at Spider-man. Spider-man waited until she got close and he jumped and turned with a spin kick and kicked her in the face sending her flying back and tumbling across the ground roughly.

Spider-man landed on the ground in a crouch and waited for her to get back up, but she laid on the ground unmoving.

"Is it over" he asked out loud

Daredevil tilted his head and listened.

"Yeah…..it's over she's out cold. Good work Spider-man"

"You too" he responded nodding his head at the unconscious Wild Pack

* * *

**Down Below**

Lieutenant Lee and Captain Stacy got out of their cars and looked at the Burning Law firm in front of them.

"Jesus" Captain Stacy said. He saw that the fire department was out there trying to douse the flames. The Captain and the Lieutenant made their way over to the Fire Chief.

"Hey Lenny, did everyone get out" shouted out Captain Stacy

"Yeah George everyone got out…but damn I've never seen anything like this to cause flames to spread this fast"

"Just what the hell happened" asked Lieutenant Lee looking up.

"What usually happens Lieutenant" said a voice behind her. Lieutenant Lee and Captain Stacy both turned to see Spider-man hanging upside down by a web.

"SPIDER-MAN!" she yelled out

"YOU!" shouted Captain Stacy storming up to him, "Listen you and I need to have a little talk…."

"Yeah I know…but it's gonna have to wait…If you want to know what happened here tonight you need to ask them, he said pointing to Lieutenant Lee's car. They saw several people with webbing around their arms and feet slumped against her car.

"Who are they" asked the Captain

"One of them is the daughter of Silvermane, Silver Sable…she was trying to kill Vanessa Fisk…who is….."

"The wife of Wilson Fisk yeah we know…we also know that she's trying to declare herself the new Kingpin in her husband's absence" said Lieutenant Lee

"Well why don't…" Spider-man started

"Don't we go after her…evidence kid. The same problem we had with her husband we don't have probable cause, just speculation" said the Captain.

"Well I guess we're gonna have to change that then huh" Spider-man replied

"NO Kid listen this….this…..has to…"

**BOOOOM!** The Captain was interrupted by an explosion from the burning building he and the Lieutenant turned to the law firm to see the fire kick up slightly. They then turned back to Spider-man who had vanished. They both looked up to see him swinging away.

"Great" he said

"Look George"

"Save it Terry, just save it…I'll stay here with this fire and I want you to take them downtown and book them….alright" he said turning around and walking towards Lenny the Fire chief.

"Fine" said Lieutenant Lee letting out a sigh and going towards the tied up Sable and Wild Pack.

* * *

**Fisk Towers: 1 hour later**

"RAHHHH!" shouted Vanessa kicking her desk over in absolute anger. In less than 48 hours she had lost two major facilities and it was all thanks to Sable. Vanessa was beyond angry, she was livid and she was ready to take her anger on someone anyone. Vanessa collapsed to the floor and glared at the ground in anger, she was so focused on her rage that she didn't notice that she wasn't alone.

"Vanessa Fisk" said a voice.

"Wife of the Kingpin" said another voice. Vanessa raised her head and turned her gaze to her open window and she saw Spider-man and Daredevil standing there looking at her.

"Having a rough day" asked Spider-man.

Vanessa balled up her fist and quickly stood up "YOU DARE MOCK ME AND SHOW UP UNANNOUCED HAND ATTACK!" she shouted. Several hand ninja's appeared out of the shadows with their swords brandished but then they got a look at who she wanted them to attack.

"Daredevil" one of the Hand ninjas said, making Vanessa turn her head to the one that spoke,

"YEAH DAREDEVIL ATTACK!"

The hand ninja sheathed their swords and disappeared into the shadows again.

"What the hell…." She said flabbergasted

"They won't attack me Vanessa…their leader won't allow it" he responded confidently

Vanessa turned back to the two vigilantes.

"What do you want?" she growled

"We are here to deliver a message" he said

"What message"

"If we can take down your Husband….then you should pose no problem" said Spider-man.

If looks could kill Daredevil and Spider-man would be dead 5 times over but there they stood looking at Vanessa, unafraid.

"The two of you have no idea what I'm capable of…no one does….I tried to be understanding and peaceful but it seems none of you understand…this is my empire now….Wilson is out of the picture for good. I'm here to stay and not you or anyone for that matter will stop me…. you freaks got that" she snarled

"Don't get too comfortable" said Daredevil turning and jumping out of the window.

"Be seeing you…Kingpin" said Spider-man before he too jumped out of the window. Vanessa growled and walked to the window and looked out, but both Daredevil and Spider-man had faded away into the night.

* * *

**Streets of New York**

"Arh….ugh…"came a voice

Lieutenant Lee glanced in the rear view mirror to see Silver Sable was starting to come around.

"Where…..Where am I" she groaned out her eyes opening fully and looking around.

"Hello…welcome back to the land of consciousness" said Lieutenant Lee with a hint of humor in her voice.

"Who are you" Sable demanded struggling against the webbing but it held tightly.

"I'm Lieutenant Terry Lee of the NYPD and guess where the four of you are going"

"Where's Spider-man"

"Oh he's long gone…probably saving someone else. He dropped the four of your off and told me I should ask you what happened today at the Ferman and Birch law firm, so that's what we're gonna do at the precinct" she said as she came to a red light. Lieutenant Lee sat at the red light waiting for it to change. The light changed to green and she started to move.

**SCREEEEEDCH! BAM!** Went the sound of a black van slamming into her car and pushing it into a light pole.

"OOMPH!" she grunted as she was slammed forward into the air bags.

The side of the black van opened and several men and woman in black suits and dresses with strange looking demon masks on their faces jumped out of the van and ran up to the car. One the men opened the driver's side door and Lieutenant Lee fell out. She looked up at the Demon mask wearing man and her eyes widen as he pulled out a gun and pointed it at her face.

"Don't move" the man said

The rest of the demon mask wearing thugs ran to side of her car. One of the women pulled out a hilt. Suddenly from the hilt a steady stream of energy in the shape of a small sword surged to life. She slashed at the door and it fell to pieces easily. The woman's eyes landed on Sable, she grabbed and pulled Crippler out of the car and to the ground and she did the same thing to bombshell until she reached Sable. She grabbed Sable and carried her over to the van and tossed her inside, the woman then picked up a brown sack and put it over Sable's face. The other men and women in the demon mask quickly got back into the van and it sped off down the street.

Lieutenant Lee pushed herself up on her elbows.

"What the hell was that" she said to herself staring at the fleeing black van.

* * *

**Location Unknown**

The bag over Sable's face was quickly snatched away. Sable squinted her eyes trying to adjust to the light in the room which was dim so it didn't take long for her to adjust. She did a quick glance around the room and saw more thugs in the strange demon looking mask and they all had weapons in their hands. Suddenly the group of thugs in front of her parted as a man walked forward. The Man was about 6'2, with a slim yet strong looking build; he had on a white suit with a black shirt and white tie. Sable could tell he was of Asian descent but the thing she found most strange about him was the fact that his skin had the appearance of a photographic negative. The mysterious man also had a sheathed sword in his hand.

Sable looked the man over and raised her eyebrows as he slowly came to stand before her.

"Sable Manfredi…..or should I say Silver Sable. Daughter to the deceased Silvio 'Silvermane' Manfredi you've had quite the night haven't you" said the man in an amused tone.

Sable listened to his tone and she looked at the way he was holding onto the sword.

"Are you going to kill me" she asked trying her best not to look afraid or show any type of fear.

"Sable, don't be so…**Negative**" he replied with a laugh "I mearly want to talk and you should really listen"

Sable looked around and then back at him.

"Fine…..I'm listening"

* * *

**Parker Household 9:00pm **

Spider-man climbed through attic window and dropped down to the ground. He pulled off his mask to reveal the face of Peter Parker.

"What a night…good thing DD was with me to have that night nurse lady patch me up" he said to himself, "A new Kingpin, Silvermane's daughter….she'll probably be out of jail by tonight….great just what I need another problem….not to mention the Symbiote is gone….Dammit" he said to himself as he took off his Spider-man gear.

"With the symbiote gone there's no telling what my happen and whatever happens it's my fault….from now on finding that thing is my number one priority. I have to find it before it latches on to someone else. That is if it hasn't already" he said as he tossed his stuff to the ground.

**KNOCK KNOCK! **

"PETER ARE YOU UP THERE!"

"Yeah Aunt May I'm coming down" he responded quickly throwing on some spare clothes he had stashed in the attic. Peter quickly turned off the light and then made his way down the steps. He unlocked the door and walked out closing the door behind him.

"Hey Aunt May"

"I thought I told you to stay in your room" she said

"I-I….I'm sorry Aunt May I had to do something"

"Peter when I tell you to do something I expect you to do it, I told you to stay in your room" she said a tad bit forcefully.

"I know I'm sorry" he said averting his eyes and looking down at the ground. May looked at him and then let out a sigh.

"Listen Peter…..I'm not trying to be mean here…..its just your behavior and your disappearances….and…."

"I know Aunt May….I know I'm trying…..I wish I could explain but, I can't….."

"Well Peter you need someone to talk to because this can not keep going on...…so I got someone for you to talk to" she said. Peter lifted his head and looked her in the eyes

"What"

"I was talking to Anna Watson earlier Mary Jane's Aunt and she was telling me that when her daughter started to act out she kept punishing her in hopes that it would make her behave better, but it only hurt than help. She realized that her daughter needed someone to talk to, someone that wasn't a parent because sometimes teens don't feel comfortable talking to parents all of the time about certain things"

Peter tilted his head back as the wheels began to turn in his mind.

"Uh….Aunt May I don't think I like where this is going"

"Peter, Anna gave me the number to a good Psychiatrist, I made you an appointment two weeks from now…..her name is Dr. Karla Sofen and she is looking forward to meeting you. I hope she can help you get through whatever it is that's going on, since you don't want to talk to me. Now it's time for bed dear good night" said Aunt May as she kissed Peter on the head and went to her room leaving a shocked Peter behind her.

"Psy…..Psychiatrist" Peter repeated in absolute shock, _'Great…..just what I need another problem…..oy'_ he thought to himself as he slowly made his way to his room and shut the door.

* * *

**End Chapter: Read and Review. Hey Readers it's me Nomad88 back with the closing comments I hoped everyone enjoyed the chapter as much as I enjoyed writing it. As you can tell from the length of this chapter a lot of stuff happened. I wonder did anyone catch the cameo villain at the end, actually there are two villain cameos' but did anyone catch them. If you did kudos to you, if you didn't just keep reading and you'll find out soon enough. Anyway that does it for this week, leave a review and tell me what you thought of the chapter did you like it or did you hate it was it epic or was it weak and once you do that meet me back here next time for the next installment…..this is Nomad88 saying until next time…..**

**Ps: If you haven't read or reviewed Batman Beyond, remember to head on over to that story and check it out and let me know what you think…..thanks. **

**Next up: Venomous**


	38. Venomous

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, I repeat I DO NOT OWN CHARACTERS, in fact ALL CREDIT goes to MARVEL, STAN LEE, and of course DISNEY. THEY ARE THE OWNERS, I am NOT making any MONEY off of this story NO MONEY is being exchanged or handed to me, so please find it in your heart to NOT SUE ME…I have no money…I promise you….thanks….now on with the story. **

**Hello readers and welcome back to another chapter in the Amazing Spider-man universe I hope everyone is enjoying the story so far. I hope everyone continues to READ, REVIEW (feedback is Golden) and of course ENJOY….now let's get started. **

* * *

**Chapter 33: Venomous**

**Three Days Later: **

A figure garbed in all black stood outside of the Parker house in the dead of night. The figure had a smile on his face as he looked at the top of the house where he the knew the attic was located.

"Tomorrow Parker….Tomorrow….." the figure whispered as the smile on his face grew. He turned and started down the street disappearing into the night without a trace.

...

* * *

**Dreamscape**

"Where…Where am I" Peter asked out loud as he walked down a dark street. He looked down at his feet and saw that the path that he was walking on was dirty and beaten. Peter looked up again and he tried to peer through the thick darkness that was in front of him but no matter how hard he tried he couldn't see anything, so he continued to press forward.

"_**spiiiiiiider-maaaaaan**_" a voice whispered through the darkness echoing from everywhere. Hearing the voice Peter instantly switched into ready mode, preparing himself for anything. He let his training take over and he was aware of his surroundings, eyes darting in every direction.

"_**SPIDER-MAN!"**_ a voice growled from behind him. Peter turned and threw a punch but all he hit was air, '_Where is my spider-sense'_ he thought looking around.

"**OVER HERE!"**

Peter turned and threw out a back fist but once again all he hit was air.

"What the hell is going on…..AHHH!' he yelled as something powerful and quick hit him in the face sending him flying back into a black web.

"The hell" he started while struggling to free himself from the web, but the more he struggled the tighter the black web held him. The black web began to move on its own and slither across his body.

"NOOO!" yelled Peter trying to break free but he couldn't, no matter how hard he tried. Suddenly a big black patch of webbing began to rise up in front of him and pull together and form into the face of the symbiote. The symbiote moved closer to him until it was inches away from his face.

"_**PETER PARKER**_" the symbiote growled

"NO!" he shouted doubling his efforts to break free.

"_**DIE!"**_ the symbiote roared lunging towards him

* * *

**Parker House: Attic: 2:30am**

"GAHHHHHHH!" shouted Peter jumping up in fright. He frantically looked around trying to see where he was and once he got a hold of his surroundings and saw that he was in his attic. He let out a breathe and he put his hands to his head, trying to calm his nerves. Peter was at his work station with his mask off but his costume still on. He took his hand off of his head and he leaned back in the chair.

"The same dream…dammit" he whispered to himself running a hand through his sweaty hair. For the past three days he had been searching high and low for any sign of the symbiote and so far nothing has turned up. He had searched the church several times over but not a single sign.

"Damn it…..how could I have let this happen" he said angrily standing up and beginning to pace back and forth, "It couldn't have gotten far it was practically dying…..I felt it dying…maybe it evaporated. HA!...like my luck has ever been that good. I just hope that it didn't attach itself to someone else…..but knowing my luck that's exactly what happened, which means I have to find it now, before it ruins that person's life like it did mine…Oh God…..I can't even think about how I'm going to fix this mess I'm in, and I won't. Focus Parker…..one problem at a time….first find the symbiote save the world…..and then worry about personal life" he said to himself stopping in his tracks. Peter went over to his work station and grabbed his newly bought cell phone and he looked at the time.

"2:40 am" he read. Peter let out a sigh and grabbed his Spider-man mask off of the floor and he put it on, "I'm wasting time sleeping I have to find the symbiote…..but where do I start is the question…it's gonna be a long night" said Spider-man as he crawled through the attic window and to the roof of his house. Spider-man then began to jump from house to house until he reached the end of the block where he did a mighty leap and then shot a web and swung away into the night.

* * *

**Across Town: 2:50am**

"ALRIGHT HAWKS LET'S TRASH THIS PLACE!" shouted a man with a neon green spiked Mohawk on his head.

"WHOOO HOOO!" shouted the 5 other members of the Hawks gang as they picked up their weapons and charged towards the small hardware store. The Hardware store was owned by a man in the neighborhood who refused to pay the Hawks for protection. One of the hawks who had a blue Mohawk picked up a trash can threw it into the glass window. The trash can smashed through and knocked down a few shelves in the process. The hawks then began to barge into the store and proceeded to destroy the store. They knocked down all the shelves, broke the tools that could be broken, and they spray painted the inside of the store. Once the hardware store was completely trashed the leader of this gang of hawks pulled out a bottle with a rag inside, and a lighter. He flicked the lighter and he lit the rag and he threw it over the counter.

"LET"S GO" the neon green Mohawk leader shouted while running through the smashed window.

**BOOOOOOOM!** Went the hardware store as it was blown up.

"WHOOOOOO!" several of them yelled as they watched the flames. While they were watching one of the hawk members turned to the right and saw someone watching them.

"Hey…..guys…..look" he said getting the attention of his friends. The leader turned and looked at the guy that was watching them.

"HEY! Don't Move" the leader said pointing at him, "Let's go teach this guy a lesson about being nosy" he said to his gang as they made their way over to him.

"Did you enjoy the show?"

"…"

"Hey I'M TALKIN TO YOU!" the leader shouted storming up to him and grabbing him by the front his black jacket.

"You are scum…..and must be…destroyed"

"What"

The man's black jacket began to move and it formed into a tendril that wrapped around the guy's arm. A smile began to form on the man's face as the rest of his black jacket began to turn to black ooze and cover his entire body. The tendril lifted the leader up and slammed him to the ground hard and then tossed him into the blazing inferno that was the hardware store.

"holy…..shit" whispered one of the Hawks members as they saw that the black ooze cover his face and formed big white reflective eyes, razor sharp teeth, talons on his fingers, large intimidating muscles and a wild white spider emblem going across his chest.

"_**DIE!"**_ the figure shouted lunging at the group of hawks with the intent to kill.

...

* * *

**3:10 am**

Spider-Man landed on the side of building that overlooked the brutal crime scene on the street. He saw the chalk outlines and several police cars and one car in particular stood out, despite the fact that the front of the car was dented from a car crash. He saw Lieutenant Lee standing by her car talking on her phone. Spider-man jumped off of the building and gently landed on the roof of her car scaring her in the process.

"JESUS KID!' she shouted dropping her phone.

"Sorry" he replied sheepishly. Lieutenant Lee bent down and picked up her phone.

"Yeah Captain….NO….listen I'll call you right back, bye" she said hanging up the phone, "Isn't past your bed time kid"

"Funny…what do we got"

"A mess" she replied "We got 6 dead….Hawks gang…and there are pieces of them everywhere"

"Pieces" he repeated

"Yeah. One guy had his arm ripped off and another guy had his stomach slashed and his intestines…..

"Okay I get it…..sheesh…..any leads"

"No. Killer didn't leave a trace"

"LIEUTENANT!" shouted out an officer.

"What is it" she asked looking in the officer's direction. The officer walked over to her and he had a homeless man by the arm.

"This man here says he saw the whole thing"

"Y-Yeah….S-Saw the whole thing" the homeless man said

"What is your name sir?"

"C-Carl" the homeless man replied

"Okay Carl….I'm Lieutenant Lee, tell me who did this" she asked. Carl looked at her and then turned his eyes to Spider-man, who was perched on the hood of her car.

"HE DID!' he shouted

"WHAT!" yelled Spider-man in shock "You can't be serious?"

"Carl. Are you sure it was Spider-Man that did this"

"Yeah…..or…or maybe his brother"

"My Brother" Spider-man repeated

"Yeah…..the guy looked just like you…except…his costume was black"

"Black" said Spider-man suddenly more interested

"Y-Yeah…..black costume with a white spider on the front…and…..and….his teeth were huge and sharp, his costume had these black things that shot out and wrapped around some of those guys….…."

"OH My God" whispered Spider-man in realization, '_The symbiote….it's attached to someone else'_ he thought to himself. He jumped off of the car and he ran up to Carl and grabbed him by the shoulders, "Which way did he go"

'Uh….I-I….."

"WHICH WAY"

"I DON"T KNOW…..I hid when he started killing people"

"Dammit" growled Spider-man letting him go

"Kid you know who did this"

"Yeah"

"Why am I not surprised….so spill it…who did it"

"Not a who…..an it"

"What" she asked raising her eyebrows.

"Listen I'll explain later right now….I have to find the thing that did this before it kills someone else" he replied shooting a web and swinging away.

"THAT'S WHAT I'M TRYING TO DO TOO!" she shouted out but it went unheard as Spider-man swung away.

* * *

**Hours Later: Midtown High: 11:58pm**

"MR PARKER WAKE UP!" shouted the teacher.

"HUH!" he jumped up looking around and seeing that he was in class.

"Mr. Parker what have I told you about sleeping in class"

"I know…I'm sorry Mrs. Fenson…it won't happen again" said Peter sitting up in his seat and rubbing his eyes.

"I'm sure that it won't once you spend an afternoon in detention" she replied turning back to the board.

'_Great'_ he thought to himself

_**RING!**_ Went the bell signaling the end of the class period. Peter quickly grabbed his books and bolted out of the door.

* * *

'_Damn it, I've been searching all night and still nothing….I should be out there now still looking, but I gotta keep up appearances'_ Peter thought to himself as he put his books in his locker. Peter let out a yawn and then closed his locker

'_I'm exhausted…but I can't let that stop me. I have to find the symbiote' _

"PETER!"

Peter turned to the sound of someone calling his name and he saw Liz Allen hurrying towards him.

"Hi Liz"

"Where have you been I've been looking for you?"

"I've been….busy, what do you need"

"I need you to get in contact with Spider-man"

Peter's eyes widen slightly

"What makes you think I know him…..and what do you need him for anyway" he asked

"Well you take his picture all the time right…so you guys must have something worked out"

"Liz"

"Look I don't care how you guys know each other okay, listen my brother Mark hasn't been home in the past four days and I think something happened to him" she said leaning against the locker.

"When you say happened to him what do you mean?"

"Look Mark went out with some of his friends to rob some lab or something and on the news a couple of days ago his friends were found dead in a Battery Park parking deck"

"Dead"

"Yeah dead…but thankfully he wasn't there, but I don't know where he is and I know that means he's in trouble, so I need you to ask Spider-man to help" she said with pleading eyes.

'_Ugh…..I don't need another problem right now…..but…..'_ he thought to himself looking at her, but he saw the concern and worry in her eyes. He let out a sigh and leaned against his locker

"Alright….I'll tell Spider-man to look into it" he replied.

"Thanks Pete" she replied getting off the locker, she gave Peter a quick hug before turning and leaving him alone. Peter closed his eyes for a second and then he opened them. He pushed himself off of the lockers and then he started down the hall. Peter rounded the corner and he ran directly into Mary Jane Watson.

"" they said at the same time.

"Hi" they said again. A silence passed between them as they looked at each other not knowing what to say or what to do, but they both knew that they had to say something.

"Look about the other day" they said at the same time again.

"You First" they both said.

"I'll go…look Mary Jane….about what happened the other day…I…." he started quickly

"Wait" she said stopping him, she looked behind him and saw Flash coming down the hall. She grabbed his arm and pulled him towards the ladies room and pushed him inside.

* * *

**Ladies Room**

"MJ this is the Ladies room"

"Good job Sherlock" she replied looking around the ladies room. She crouched down and didn't see any feet.

"Okay…we're alone. I didn't want to risk anyone overhearing that we had sex"

"Ugh…Ya know when you say it out loud like that it makes it even more….."

"Crazy right" she finished

"Right"

"Okay….Okay. Exactly what the hell is going on between us" asked Mary Jane forcefully.

"To tell you the truth I have no idea" Peter replied biting his lip '_Liar'_ he thought to himself.

"Are….Are we developing feelings for each other…..I-I mean…..ya know…..more than friendship"

Peter let out a sigh and rubbed his neck.

"…No…Yes….Maybe" he stated looking at her. Mary Jane straightened up at his comment

"Yes….Maybe" she repeated

'_Time to come clean Parker'_ he thought taking a deep breathe and swallowing hard.

"Okay I'm gonna be honest with you Mary Jane….I've had feeling for you since I was 5 years old...I even Love….." he started before his phone began to ring. Peter reached into his pocket and pulled out his phone and looked at the number and saw that it was an unknown. His eyes scrunched up in confusion

"Hold on MJ" he said pressing the talk button

"Hello"

"Hi Spider-man"

Peter's eyes widen when he heard that.

"Who is this" he said seriously.

"Wouldn't you like to know? You have a lovely home and a lovely Aunt…..do you think she would still be lovely with a broken neck" said the voice on the other end before he hung up.

Peter quickly turned at ran out of the ladies room

"PETE WAIT!" shouted Mary Jane "What's going on" she continued while running out of the ladies room after him.

Once they had left the ladies room, a pair of legs lowered to the ground from one of the stalls, and Gwen pushed the door open and she had anger in her eyes.

* * *

Peter rushed to his locker and opened it, he grabbed his book bag and he slammed it shut and he made a mad dash for the stairs that led to the roof.

Running up the stairs Peter opened his bag to reveal his Spider-man costume. Peter started to take his clothes off and put on his costume while he was running up the stairs. Bursting through the roof doors Spider-man threw his book bag into a corner and did a mighty leap. He then shot a web and swung away with great speed trying to reach his house to save his Aunt May.

* * *

**In the Air**

'_Aunt May'_ thought Spider-man swinging through the air at break neck speed. Spider-Man rounded the corner of a building, when out of nowhere he felt something slam into his side, knocking the wind out of him and sending him spiraling downwards through the air. The force of the blow sent him crashing across a cluttered rooftop. He knocked over the plastic tables, a barbeque grill and clothes that were on a clothes line. Spider-man came to a sudden stop when he hit the edge of the roof.

"Holy….AGHH" he started until he felt his throbbing side, "Ugh…what the hell was that….and why didn't my spider sense go off" he whispered to himself while he pushed the clothes that were on his head off and to the ground. He looked around to see what hit him but he didn't see anything.

"The Hell" he groaned fighting his way to his feet.

"Ooo that was a nasty fall there Spider-man" came a voice. Turning to the right Spider-man saw a grinning Eddie Brock, who was dressed in all black and was sitting on the edge of the roof.

Spider-man shook his head slightly

'_Eddie' _

"Hey I know you…..Brock right"

"What's this Spider-man knows our name" he said in a mock tone "I wonder how he could know little old me" he continued as he stood up and began to walk towards Spider-man, "Could it be because we've met before….and the last time we met you left us dangling in the air" he said in a low voice

"I remember now you were following Parker….look if you want an apology I'll give it to you later. Right now I'm in a fight here…"

"Got that right"

Eddie lashed out with a vicious right cross that connected to Spider-man's jaw. From there Eddie threw a strong kick to Spider-man's stomach knocking the wind out of him again.

Falling to his knees Spider-man tried to suck in the air, but every time he took a breathe his stomach felt as if it was on fire. Eddie grabbed him by the shoulder and lifted him up with one hand.

"Awww did that hurt her let us make it BETER!' he growled as he spun his foe around and then threw him with all of his might into a nearby wall.

"GAH!" he grunted as he hit the wall. '_W-What…..t-the hell'_ he thought to himself, while grabbing his stomach pain and falling to his side.

"H-How…" he tried to ask

"How are we so powerful….or are how are we so quick….or how is it that we were able to hit you without your spider sense tingling"

Spider-man's head shot up and looked at Eddie with wide eyes

"…."

"How did we know about your spider sense….oh we know everything about you Spider-man or should we say…Peter Parker"

"….I-I…don't…"

"Don't bother to deny Parker we know all of your secrets"

"We" asked Spider-man pushing himself to a sitting position.

"OH! That's right we haven't properly introduced ourselves….you knew us as Eddie Brock but we go by a different name now…..a name that will invade your mind and spread the poison of fear into your heart….."

As Eddie was talking his black clothes began to shift and change. They formed into a midnight black ooze that began to cover his body, showing off his massive muscles, a corrupted white spider symbol formed and spread across his chest. The black ooze started to cover Eddie's face and a mask similar to Spider-man's appeared only it was black with curved white reflective eyes, and the mouth began to grow longer and razor sharp teeth started pop and jut out, along with a thick long snake like tongue.

"CALL US….**VENOM!" **he snarled as the transformation completed.

"THE SYMBIOTE!" shouted Spider-man in shock

"**That's right PARKER**" replied Venom lunging at him. Spider-man barely had enough time to jump out of the way, but Venom shot a web that connected to his back and yanked him into a fist. Spider-man was sent flying back and to the ground roughly. Venom jumped in the air and tried to slam his knee through Spider-man's chest, but he rolled out of the way making him miss and leave a dent in the roof.

Spider-man quickly did a hand stand and spun on his hands and tried to kick Venom in the face, but to his surprise Venom expertly blocked the kick and then grabbed his ankle and slammed him into the ground and then threw him into the wall again.

"ARGH!" he grunted

"Surprised Parker" Venom said laughing "Surprised I blocked that attack…We know everything you know, we have all of your memories including your training with Daredevil"

'_W-Well….isn't that just my luck'_ he thought while struggling to rise to his feet, "Brock….listen to me you have to get rid of the symbiote…its controlling you"

"**We are enhancing him. Making his life better just like we tried to do for you until you tried to Murder us….but that's okay Parker, Brock is a far better host than you'll ever be. It seems he has a lot of pent up rage just like you only he doesn't have any problem releasing it**"

"Brock listen to me….."

"**THERE IS NO BROCK THERE IS ONLY VENOM!" **

Venom dove and tried to swipe his sharp talons at Spider-man but at the last second Spider-man jumped out of the way. Venom turned and looked up and saw him shoot a web and try to swing away.

"**THERE IS NO ESCAPE PARKER! DO YOU HEAR US! NO ESCAPE!"** he yelled jumping in the air and shooting a web following behind his enemy.

* * *

Spider-man swung at break neck speed trying his best to out run Venom. Looking over his shoulder he saw that Venom was quickly gaining on him. Venom did a mighty leap off of his web and sailed towards Spider-man. Spider-man glanced to the right and let go his web just as Venom swiped at his arms. Venom looked down and saw him diving through the air, he straightened his body and he dove after him.

'_How am I going to beat him….he's stronger…faster…not mention he knows all of my moves…_' thought Spider-man shooting a web and swinging around a building trying to break the line of sight, but Venom was hot on his trail.

Spider-man looked around and noticed that the church he used to get rid of the symbiote the first time was in the area.

'_That's it….if I can lead him to the bell tower'_ he thought as he swung in the direction to where the church was located.

...

* * *

**Church: Bell Tower**

Spider-man landed on the Balcony and the first thing he noticed was that the Bell was gone. He looked down and saw a giant hole in the bell tower floor. He ran to the hole and he saw that the Bell was at the bottom of the tower, destroyed.

"NO!" he shouted

"**AWWW no Bell to help you out this time Parker….that was the first thing we took care of…..give us some credit…RAHH!"** growled Venom lunging at Spider-man. Spider-man flipped over Venom and made a dash for the Balcony. Venom flipped and landed in a crouch and shot a web that snagged Spider-man by the side. He yanked him back and into his awaiting hand. Venom had Spider-man by the back of the neck; he then grabbed him with his other hand and began to choke his most hated foe.

'_C-Can't…..b-breathe'_ he thought frantically as Venom was strangling the life out of him.

"**DIE!"** growled Venom in delight. Spots began to swim in Spider-man's vision; his eyes darted in every direction trying to find a way out of his predicament. He glanced down and saw that the there was a large crack in the ground, from when the Bell fell through, it had weakened the entire floor. Spider-man shot two web lines at the ground and using his remaining strength he pulled with all his might.

"R-AHH-HHH!" he gagged out as the floor began to ripple and a he ripped a whole section out. The ground Venom was standing on broke apart and he lost his grip as they both began to fall the ground.

"Oomph" grunted Spider-man as he hit the ground. Venom landed on the ground a few feet away. He flipped to his feet unfazed by the fall and searched for Spider-man who was struggling to push himself up, Venom's tongue slithered out of his mouth as a smile formed on his face.

"**Nice try Parker but**…" he started before a piece of debris fell and hit the bell.

**GONG! **

"**AHHHHHHHHHHHH!"** shouted Venom in pain hearing the sound of the bell. The symbiote on Eddie began to shake in pain. Venom turned around and barreled through the brick wall and into the street, scarring a few people that were walking.

"No….B-Brock…..get rid….." went Spider-man as he shakily stood up. He shook his head slightly and started forward and through the hole that Venom created. He looked up and saw Venom swinging away. He forced whatever pain he was feeling to the side and he ran and jumped and shot a web swinging after him.

* * *

Run. That was the only thing on Venom's mind. He had to get away from the sound of the bell that was giving him so much pain.

"EDDIE!"

Venom turned his head and saw Spider-man hot on his trail

"**THERE IS NO EDDIE! ONLY VENOM!"** he shouted swinging upwards and letting go of his web. He turned in mid air and bared his claws, he took a swipe at the approaching wall crawler but he missed because Spider-man dodged out of the way. Spider-man shot a web at Venom and pulled himself forward and delivered a kick to the jaw, but Venom recovered quickly and grabbed his arm and brought him for a clothesline that hit him in the face. The blow sent Spider-man spiraling downwards through the air again. Venom shot a web and pulled himself downwards as well. As he was diving Venom shot two webs at two nearby buildings and he brought both feet down on Spider-man's chest and stuck to him and then he pulled on the webs making him curve to the side and crash through the window of an office building scarring the people inside.

* * *

**Office Building**

"OH MY GOD!" shouted one of the employees as they dove out of the way as Spider-man and Venom came crashing through the window and flying into the desk breaking it in the process. Venom did a back flip and landed in a crouch.

**ROAR!** He bellowed making all of the people inside run around frantically trying to get away.

"Ugh…t-too s-strong" Spider-man groaned out in pain. Venom stalked over to him and grabbed him by the throat again and hoisted him up to eye level.

"W-What…..have….y-you done to my Aunt May" Spider-man struggled to ask '_I have to buy some time' _

"**So you've figured it out that it was us that called you**"

"W-Wasn't…too….h-hard" he struggled to say because of Venom's tight grip on his throat.

"**We haven't done anything yet…..but the day is still young**" stated Venom in an amused tone. The mask that covered his face unraveled to reveal the smiling Eddie Brock.

"W-Why….are you…doing this….Brock"

"Because you tried to destroy our life"

"T-That's….n-not…."

"SHUT UP!" Eddie shouted, "Y-You tried to steal our job at the Bugle…..and you sabotage our position at ESU….Oh yes the symbiote told me all about it, don't bother denying…the symbiote Loves me…."

As Eddie was talking Spider-man was slowly reaching into his utility belt. He grabbed three web cartridges and held them in his hand.

"Brock….your anger is misguided…the symbiote is manipulating you, It doesn't love you, did it tell you that it took over my mind…a-and made me do those things to you"

"LIAR!" he shouted his mask reforming over his face. Venom's mouth opened wide and he pulled Spider-man closer, but it was at this time Spider-man chose to act. He quickly shoved the web cartridges into Venom's open mouth and then kneed him in the jaw causing him to chomp down on the cartridges cracking them. A thick giant web formed over Venom's entire head making him let go of Spider-man, who fell to the ground gasping for air. He looked up and saw Venom ripping at the thick webbing that covered his face.

'_Gotta move fast before he rips all of it off'_ he thought forcing himself to his feet. Spider-man stood up and rushed forward delivering a powerful punch to Venom's web covered face. He punched him again and again and then delivered a kick to the stomach. Spider-man was about to come in with another strike when the symbiote formed a fist in the middle of Venom's chest and extended forward punching Spider-man in the face and sending him skidding back.

"**RAH!"** growled Venom as he ripped the webbing off his head, "**Nice try web head…now it's OUR TURN!' **

Venom lunged again, but Spider-man saw him coming and used his feet to stick to the lunging Venom and toss him out of the broken window. Venom snarled and turned in mid air and shot a web that connected to Spider-man's face and he pulled.

...

* * *

Spider-man was yanked out of the broken window and into a fist.

"OOMPH" he grunted feeling the blow go across his jaw. He took the blow and tired to respond with a kick but Venom blocked it and kicked him in the chest making him fall faster through the air.

'_Spider sense'_, turning his head slightly he saw that the ground was coming closer. He then looked at the quickly approaching Venom.

"Gotta time this just right" he said

Closer and closer he fell

'_NOW!_' he shouted inside his mind. Spider-man quickly shot a short web and pulled up at the last minute. Venom seeing him pull up, shot a web and tried to do the same thing but he was too late and he went crashing to the ground making a huge dent.

Spider-man landed on the ground a few feet away from the motionless Venom.

'_Hopefully that slowed him down'_ he thought while approaching him. Spider-man looked down at him and he looked to be seemingly unconscious.

"Whoa….who is that…." Came the voices of some of the people on the street that were watching them. A small crowd had formed and they pulled out their phones and were recording what was going on.

"EVERYONE GET BACK! GET TO SAFETY HE IS DANGERO…ARGH!….." started Spider-man before a big web ball hit him in the chest.

"Clever Spider-man….but it'll take much more than a fall to kill me" said Venom firing a web that snagged Spider-man by the face. Venom tugged on the web and pulled him forward. Venom grabbed him by the head and then opened his mouth and then bit him on the shoulder.

"YARGHHHHHHHH!" yelled Spider-man in agony feeling Venom's razor sharp teeth imbed themselves into his shoulder. He tried to kick him but to no avail, Venom wouldn't let go.

**HONK! HONK**! Venom turned to the left and saw a tractor trailer truck trying to skid to a halt. Venom dropped Spider-man and turned to the skidding truck. The truck hit him full force, the truck almost ran over Spider-man, but his spider sense alerted him and he rolled to the left slightly in between the bumper and the front two tires, letting it pass over him.

'_Jesus'_ he thought staring up at the bottom of the truck. His shoulder felt as if it was on fire. He glanced at his bleeding shoulder and he saw Venom's teeth marks in his skin. Suddenly the truck was lifted up off the ground.

"What the….." he started as he saw Venom with Truck in his arms. He tossed the Truck to the side and he let out a roar and then looked at him with his long tongue whipping over his teeth. He lowered his body slightly ready to attack at a moment's notice. Spider-man was almost at his limit he was beaten, tired, and in pain, but despite all of that he pushed himself to his feet swaying slightly.

"Eddie….."

"**VENOM!" **

**SCREEEEECH!** Went the sound of a train as it passing by. Venom lunged at his swaying foe, but Spider-man crouched low and with all of his might he back flipped out of the way and stuck to the side of the passing train.

* * *

Spider-man crawled to the top of the train, where he laid down on the metal surface, breathing heavily.

"That…..was….close" he said nearly out of breathe, "He's too powerful to fight head on…the bell is gone, so how do I beat him…..and how the hell can he block my spider sense…..how is that possible"

"**SPIDER-MAN! THERE IS NO ESCAPE!" **

Spider-man quickly looked up and saw Venom swing around a corner and after the speeding train.

Venom shot a web, but Spider-man rolled out of the way, he then pulled himself towards the train and tried to slam his knees on Spider-man's chest, but he missed. Spider-man ignoring his throbbing shoulder spun on his hands and kicked Venom in the jaw. He stumbled back but he recovered and swiped at Spider-man's back, but no matter how strong he was, Spider-man was still far more agile which allowed him to bend out of the way.

"**HOLD STILL IT'LL ONLY HURT FOR A SECOND!"**

"BROCK! STOP THIS"

"**WE…ARE…VENOM! YOU WALL CRAWLING PEST!"**

Venom shot two web lines that connected to Spider-man's shoulders. Yanking him upwards Venom slammed him down onto the metal train, he yanked him upwards again and he slammed him down again.

"U-Ugh…." He groaned as he was slammed again. After the third time he yanked him forward and grabbed him by the neck.

"B-Brock….P-Ple….." he started weakly

"**GOODNIGHT HERO!"** growled Venom cocking his fist back. Spider-man cracked an eye open in time to see Venom's fist head straight for him, and then nothing but darkness.

* * *

**Midtown High: 3:05pm**

Teens filed out of the school and too the awaiting buses and cars that would take them home or to one of their after school activities. Mary Jane and Liz Allen were among the teens that filed out of the school.

"So MJ what are you wearing to the fall formal tonight" asked Liz as they walked side by side.

"What?" asked Mary Jane

"What do you mean what….fall formal it's tonight….duh"

"Shit that's right…..oh my God I completely forgot about it…..I've been distracted" she said letting out a sigh

"Yeah, you, Peter, Harry, and Gwen…..just what the hell is going on between the four of you anyway?"

"Nothing….Nothing is going on" she replied quickly

"Whatever…..hey look here comes Gwen" said Liz. Mary Jane turned her head to the right and saw Gwen walking over to them where her head hung low.

"Hey Gwe…" Mary Jane started before Gwen lifted her head and brought her right fist up and lashed out with a hard right hook that caught MJ in the eye, knocking her down to the ground.

"GWEN WHAT THE HELL!" shouted Liz in shock, but Gwen ignored her and went towards the downed Mary Jane. MJ shook her head and held a hand to her eye feeling the pounding pain. She turned her gaze to Gwen who was standing over her.

"Gwen…."

"Congratulations MJ…I'm really happy for you and Peter" she said in a low angry voice. Mary Jane looked up at her and the anger in her eyes and like a lighting bolt hitting her she instantly put the pieces together.

"Y-You…..You were in the restroom earlier"

"I was" Gwen replied

"Look Gwen…it's not what you think it was an….."

"SAVE IT! Save it for someone who cares….I don't ever want to see you or him ever again. We are no longer friends" said Gwen before she turned and stormed away leaving a sad Mary Jane and a stunned Liz Allen.

* * *

**Ring! RING! **

"Come on you Bastard pick up" said Gwen angrily gripping her phone.

"Hi, you've reach Peter Parker's Phone I'm…."

"DAMN YOU PETER!" she shouted in anger. Gwen stopped for a second and she leaned against the fence she next to. She was sad and confused on how Peter and MJ, two of the most important people in her life hurt her they way that they did, she had remained hopeful that Peter would realize how much of a jackass he was being and realize how much she cared about him and wanted him back, but it seems he had moved on, to someone else, her best friend to be exact. Gwen balled up her fist in anger, but then she released her fist.

"NO" she said, "Screw the both of them, if they want each other that's fine" she said to herself. Gwen let out a sigh and looked up in the air, just in time to see a giant number 4 being made of fire in the sky. Gwen angrily whipped her eyes and let a small smile cross her lips as she saw the number 4.

"He is such a showoff…..but he's also…..funny, kind, and…..sweet" she said to herself still looking at the number. Gwen then straightened up and looked down at her phone, she went to her contacts and found Peter's name. She highlighted his name and then she pressed delete.

"Goodbye Peter….its…..its over between us" she said to herself as she put her phone back in her pocket and made her way down the street and towards the Baxter Building.

* * *

**6:00 pm**

"Ugh….w-what….the hell" groaned Spider-man as he cracked his eyes open. He immediately noticed he was wrapped in extremely tight webbing and hanging upside down from a flagpole.

"Well….this isn't good" he said to himself, while struggling to get free, "ARGH!" he grunted feeling his shoulder throb in pain as he was struggling with the tight web that was wrapped around his body. Every muscle in his body hurt, Venom had did a number on him, but he couldn't focus on that at the moment, he needed to get free.

"Come on body…..just a little…."

"**WAKEY! WAKEY!" **

Spider-man looked up and saw Venom on the glass of the building crawling downwards toward him. Spider-man immediately started to struggle harder

'_This webbing…it's strong...stronger than me even'_ he thought as Venom reached his eye level.

"Brock you need to get the symbiote off before it bonds with you permanently it's manipulating you"

"**SHUT UP! Our name is Venom now and the symbiote is helping us achieve greatness, so your lies will not affect us Parker**" growled Venom who leaned in close to his prey's face. Venom's tongue slowly slithered out his mouth and towards Spider-man, his tongue then started to wrap around his throat.

"ACK!" he gagged

After a few seconds Venom's tongue retracted

"**We should eat your brains Parker and save your heart for desert…but….you haven't suffered enough, killing you now would be too easy. How about we pay a visit to your Aunt May or the tender Mary Jane Watson, or perhaps your best friend Harry Osborn or how about your precious Gwen Stacy. So many choices**"

"I swear Brock, if you go near them"

Venom cocked his fist back and punched Spider-man in the face

"**THERE IS NO BROCK ONLY VENOM!"** he shouted, he then grabbed his foe by the front of the webbing a pulled him close, "**Tonight, is that last night in the land of the living for you and your friends…so hang tight Tiger, We'll be back to finish you off…HAHAHA**" laughed Venom before he jumped off the building and swung away.

"NOOOO!…..ERGH!…. BROCK!" he grunted trying to break the webbing "Gotta break free….ergh….come on spider strength…..come on…RAHHH!" he shouted bursting out of the webbing, and falling through the air. He did a flip and then shot a web and swung in the direction that he saw Venom go.

"I have to catch up to that maniac before he hurts Aunt May or Gwen….." said doubling his speed, but as he was swinging a thought came to his mind and it caused him to slow down and come to a stop on the edge of a building.

"No…that's what Venom wants…..he wants me to follow him…..he knows he's stronger than me, but he's not smarter….he's been taking the fight to me all day its time I take the fight to him, but if I do that I'm going to need some help….and I hope Aunt May, MJ, Harry and Gwen can hold out until I find a way to beat this clown" he said to himself as he jumped off the building and swung away.

* * *

**20 minutes later Parker Household**

**Knock! Knock!**

Aunt May got up from the couch and went to the front door to see who was knocking at the door. She opened the door to see a young man at the door.

"Good evening ma'am my name is Eddie Brock and I'm a friend of Peter's….is he home by any chance"

"Uh….no he isn't"

"Darn and I needed to talk to him about something very important…..in fact it's life or death"

"Well Mr. Brock if its that important you are welcomed to wait for him, he should be coming in at any moment"

"Ma'am that sounds perfect" said Eddie smiling as he stepped inside the house.

* * *

**Across Town: Baxter Building**

Reed's science students began to file out of the lab after a long day of doing research and experiments. The students all rushed out, but one student in particular took her time. Gwen was deep in thought about the events that had happened earlier in the day and her mind was still reeling from what she had heard and she was still slightly sad. She let out a sigh and began to pick up her pace and as she walked out of the lab and down the hall she saw Johnny coming down the opposite way heading straight for her. She looked at him as he gave her a smile and a wave.

"Hey beautiful how's it going" said Johnny in his usual charming manner.

"It's going fine Johnny" she replied

"Whoa….do I detect sadness in your voice" he asked generally concerned

"No"

"I think I do"

"Johnny just drop it"

"I would if I could Gwen, but….

**BEEP BEEP**! went the four of his chest. Johnny pressed it and Ben's voice came out

"Hey flame brain get up here we're about to have company"

"On my way rock head" he replied pressing the four logo again.

"Sorry Gwen but duty calls…listen don't go anywhere, when this is over I want to hear about what's bothering you"

"Why….why do you even care" she asked looking into his eyes

"Well….b-because I care about you…W-What I-I mean is that ….we're friends right and friends care about….each others feelings a-and stuff" he stammered, "Now I gotta go" he continued as he ran past her and towards the lab. Gwen turned slightly and watched him run off.

* * *

Spider-man landed on the side of the Baxter Building and he began to climb towards the open Balcony.

'_Gotta Hurry…no telling who Venom went to go hurt first, I just hope they can hang on until I get back up'_ he thought as he quickly reached the edge of the balcony. He hopped over the edge and he carefully ventured into Reed's lab.

"Hello….Dr. Richards….I…..OH SH…." He started before his spider sense blared to life. He turned to see Ben Grimm charging straight for him. Spider-man jumped but Ben was expecting that and he jumped too, and he threw out a punch that connected to Spider-man's chest sending him flying back and to the ground hard.

"Awww…" grunted in pain from the blow.

"Tryin to sneak up on us again huh Spider-man…..well guess what it ain't happenin we learn from our mistakes" he shouted, slamming his left fist into his right palm menacingly.

"B-Ben….w-wait" Spider-man groaned out

"I told ya web head My friends call me Ben…but my enemies call me the THING!" he shouted charging again. Spider-man recovered and jumped higher in the air and over Ben' head.

"FLAME ON!"

In mid air Spider-man looked to the right and saw Johnny flying towards him. Johnny barreled into him and wrapped his flaming arms around his waist.

"ARGH!" shouted Spider-man feeling the fire burning him.

"PAYBACK IS A BITCH!" shouted Johnny. Spider-man thinking quickly elbowed Johnny in the face and then punched him. The sudden strike burned him but it also served to make Johnny let him go. Spider-man started to drop when Reed stretched into view and wrapped around him. Reed then slung him to the right where there was an invisible cage waiting for him. The Cage closed and then the invisible woman turned visible and looked at him.

"Gotcha" she said with a smile.

* * *

"I say we fry him" said Johnny landing on the ground and putting out his flames. Spider-man saw he was still sporting some bruises and a busted lip from their last encounter.

"I say we clobber him some more"

"Hey! LISTEN TO ME! I don't…I don't have a lot of time" he struggled to say holding his chest in pain.

"You got that right" replied Johnny igniting his hand and holding it out, but Sue held out her other hand and a force field formed around Johnny's hand.

"Stand down Johnny"

"STAND DOWN! NO! I won't stand down this guy didn't do a tap dance on your face Sue"

"Johnny" interrupted Spider-man

"THAT'S HUMAN TORCH TO YOU!"

"Okay human torch I know you're pissed at me and all of you have a right to be, I've done terrible things, but you have to understand it wasn't my fault….I didn't want to do those things"

"What are you talking about Spider-man" asked Sue

"I don't know if you guys have noticed but I'm not wearing that black costume anymore"

"SO you changed clothes" said Ben

"No…..listen that black costume I had on….it was an alien"

The Fantastic Four looked at him for a long second.

"An Alien" repeated Johnny incredulously.

"Yes"

"Alright that's it I'm frying him" said Johnny holding up his other hand

"Aren't aliens like little green men" came Ben's growling voice

"Not this one…that black suit is an alien symbiote from across the galaxy"

"A what" asked Ben

"A symbiote Ben" Reed chimed in intrigued by what Spider-man has just said, "It's a dependent organism that latches on to an independent organism"

"And most times this symbiotic relationship is mutually beneficial…both organism gain something from each other" finished Sue

"Except this thing wasn't helping me….it was destroying my life. The symbiote amplified my powers, but it was able to infiltrate my mind and take control of my body at will…luckily I was able to get rid of it before it permanently bonded with me, but now it's attached itself to a new host….someone with a vendetta against me. So now all of my friends and family are in danger…..please you have to believe me"

"We don't have to do anything Spider-man" said Sue looking at him, but as she looked at him she heard the desperation in his voice.

"Please…..I'm sure it's all over the news we've been fighting all day…..he calls himself Venom"

"Computer Bring up any news feed for today involving Spider-man" said Reed

"Yes Dr. Richards…scanning….scanning…..found"

"Bring it up on the screen"

A big flat screen television lowered down from the ceiling and it flipped on with several news stations playing at the same time.

"Computer turn up the volume please"

* * *

**TV: **

_Channel 5 News: Mayhem today as Spider-man and an unknown figure dressed in a costume similar Spider-man's fought all across Midtown" _

_Channel 7: A slugfest between resident Vigilante/hero Spider-man and an unknown assailant erupted today in Midtown_

_Channel 12: Spider-man and a black costumed figure…_

* * *

"Computer Mute" said Reed "It would appear you were telling the truth"

"Yeah I was now please…. let me out of here"

Sue looked at him and then back at the T.V, and at roaring Venom. She lowered her hand and the cage force field disappeared.

"Thank you" said Spider-man landing in a crouch.

"Sis what the hell are you doing"

"He was telling the truth Johnny" she replied

"Yeah but….."

"But nothing, right now this isn't about personal feelings this is about stopping that thing" said Sue seriously.

"…fine"

Spider-man stood up from the ground and let out a sigh of relief

"Thank you"

"Spider-man I'm curious where did this alien lifeform originate from"

"The shuttle that I landed, it was inside and it attached to me…probably when I was fighting that Werewolf"

"Werewolf" repeated Ben with raised rock eyebrows

"Long story"

"After you realized what it was doing to you how did you get rid of it" asked Sue

"You know that Bell tower at the Church on 14th street in Manhattan"

"Yes" she replied

"There's a bell tower at the top of the church. The bell started to ring and the noise from the bell caused the symbiote pain, to the point where it had to separate from me"

"The Bell began to ring….hmmm…..high pitched frequencies" said Reed "I know of the bell you're talking about I used to go up there during Sunday school and read books…that type of bell gives off high pitched frequencies that don't affect normal human hearing….but it may harm organisms with heightened senses"

"You mean kinda of like a dog whistle" said Johnny

"Precisely" replied Reed

"I need the four of you to help me take this thing down…..I tried to do it myself, but he's too strong, he has all of my abilities only amplified, I can't do this by myself….so I'm asking….will you help me?" asked Spider-man

"Yes…we will help you Spider-man" said Reed

"Thank you"

"Okay….so how do we stop…Venom or whatever the hell that thing is" asked Johnny folding his arms.

"Well…..I have an idea" said Spider-man

"Well web head we're listening"

...

* * *

**Parker Household **

Spider-man landed on the side of his house and he climbed to the attic and crawled through the window.

* * *

**Attic**

He dropped to the ground and he took off his mask, and then his burned costume.

"Argh" he grunted, he looked down at his stomach and saw the angry red blistering skin from where Johnny had grabbed him. He tossed the burned costumed to the ground and went to a chest in the corner of the attic. He opened it and pulled out a spare costume and he began to dress.

Once he finished dressing he went to a drawer at the desk where his computer sat and he opened it and reveal several rows of web cartridges. He grabbed five of them and put two in his empty web shooters and he placed the rest in his utility belt.

'_Okay….new costume and more web cartridges….now to find Venom'_ he thought to himself going towards the window, but before he jumped out he heard loud laughing coming from downstairs.

"I better check on Aunt May before I leave" he said grabbing some sweats and a shirt that was laying on the ground. He took off his mask and shoved it in his pocket and he went down the attic stairs. He opened the door and then closed it behind himself and then he proceeded to head towards the stairs that led downstairs.

* * *

**Downstairs**

Peter walked down the stairs and immediately his blood ran cold, because in the living was Eddie and his Aunt sitting on the couch.

"Peter…where did you come from" asked Aunt May, "And where have you been it's 7:30pm"

"I…I've been here…in my room sleeping since 3:00…..Eddie" said Peter eyes narrowing

"Hello Pete your Aunt and I were just talking about you"

"And now you're leaving" he said storming over and grabbing Eddie by the arm.

"Ooohhh that's a pretty strong grip you got there" replied Eddie as Peter pulled him up and led him to the front door.

"PETER! What has gotten into you" said Aunt May standing up wondering what was going on.

"Nothing Aunt May…Eddie and I have something to talk about" he replied opening the door.

"It's alright Mrs. Parker Peter and I really do need to talk…..I look forward to seeing you again" he said right before Peter pushed him out and slammed the door shut.

* * *

**Outside**

As soon as the door shut Peter lashed out and punched Eddie as hard as he could in the jaw, from there he tried to do a knee but Eddie blocked the strike and grabbed his leg and tossed him towards the front lawn. Peter sprung off his left hand and landed in a crouch on the grass.

"She won't see you again" he growled

"And how are you gonna stop us Parker" said Eddie as the symbiote covered his body again, "**We are far more powerful than you**"

"No you're not….you just caught me by surprise…..I'm ready for you now"

"**Is that so**" replied Venom lowering his body

"This ends now Brock"

Venom held up his clawed hands threateningly

'_Okay Parker you got him mad….now let's see if you can make him angry'_ he thought to himself.

"Bring it Brock"

Venom lunged at Peter, but Peter was ready and ducked under the quick strike, and responded with an uppercut. Venom stumbled back, but he recovered and shot a web at Peter. Peter narrowly avoided the web and returned the attack by shooting a web ball at Venom's face. Peter then back flipped in the air and landed on a branch of the tree in his yard.

'_Come on…..get angry..'_ he thought

"**RAHHH!"** roared Venom before jumping towards the tree, "**WE WILL USE YOUR BONES FOR TOOTH PICKS!" **

'_Time to go',_ Peter jumping from the tree to the roof of the house across the street. He turned to see Venom already in the air heading towards him. Peter at the last second jumped two houses down.

Peter did another jump, and as he was in the air he slipped out of his sweats and shirt and tossed them at the approaching Venom blinding him for a second. Peter then pushed down his sleeves over his web shooters, put on his gloves and mask and then shot a web and swung away as fast as he could. Venom threw the clothes off of him and swung after him.

"**YOU CAN"T RUN FROM US! WE WILL FIND YOU!"**

* * *

'_That's it you psycho follow the spider'_ thought Spider-man swinging through the air. While he was swinging he reached up to his ear and he pressed the communicator that Reed had given him.

"Dr. Richards"

"Spider-man"

"I found Venom I'm leading him to the place now is everything set"

"I'm setting the final touches to the Fantasti-Car, we'll meet you there"

"Alright…..Spider-man out" he replied pressing the button again. Spider-man did a flip and turned around but he didn't see Venom anywhere.

"No No No…..Dammit where did he go" he said shooting a web and swinging low

"**SURPRISE!"** came a voice. Spider-man was tackled from the side and both he and Venom went plunging to the street.

* * *

**BAM!** Was the sound that echoed throughout the area as Spider-man and Venom fell onto a parked car denting the roof, and scarring the people walking down the street.

"IT'S SPIDER-MAN" shouted some civilians. Venom growled and stood up, he grabbed Spider-man by the front of his costume and landed a hard punch to his face. Venom raised his hand again but before he could punch him again he felt a glass bottle shatter on his head. He whipped around to see who the bottle.

"HEY YOU FREAK LEAVE HIM ALONE!" a man shouted. Venom's tongue slithered out as a grin formed on his face. He shot a web at the man and then yanked him into a nearby bus.

Spider-man saw Venom yank the man and while he was distracted he quickly punched him in the throat and kicked him away. Spider-man then flipped to his feet.

**WHOOO WHOOO SCREEEEEEEECH!** Was the sound of several police cars arriving on the scene. Out of one car stepped Captain Stacy and Lieutenant Lee.

"SPIDER-MAN!" Lieutenant Lee shouted out.

"STAY BACK!" he replied just as the parked car he was standing on was lifted up. Venom tossed the car at the police.

Spider-man thinking quickly hopped off the car and shot a wide web that caught the car and suspended it in the air. He landed on the ground in front of Captain Stacy and Lieutenant Lee.

"What the hell is that thing" asked the Captain

"Would you believe me if I told you it's an alien"

"After the things I've seen in this city I can believe it" she replied

"That is the thing that took out the Hawks" he said

Venom started to charge at Spider-man.

"FIRE AT WILL" shouted the Captain as he pulled his gun and started to shoot.

"NO THAT'S ONLY GONNA PISS HIM OFF!' Spider-man yelled, as Venom dodged the bullets. He dodge several bullets and then black tendrils from his costume shot out and grabbed several police officers and began to toss them left and right. Spider-man jumped in and kicked Venom in the chest, but one of the tendrils grabbed him by the waist and slammed him into the ground and tossed him away as well. Venom then let out a loud roar and then jumped in the air and landed on the Captain's car.

"HELLO CAPTAIN" growled Venom as he held up his arm and it formed into a giant black spike. He thrusted his hand forward attempting to skewer the Captain.

"NOOOOO!" shouted Spider-man tackling Captain Stacy out of the way before the spike could impale him. They landed on the ground roughly, Spider-man lifted his left hand and shot a web at Venom's feet and pulled making him fall.

"You alright"

"Yeah"

"Good….Hey Venom this is between me and you leave them out of this" he shouted while jumping the air and swinging away. Venom flipped to his feet and shot a web and quickly swung after him.

* * *

'_There it is, the construction site'_ he thought before he glanced behind him and saw Venom gaining, '_and there's the psycho'_

Spider-man swung into the construction site and he landed on a metal beam. Venom swung at him and barreled into him sending both of them skidding across the unfinished floor of the unfinished building.

Venom grabbed him by the neck tightly. The mask peeled back and showed Eddie's face again.

"This is the end….and after I'm done with you your friends are next….and I'm gonna peel their flesh off one by one"

**STOMP STOMP STOMP**

"I don't thinks so Freak show" growled Ben as he charged and punched Eddie's exposed face sending him flying back and into a metal beam.

"You'll have to go through me first. Time for some payback" he said

"What's this….getting someone else to fight your battles Spider-punk" snarled Eddie as his mask formed back onto his face and rising to his feet.

"No…..j-just evening t-the odds" Spider-man replied

"FLAME ON!"

Venom turned to the side to see a hovering vehicle turn visible and a blazing hot Johnny Storm come flying at him. Venom jumped over him dodging the attack, but Spider-man shot two web lines and yanked him downward towards the ground. Johnny turned and unleashed a fireball that hit Venom directly in the chest.

"AGHHHHHH!" screeched Venom in pain.

Spider-man quickly reached into his utility belt and pulled out two earplugs and put them into his ears, "NOW!" he shouted. Sue who was in the Fantasti-Car with Reed closed her eyes and a force field formed around the unfinished building. Reed pressed a button and a rod emerged in the front of the vehicle and started to produce a high pitch sound that was amplified by Sue's force field.

"**AHHHHHH! NOOO!"** screeched Venom falling to his knees in pain as he was assaulted by the noise. Johnny, Spider-man, and Ben were unaffected because they each had in ear plugs. The symbiote began to peel and fall off of Eddie.

"**RAGHHHHH!...**UGH…." went Eddie as the symbiote ejected him away and tried to scurry from the sound. Eddie started to shake from the separation. The symbiote was frantically trying to get away but thanks to Sue's force field it couldn't go anywhere. The symbiote thrashed and thrashed until it suddenly stopped and lied on the ground motionlessly. Reed stopped the sound and Sue released her force field.

"Is it dead" asked Johnny landing on the ground and putting out his flames.

"NO REED START THE MACHINE UP AGAIN!" shouted Spider-man. The symbiote leapt up and attached itself to Johnny.

"JOHNNY!" Reed, Sue, and Ben shouted. The Symbiote wrapped all around him and transformed him.

"**NO! NOT JOHNNY WE ARE TORCH!"** he shouted igniting himself. Black flames sprouted all around him. The symbiote possessed Johnny thrusted his hands forward and thick black ooze spewed out. The black ooze hit Ben and began to wrap around him, Spider-man was able to jump out of the way. The black ooze hit Reed and began to cover him, but Sue was able to throw up a force field at the last second. Reed and Ben were being covered by the ooze and they began to transform as well. The symbiote covered Reed growled and then expanded his body. Sue glanced through her shield at Reed in shock.

"REED!"

"**RAHHH!"** he growled back. Reed then stretched his body until he was really thin, and then he began to wrap his body around the Fantasti-Car and then he squeezed crushing the car and destroying the rod. Sue created a hovering force field and jumped out in the nick of time.

"REED!"

"It's no use Sue the symbiote has him now" Spider-man shouted as he avoided the massive black rock fist of Ben Grimm.

'This is getting out of hand…"he said to himself

"**WE HATE YOU SPIDER-MAN!"** yelled the symbiote controlled Reed, Ben, and Johnny. Johnny shot out a stream of black ooze again, but Spider-man was able to dodge again, and while he dodged Johnny's attack he didn't sense Reed stretch over and wrap around his waist and began to squeeze him.

"ARGH!"

"**WE HATE YOU…..YOU TRIED TO KILL US TWICE AND ALL WE WANTED TO DO WAS HELP! YOU SAID YOU LOVED US AND THEN YOU BETRAYED US! YOU WERE WEAK WITHOUT US! WEAK!"** growled Reed squeezing tighter and tighter.

"AHHHHHH!"

Suddenly, Reed was pushed away, which made him drop Spider-man who fell to the ground and started sucking in as much air as he could. Sue ran over towards him and formed a force field around the two of them. Reed, Ben, and Johnny, began to shoot black fire, pound and hit the force field as hard as they could.

"Are you okay" she asked

"No…where is the sound machine"

"It's destroyed"

"I'm not surprised"

"Any ideas, I can't hold this shield forever especially with Ben punching that hard"

"**YOU ARE WEAK WITHOUT US!"** they shouted

Spider-man looked at each of them and then he looked at Sue who was concentrating as hard as she could. He took a deep breathe and he slowly stood up.

"Let me out"

"Are you crazy they will rip you apart"

"No…..No they won't I have a plan…..at least I think I do" he whispered to her. "STOP! You're right….you're absolutely right I'm weak without you"

As the words left his mouth the symbiote controlled Ben, Reed, and Johnny stopped their attacks.

"You were only trying to help me…make my life better and what did I do…I never did thank you did I. No….I never did…..all I did was Reject you and try to kill you…..you have every right to be angry with me and I'm sorry…..I…I Love you….can you ever forgive me…..please say you can…..and…and take me back please" said Spider-man as sincerely as he could, while falling to his knees.

"What are you doing" Sue whispered forcefully.

"I told you I have a plan…now let me out" he whispered back.

Sue grumbled to herself but she released her shield. The symbiote immediately let go of Reed, Johnny, and Ben and tossed them to the ground. The separate parts rejoined into one symbiote and it slithered across the ground and then jumped and covered Spider-man.

"N-NOOO-OOOO" groaned Eddie from the ground who was still shaking in pain

* * *

**Spider-Man's Mindscape**

Peter was standing still and there was darkness everywhere, along with a calm silence.

BANG! He turned and he saw a younger version of himself and he was trying to wake his dead Uncle Ben.

"Wake up Uncle Ben" said the younger version

"_**You see…..with us we can help you find who did this and make them pay…..we'll make you strong enough to….."**_

"NO!" shouted Peter "You're not gonna make me strong…..I'm strong enough already, you're just trying to manipulate me, well guess what it stops…..NOW!' he shouted while closing his eyes and concentrating.

"_**What are you doing Peter Parker…are you…..are you trying to force us away**_"

"I don't need you" Peter chanted

"_**It won't work Peter Parker…..and you do need us" **_

"I don't need you"

"_**Yes…." **_

"NO! I DON"T NEED YOU! NOW GET OFF OF ME YOU GODDAMN PARASITE!" he shouted with every ounce of willpower in his body.

* * *

**Construction Building**

"Reed….Reed wake up"

"UGH" groaned Reed as he opened his eyes to see Sue kneeling over him "What happened"

"That alien symbiote took you over"

"What. Where is…"

"It grabbed Spider-man" replied Sue pointing. Reed lifted himself up and looked over and saw Spider-man sitting on his knees stock still.

"We have to get it off of him"

"How the sound machine is destroyed"

"Where is Johnny fire seemed to hurt it"

"HE and Ben are still unconscious"

"AGHHHHHHHHH!" shouted Spider-man

"What the" started Sue as she and Reed watched him scream at the top of his lungs and roll all over the ground as if he was in pain. Suddenly the symbiote ejected him away and went slithering across the ground, it let out a growl as it searched for a host. It turned it's head to the right and saw Eddie laying on the ground, and it began to slither towards him.

"S-Sue…..trap…." Spider-man said weakly. Sue closed her eyes and concentrated. The symbiote was inches away from Eddie when a clear blue dome blocked its path. The symbiote banged against the dome but it held strong. Suddenly the dome began to rise in the air and drift towards Sue.

"You're not going anywhere you've done enough damage for one day" she said to the entrapped alien.

"F-Finally…i-its…..ov-er" whispered Spider-man as he slipped into unconsciousness.

* * *

**Midtown High: Fall Formal: 8:15pm**

The fall formal dance was in full swing and all of the teens were having a good time. The music played loudly and the lights flashed brightly. The only teen in the whole gym that wasn't having a good time was one Mary Jane Watson. She was standing on the side drinking some punch that she knew someone had spiked. She took a big gulp and then threw her cup into the trash.

'_I don't se Peter, Harry, or Gwen….but then again I don't really expect either of them to show up…especially Gwen….._' she thought to herself, while reaching up to her eye and gingerly touching it, "Ouch" she whispered, "Could this day get any worse"

"Hey MJ" Flash called out

"Ugh…me and my big mouth"

"Hey how about a dance good looking"

"Flash for the umpteenth time….No"

"Fine I'm just trying to cheer you up seeing as how you're the only one without a date"

"Actually Thompson she does have a date" came a voice. Flash turned around to see Harry standing there in a form fitting black tuxedo.

"Me" he said taking a few steps forward until he was looking Flash in the eyes.

"You….Harry you're her date"

"That's right….and its Osborn to you Thompson" Harry replied narrowing his eyes slightly. Flash was about to respond, but a cold shiver ran down his spine as he looked Harry in the eyes. He swallowed hard and took a half step back.

"W-Whatever" he said briskly walking away. Harry watched him go and then he turned his eyes back to Mary Jane who was staring at him. His eyes roamed over her, she was wearing a simple yet elegant black dress and Harry could only use one word to describe her.

"Gorgeous" he said

Mary Jane didn't hear what he said because she was too busy staring at him. Harry always had a lean type of build, but now he had a broad shoulder muscular look to him like he had been working out heavily for the past few months or so, and he seemed….different.

"W-What"

"I said Gorgeous….you in that dress…black looks good on you"

"T-Thanks" she replied

The loud and fast past music that was playing cut off and a slow song began to play.

"May I have this dance Ms. Watson" he asked holding out his hand. She looked at his outstretched hand and she took it, he led her out onto the dance floor, where they began to slow dance. As they dance though Mary Jane kept shooting curious glances at him, and her glances didn't go unnoticed.

"Is there something wrong" he asked looking at her.

"No….n-nothing….well…..its just that…..you. Are you okay"

"MJ I've never felt better. In fact you can say I'm a brand new Harry Osborn" he replied gazing into her green eyes and pulling her closer.

"Har….."

"Shhhhhhhh" he replied softly leaning in and kissing her on the lips. Her eyes widen at first, but then she slowly closed her eyes and enjoyed the kiss.

* * *

**Baxter Building**

Reed Richards stood in front of a large Cylinder container that currently housed the black Alien Symbiote. He was running numerous scans and test on it to see exactly what it was and where it came from.

"UGH….What happen" came Ben Grimm's growling voice as he stomped into the lab.

"Ben you're up" said Reed stretching his body over to his best friend.

"Yeah….last thing I remember we were fighting that Venom guy"

"Ben…something amazing happened"

"What"

"You, Me and Johnny were the host to this parasitic lifeform" said Reed with excitement

"That's not amazing egghead…it's creepy" Ben replied

"Well yes, but think about all of the scientific…" Reed started

"Yeah Yeah science stuff…. I need a drink"

"Ben has Johnny and Spider-man awoken yet"

"Nahh they're still out in the infirmary" he replied stomping over to the symbiote in the container

"Not so tough now are ya"

The symbiote responded by bumping its head on the glass, but no matter how hard it hit, the glass head firm.

* * *

**Infirmary**

**BEEP BEEP BEEP** went the steady sound of the heart monitors that were hooked up Johnny and Spider-man. Both were still unconscious. Spider-man was still in his costume, mostly because Sue said they had to be respectful of his privacy. One of the heart monitors began to beep a little faster indicating that the person was waking up.

"Oh man…."came the voice of Johnny Storm, "What the heck happened"

"JOHNNY!" said a voice. Johnny sat up slightly and saw Gwen Stacy by the window; she started to walk over to him until she was standing next to him.

"Hey Gwen….what are you still doing here" he asked sitting up fully and leaning back against the headboard of his bed.

"You don't remember" she asked

"Ugh…oh yeah….you were sad about something and I wanted to know what it was…but I had to go"

"Yeah, whatever your emergency was it must've been something, because you, Spider-man, and The Thing were brought in by your sister and Dr. Richards"

"Ahh it was nothing…..another day in the life of the Fantastic Four, but enough about me….what's going on with you" he asked looking her in the eyes. Gwen looked down at her hands for a second and then looked at Johnny. She knew that he liked her, but the question that she was asking herself was did she like him. She thought about Peter and Mary Jane for a second and then she threw them out of her mind.

'_To hell with them'_ she thought, and then the answer to her question immediately became apparent.

"You know what Johnny it really doesn't matter"

"Of course it does Gwen" replied Johnny sincerely

"No it really doesn't, but…can I ask you a question"

"Anything"

"If…..hypothetically….if I…was your girlfriend, would you…..keep secrets from me or disappear without telling anyone where you're going or….or lie to me" she asked looking him in the eyes.

"Gwen, first of all I don't know how to keep a secret and second why would I want to disappear…that's my sister's thing, me I'm too much of a showoff and lastly I would never lie, to someone that I care about" said Johnny seriously

"W-Would you be there for me if I…" she started before Johnny leaned towards her and gently put his hand on her face.

"I would always be there for you….I promise and I always keep my promises"

Gwen sat still for a second before she started to lean forward and Johnny began to lean forward as well until their lips met in a kiss. Gwen and Johnny sat their kissing for a moment until they heard the heart monitor in bed next to them.

**BEEEEEEEEEEEEEEP! **

Gwen and Johnny broke apart to see Spider-man's bed empty and the door to the infirmary swish close.

* * *

Weakly Spider-man walked down the hallway of the Baxter Building.

'_S-She's….gone'_ he sullenly thought to himself. Walking down the hall Spider-man found himself in the main lab, where he saw Sue sitting on a force field watching the news on one the large flat screen television.

* * *

**TV **

"_Good Evening New York I'm Michelle Burns bringing you up to the date news. Tonight's top story the hero/vigilante Spider-man was in a battle of epic proportions against an assailant by the name of Venom. As you can see on your screen he and Venom have been battling each other all day long causing major amounts of property damage, but Venom has been apprehended. The identity of Venom is 20year old Edward Allen Brock. The police have him in custody and we are currently awaiting word for what will happen to the young man. In other news L. Thompson Lincoln was attacked today by an unknown flying figure. Lincoln's office was destroyed in an explosion and we have yet to hear from Mr. Lincoln because we are currently unable to contact him, but if you are watching this broadcast Mr. Lincoln you are in our prayers. Also the 17 year old Millionaire Harold Osborn the son of Norman Osborn dropped by the station earlier to finally give us a statement regarding the future of Oscorp. _

* * *

_Harry: Hello and thank you for having me, I apologize that my statement has taken so long and the reason for that is because my Father prepared me for a lot of things but just not talking to the media…..hahahaha…_

_On a serious note though, I'm pretty that everyone has heard about me taking over my Father's company, but I want all of you out there to hear it from me, from my lips to your ears. Yes, I Harold Osborn will be taking over and running Oscorp. I know that there is some controversy concerning me running the company, but I can assure you that I am fully capable. I may be only 17 years old but I'm every bit the man that my Father was and I aim to prove it. I will usher in a new Era at Oscorp, an Era that will rival the legacy my Father created….._

* * *

"_Bold words from such a young man, only time will tell if his statements prove to be true._

* * *

**Reed's Lab**

Sue was watching the news report when she turned her head and saw Spider-man standing next to her.

"Spider-man" she said in shock "You should be resting"

"I-I'll be fine…I'm a fast healer" he replied

"Spider-man you're up" came Reed's voice. Spider-man turned and saw him standing in front of the container that held the symbiote and he limped over, until he was standing in front of the container. The symbiote upon seeing him started thrashing wildly.

"Is that gonna hold it"

"Yes it will hold it indefinitely, until I can figure out what to do with it"

"Destroy it" said Spider-man

"I can't do that…..I know this creature has caused you pain, but it's a living entity and I can't in good conscious destroy it, there has to be a better more peaceful solution"

"I don't know egghead I agree with Spider-man" said Ben

"No Ben Reed is right there has to be a better solution"

"Says the people whose lives this thing didn't ruin"

"Spider-man"

"Dr. Richards…..I'm too tired to argue at this point….fine you don't want to destroy it, go ahead a keep it, but you better hope that it doesn't get out, because it almost killed us this time, imagine what its gonna do next time…..and something tells me it won't let us capture it again"

"Your concern is noted, but I assure you Spider-man it won't get out"

"Let's hope not" he replied limping towards the open balcony.

"Where are you going, you need to rest up you can stay here if you want" said Sue

"Not that's alright you guys have done enough" he said but before he left he took a deep breathe and turned back to face Ben, Reed, and Sue.

"Uh…look….I…I'm sorry for all of the trouble I've put you guys through…and…."

"Stop right there Spider-man…..we forgive you" said Ben

"…thanks"

"And if you ever need help again we'll be here for you" said Sue

"All four of us" came Johnny's voice as he and Gwen entered the lab. Spider-man looked at the two of the them but his eyes drifted towards Gwen and a lump formed in his throat.

"T-Thanks…..that means a lot" he said turning and heading for the edge of the Balcony. He put one foot on the ledge, but then he turned his head and he looked at Gwen one last time. As he looked at her, Gwen couldn't help but feel a sense of déjà vu almost as if she knew him, but before she could dwell on it, Spider-man jumped over the edge and shot a web and swung away into the night.

* * *

**The Next Day: St. Michael's Intense Psychiatric Ward**

"NO! LET US GO! WE ARE VENOM WE WILL CRUSH YOU LIKE BUGS!" shouted Eddie as two men in white outfits led him down a long hallway. Eddie was a mess, his hair was disheveled, his skin was pale and he had black rings around his eyes and he was drooling slightly. Eddie was also in a straightjacket and no matter how hard he struggled he couldn't get free. The police had deemed him insane once they had him in custody. Spider-man had stopped by the police precinct and explain everything to Captain Stacy, but when they tried to release him he stabbed an officer in the arm and kept calling himself Venom, so until Eddie became normal again they deemed it necessary to send him to a psychiatric facility.

The two orderlies came to a stop in front of a white metal door.

"Okay here we go" one of them said while looking at the chart, but when he looked at the chart his eyes widen in shock "Hey Greg…this room is…his cell mate is…."

"Yeah I know. I wouldn't want to be this guy" replied Greg pointing at Eddie

"Well why can't we put him someplace else"

"You know why cut backs….so some of these crazies are gonna have to have cellmates"

"But…..this guy"

"Hey I don't make the rules" said Greg opening up the door, "Okay kid home sweet home"

Eddie was shoved into the white padded room, and the door was shut quickly behind him.

"YOU CAN'T DO THIS TO US!" Eddie shouted getting up off of the padded floor. He ran and banged his shoulder against the door.

"WE ARE VENOM! WE WILL GRIND YOUR BONES INTO DUST RIGHT AFTER WE KILL SPIDER-MAN AND HIS FRIENDS! DO YOU HEAR US!" he shouted at the top of his lungs.

"They can't hear you…but I can" came a voice from within the room. Eddie whipped around to see a man with wild red hair, green eyes, and a crazy grin on his face. The man was wearing a straightjacket as well.

"WHO ARE YOU! ANSWER US!"

"Where are my manners" he replied standing up and walking to Eddie, "My name is Kasady….Cletus Kasady I'm your new cellmate and I would love it if you told me more about Spider-Man….HAHAHAHA!"

* * *

**End Chapter: ****Read and Review. Hey Readers it's me Nomad88 back with the closing comments I hope everyone enjoyed the chapter and Enjoyed the whole Venom and black suit story arc, because this isn't the last time you will see them, they will be back, but it will be some time before our hero runs into them again. If anyone has any question for me just send me a message and I'll get back to you ASAP. Just remember to Review and let me know what you thought about the chapter was it epic or was it weak, and then meet me back here for the next installment, this is Nomad88 saying until next time…..**

**Ps: If you haven't read he latest chapter to Batman Beyond: Volume 1 remember to head on over and check it out and let me know what you think…..thanks. Oh and also for some reason the break lines keep dissapearing everytime I upload a chapter can anyone tell me why that keeps happening...thanks...later**

**Next up: The Brand New Osborn**


	39. The Brand New Osborn

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact all credit goes to MARVEL, STAN LEE, and of course DISNEY. THEY ARE THE OWNERS, not me, I'm NOT making any money off of this story. NO MONEY is being exchanged or handed to anyone so please find it in your heart to NOT SUE ME. Please DO NOT SUE ME!...I have no money…thanks…..on with the story. **

**Hey Readers I'm back again with a brand new chapter in the Spider-man Universe, I hope everyone is enjoying the story, because we got a long way to go before we're finished. All that's really left to say is Read, Review (Feedback is Golden) and lastly ENJOY…..**

* * *

**Chapter 34: The Brand New Osborn**

**Flashback Days Ago: Osborn Manor**

Harry Osborn sat in his father's study with his phone in his hand. He couldn't think of a way out of the situation with L. Thompson Lincoln and Hammerhead, so it was then that he decided that he needed to talk to someone, and the first person that came to mind was his best friend Peter Parker. He had already tried to call him a few times, but so far Peter hadn't answered, but he didn't stop trying, he desperately needed some help. Harry flipped open his phone again and he dialed a few numbers and he waited.

**RING! RING! CLICK! **

"What"

"Peter, Where have you been I've been trying to reach you I have a serious Problem someone is trying to k…" Harry started frantically.

"Harry I really don't care about your problems, every time I look up you have some problem that you want some else to solve for you Hey Harry here's a crazy idea why don't you solve your own Problems….BE A MAN AND THINK FOR YOURSELF!" shouted Peter before hanging up the phone, with a loud audible click.

Harry took the phone away from his ear and he looked at it with shock

"Pete….." he said in shock

"I think I like your little friend Harry….he and I both think the same thing" came a voice. Harry's head shot up to see an image of his Father Norman Osborn standing before him, talking in that same condescending tone that he always used.

"You really need to start being a Man and taking care of your own problems"

"SHUT UP!" roared Harry standing up and attempting to pass the image of his father, but surprisingly the image grabbed him and spun him around to face him.

"BE A MAN HARRY! DO WHAT NEEDS TO BE DONE!"

"GET OFF OF ME!"  
"BE A MAN!"

Harry closed his eyes tightly and wished with all of his might that his father would just go away. After a few second Harry slowly opened his eyes and his father was gone, he slowly backed up until he hit the desk. He slid down the desk until he was sitting on the floor.

"God what am I supposed to do" he said to himself out loud and in despair, "I-I….gotta go to the police….but that Lincoln guy owns the police. Wait…Wait….what about Gwen's Dad…maybe I can go in and ask to see him…..maybe he could help me" Harry continued hoping to God that he has found a way out of the situation he currently found himself embroiled within.

* * *

**Few Days Later: Williamsburg Bridge**

"OH MY GOD!" shouted Harry as he was dangled upside down over the Williamsburg Bridge. He looked down and he saw the long fall and the murky water below, "PULL ME BACK UP!" he yelled at Hammerhead who had both of his feet in his hands.

"Sign the company over to Lincoln" he replied

"I-I CAN'T I-IT'S MY FATHER'S….. I CAN"T" Harry yelled back

"Your pops is in Jail, he ain't callin the shots anymore you are, so what's excuse number 2"

"I-I…CAN'T DO IT!"

"Yes you can"

Harry glanced up at him and then he looked at the water below

"okay" he said

"What was that kid I couldn't hear ya" Hammerhead taunted

"I SAID OKAY!"

Hammerhead chuckled to himself and then pulled Harry up and dropped him on the ground. Harry immediately scooted back from the edge and away from Hammerhead.

"Now ya see kid was that so hard"

Harry balled up his fight and looked up at Hammerhead

"Listen kid I expect a contract in my hand signed by you saying you are turning over Oscorp to L. Thompson Lincoln by tomorrow….you got me" he said looking down at the half frightened and half angry Harry Osborn.

"…"

"DO YOU GOT ME!"

"yeah" he answered in a low voice.

"Good" replied Hammerhead straightening his suit, "Pleasure doing business with ya Osborn" he continued as he turned and began to walk towards the steps that led down to the street below. Harry continued to glare at his retreating form. Once Hammerhead left Harry shakily stood to his feet, he while still trembling slightly reached into his pocket and pulled out his cell phone. He dialed several numbers and he waited for the other person to pick up the phone

"Hello" came the voice on the other end

"Dr. Stevens I need you to come and pick me up"

* * *

**Limo**

Harry sat in his seat staring out of the window with a blank expression on his face. He had come so close to death and he was no closer to solving his problem of turning the Oscorp Company over to Lincoln. Dr. Stevens sat next to him looking at him with a curious eye. She hadn't yet said anything to him, she was patiently waiting for him to tell her just what he was doing at the Williamsburg Bridge but so he hasn't said anything and they were almost at Osborn Mansion. Dr. Stevens shifted in her seat until she was facing him.

"Harry…..are you going to tell me why I had to come and pick you up from the Williamsburg Bridge" she ventured.

Harry continued to sit in his spot just staring out of the window, but unknown to Dr. Stevens Harry was mostly staring at his reflection, but as he was looking at his reflection it suddenly turned into an image of his father, Norman Osborn.

"Well it seem you handled that situation rather well boy….you do a father so proud" said the reflection, with a sneer on his face.

"shut up" he said softly

"Excuse me" said Dr. Stevens scrunching up her eyes in confusion. Harry turned to her and looked at her. Dr. Stevens recoiled slightly because within Harry's eyes she could see a mixture of several emotions: anger, sadness and the most prominent emotion that she saw was fear.

"Har…" she started before the limo came to a stop in front of the Osborn Mansion. Harry quickly turned away from her and opened his door. He practically ran through the doors and into his mansion. Dr. Stevens could only look at him as he ran away.

* * *

**Norman's Study Office**

Harry burst into his Father's study and slammed the double doors behind himself, and he slid to the ground breathing heavily.

"HAHAHAHAHA" came a laughing sound. Harry searched for the Laughing and he saw the chair at the desk swing around and his Father, Norman Osborn was sitting in the chair laughing at him, "The walls are closing in around you boy and this is how you react….Pathetic" he said standing up and walking around the desk, "PATHETIC!"

"SHUT UP!" roared Harry standing up, he stormed over to his father until he stood directly in front of him, "ALL YOU'VE EVER DONE IS TELL ME HOW USELESS I AM….I…AM NOT…..USELESSSS YOU BASTARD! DO YOU HEAR ME!"

"Oh we hear you boy" came another voice. Harry turned to see another image of father storming up to him.

"Your words mean nothing" the second image said

"NOTHING!" both images roared at Harry. Harry stumbled away from the second image of his father and he fell down to the ground.

"ACTION!" they shouted.

"IT IS YOUR ACTIONS THAT PEOPLE REMEMBER!" came another voice. Harry looked to his right and he saw a third image of his father appear.

"ACTION DICTATE STRENGTH!" he shouted

"TAKING ACTION IS HOW YOU ASSERT YOUR AUTHORITY!" a fourth one shouted

"TAKE ACTION AGIANST THOSE THAT DARE STAND IN YOUR WAY!" a fifth one shouted

Soon the whole study was filled with apparitions of Norman Osborn and they were all shouting and talking at once belittling him and telling him to take action. Harry put his hands over his ears trying to tune them out but he couldn't his father's voice was too strong.

"SHUT UP! I HATE ALL OF YOU!" Harry roared standing to his feet he grabbed a half empty bottle of liquor that was on the desk and he threw it at the nearest apparition of his father. The bottle of liquor soared at the image of his father who was standing by a long mirror. The bottle crashed through the mirror and Harry heard it crash onto solid ground, and he saw a light turn on from within in the broken mirror.

Suddenly all of the apparitions of Norman faded away. Harry looked around in confusion and then he looked at the destroyed mirror and the light that shone through. He cautiously stepped towards the mirror, and he peered through and into the secret chamber and his eyes instantly widen at what he saw. Behind the destroyed mirror was a cache of weapons, more specifically Goblin themed weapons. He took his time as he surveyed all of the weapons, from the long razor sharp blades to the orange pumpkin bombs, the glider, but all of that paled in comparison to what Harry's eyes finally settled on; The Green Goblin costume.

"I took action against my enemies" whispered Norman's voice in Harry's ear.

"No…you went insane"

"True…..there were…..setbacks and a few unanticipated variables…..but the point is that I didn't sit around and wait for my enemies to take my company…..like the board members for example…..and I didn't sit around and wait for someone to…..kill me"

"…" Harry didn't say anything; he turned to the apparition of his father and glared at him.

"I know that you hate me Harry…..use that hate Harry…..use it to succeed where I failed….take action against those that have tried to harm you….and tear apart what I have built….be a true Osborn…be the son that I've always wanted" the apparition said while grasping him by the shoulders and staring into his eyes.

Harry could nothing but stare at him, he hated his father with a passion, but at the same time all he ever wanted was to win his Father's approval and he finally had a way to do that, destroy his Father's enemies. Harry slowly turned away from the apparition and he looked at the Green Goblin costume. He walked over and removed the Goblin mask from the costume and he held it in his hands. He stared into the yellow eyes, and as he stared in the eyes he started to think about what Dr. Warren has said to him about being able to make him faster and stronger, strong enough to beat anyone.

"Do it Harry" said Norman. Harry glanced behind him again, but only this time Norman was in full Goblin gear.

"Continue my Legacy" said the Goblin

Harry turned around to fully face the Green Goblin apparition. He gripped the Goblin mask in his hands tightly and then he reached into his pocket and pulled out his cell phone and dialed a few numbers.

**RING! CLICK!**

"Hello"

"Dr. Stevens"

"Harry"

"I need you to come back to the Mansion"

"Why"

"I'll explain once you get back"

"Harry I…." she started

"NOW!" he shouted before hanging up the phone, still staring at the Green Goblin.

"You're finally becoming a man….son. Do make me proud" said the Goblin as he faded away.

* * *

**Hour and a half later: Oscorp lab**

Harry and Dr. Stevens entered the lab and Harry saw that it was till half-way destroyed.

"This place is a mess" he said to Dr. Stevens

"I know, I'm trying to get it rebuilt we just have to clear a few things first….namely our image, so we can get new investors" she replied

"Oh….well we can do that later right now I need to find Dr. Warren…where is he" said Harry turning to her.

"Why do you need to see him?"

"Dr. Stevens this is really important I need to see him. Just take me to him" he said forcefully.

"Harry if you and I are going to run this company together we need to get something straight. I'm your partner….not your assistant…..and not your lackey. The only way I'll take you to see Dr. Warren is if you tell me what the hell is going on with you….and you better do it now" she said putting her hands on her hips and glaring at him.

"FINE!" he shouted at her "You want to know what's going on, well here it is…..L. Thompson Lincoln is trying to take over this company….."

"Ha that's nothing new…."

"Let me finish…..he sent one of his goons after me. A guy named Hammerhead, he told me that if I didn't have a contract to give him tomorrow saying that the company belonged to Lincoln he was going to kill me…that's why you had to pick me up from the Williamsburg Bridge that asshole had just finished dangling me over the edge….."

"Oh my God" she whispered seeing him in a new light, he was scared '_No wonder he's been acting strange_' she thought to herself

"I'm at my wits end Dr. Stevens"

"Harry why didn't you tell me earlier I-I could've helped you….we can hire more security….."

"No….something tells me hiring more security isn't gonna stop someone like Hammerhead…..or Lincoln for that matter. No I have to take care of this myself. I have to show them I'm not afraid and I will not hand them anything" he said with determination.

"And how do you plan on doing that"

"Dr. Warren. He said that he knew of a way to make me faster and stronger" replied Harry.

"How….." she started before a light bulb went off in her mind…and she instantly knew what Miles had been secretly whispering to Harry. He was planning on injecting him with the performance enhancer, "That Son of a Bitch"

"Now Dr. Stevens it's not nice to talk about someone behind their back" came a voice.

Harry and Dr. Stevens turned to see Dr. Warren step out of the secret Elevator and into the lab.

"Where did that elevator come from" asked Harry

"YOU BASTARD WHAT HAVE YOU BEEN FILLING HIS HEAD WITH!"

"Harold my dear employer so good to see you" said Dr. Warren ignoring Dr. Stevens and walking towards him, but as he got close to Harry, Dr. Stevens grabbed him by the front of his white jacket and shook him.

"ANSWER ME!"

"LET GO WOMAN!" he shouted wrestling himself from her grip

"SHUT UP!" came Harry's voice walking to them, " Dr. Stevens stop it, Warren you said you could make me stronger and faster…..can you still do it" asked Harry

"Of course I can….in fact I can do it right now if you want"

"Yes" he answered quickly.

"Harry No" went Dr. Stevens before being interrupted

"Excellent step into my office" he said pointing to the elevator. Harry started for the elevator when Dr. Stevens grabbed him and turned him to face her.

"Harry listen to me….this is a bad idea…this is wrong….you can not"

"Dr. Stevens….I know this is a bad idea….but my mind is made up. I have to do this" he said breaking away from her and going towards the elevator. Dr. Stevens let out a frustrated sigh and then glanced up at Dr. Warren who had a smug smile on his face. He turned away from her and headed for the Elevator.

'_This…..is not gonna end well'_ thought Dr. Stevens as she reluctantly made her way over to the elevator.

* * *

**Underground Lab**

The elevator came to a stop and the doors opened. Harry's eyes widen slightly as he saw the underground lab.

"Wow" he whispered as he walked through the doors and down the stairs. He saw a large computer, a few work stations, but his attention was mostly drawn to a medium sized chamber that had a human shaped metal table in the center. It had black straps on it and long needles and tubes hanging above it.

"Now Harold…."

"Call me Harry…..I hate the name Harold"

"Very Well…Harry…I had anticipated your arrival so the machine is already prepped and ready to go. All I need you to do is take off your shirt and lay on the table" said Dr. Warren passing him and going over to computer. Harry shook himself from his stupor and went towards the chamber. He opened it and then went inside and did as Dr. Warren told him. Dr. Warren finished his typing and went inside the chamber. He proceeded to strap Harry down onto the table. He reached up and grabbed one of the hanging needles and he inserted it into Harry's arm.

"Dr. Warren"

"Yes….Harry"

"I…Are you sure this will work. I mean I want to be faster and stronger…but I don't wanna be like my Father….you know crazy"

"You can insult me all you like…..but never my work. I've made some revisions to the formula…completely crazy free"

"Good…..let's do this" said Harry

"Of course" replied Warren _'Idiot'_ he thought to himself.

Dr. Warren walked out of the chamber and it closed behind him. He went over to the computer where Dr. Stevens was standing and typing into the computer. He quickly grabbed her hand and stopped her.

"Don't do that"

"I'm just checking"

"NO need" he replied dropping her hand. He quickly typed in a few key strokes and he pressed begin.

* * *

**Inside the Chamber**

Harry laid on the table in his restraints looking at the ceiling. He glanced to the side when he heard the chamber start to make strange sounds. His gaze returned to the ceiling when he heard vents opening. From the vents a thick green fog began to drift into the chamber. Harry looked at the gas and his eyes widen when the green gas formed into his father's face

"Congratulations you have taken the first step into becoming the son I've always wanted" the smoke whispered right before it engulfed him, washing over his entire body. Harry took a deep breathe and inhaled the gas and immediately felt a burning sensation spread throughout his entire body.

"GAHHHHHH!" he shouted

* * *

**Outside the Chamber**

'_It might not be the way that Norman received his gift but still the same effects…muscle increasing by 2.5% and growing. Now all I have to do is draw his blood at the precise moment….an…..'_ Warren thought to himself before being grabbed by Dr. Stevens

"WHAT THE HELL ARE YOU DOING!"

"What does it look like"

"I thought you were giving him the performance enhancer"

"I never said that, the performance enhancer wouldn't give me the results that I needed"

"So you gave him OZ!"

"Of course"

Dr. Stevens let him go and pushed him away and began to start typing into the computer to attempt to stop the procedure, but she didn't get far before Dr. Warren grabbed her and slapped her across the face. He turned to the computer and started typing his own key strokes into the computer.

* * *

**Inside the Chamber**

"RAHHHH! AHHHHHHHHH!" yelled Harry as he violently convulsed on the table. While he was convulsing the needle that was in his arm began to draw some of his blood.

* * *

**Outside Chamber**

"TURN IT OFF MILES!" shouted Dr. Stevens standing up

"I'm afraid we're beyond that point now my dear" he said with a smug smile.

"YOU'RE GONNA KILL HIM OR WORSE MAKE HIM LIKE NORMAN….INSANE!"

"I DON'T GIVE A DAMN ABOUT THAT KID THE ONLY THING I CARE ABOUT WOMAN IS SURVIVING AND THE KEY TO MY SURVIVAL IS IN THE BLOOD OF AN OZ ENHANCED INDIVIDUAL! I would not have had to use him if you had not made me destroy those vials of Norman's Blood"

"You…..You….." she started before she heard the unmistakable sound of a heart monitor flat lining. She turned to the chamber and saw Harry lying deathly still on the table.

"NOOOO!' she shouted in fright. She shoved Miles to the side and rushed to the chamber and began to frantically try to pry the chamber open.

"OPEN THE GODDAMN DOOR MILES!"

Dr. Warren turned to the computer and pressed a button. The vents began to suck up all of the excess Oz gas and once the chamber was clear the doors slide open. She ran into the chamber and up to Harry who still wasn't breathing.

"No…I won't let you die on me Harry" she said while quickly unstrapping him. She positioned her hands on his chest and began to perform CPR.

"1…2…3…4…..5" she counted.

* * *

**Harry's Mindscape**

"HELLO! WHERE AM I!" shouted Harry. He was floating in nothing but pure blackness.

"HELLO!"

"QUIET!" a voice roared out through the darkness.

"Whoa" said Harry as he suddenly stopped floating and he started to plummet, "AHHHHH OOOMP" he grunted hitting the ground. Once he hit the ground he heard the sound someone walking towards him. Their shoes echoing throughout the darkness Harry lifted his head to see a pair of black shoes in his face. He slowly continued up and saw the familiar form fitting blue business suit that his father always wore, but then Harry's eyes widen once they reached the head because staring back at him was himself. Only this version had his hair slicked back and an angry scowl on his face.

"What the h…"

"Get up Harry"

"Who…"

"GET UP!" shouted the angry version of himself.

Harry slowly rose to his feet and met the eyes of the alternate version of himself.

"W-Who…are…"

"Really….are you really going to ask that question. Who the hell do I look like" he snapped

"Me…..you're me"

"Bingo. I'm you…or at least what you aspire to be"

"What do I call you?"

"Harold Osborn" he said without hesitation

"Harold" replied Harry incredulously

"It's entirely better than Harry"

"I beg to differ"

"I don't beg at all"

Harry took a step back form Harold and gave him another once over and then he looked around.

"Where are we"

"Your…..or rather our subconscious" Harold responded

"Subconscious"

"That's right"

"How did…."

"Good Lord….. Think Harry….what was the last thing you remember"

"…..I-I….the gas"

"There you go. The gas caused a traumatic transformation in your body and sometimes when the body goes through something traumatic the conscious mind retreats to the subconscious"

"You mean…I'm in a coma" asked Harry with raised eyebrows

"Well look at that….you do have a brain. Yes you could call it a coma….but that's not what you're going through"

"And what am I going through"

"As accurately as I can put it your body….is in an idle state" said Harold as he began to slowly circle Harry.

"….Idle state…..so how do I become un-idle" he ventured.

Harold completed his circle by standing in front of Harry boring into his eyes.

"A choice needs to be made" Harold stated

"Choice….what choice"

"Whose gonna take control of this body….you or me" said Harold seriously

After hearing that Harry took a few steps away from his counterpart and looked at him strangely.

"Wait….Wait…..take control…..no no this is my body"

"Not anymore as of now its our body until you and I can come to an agreement as to who would benefit more from having control….you the sniveling coward or me the new enhanced version of you…I vote me"

"….that gas…..that gas created you didn't it. Oh No….I'm like my Dad now aren't I…..I'm crazy"

"No Harry you're not crazy"

"I'm talking to myself how is that not crazy"

"Okay you're right you are crazy which is why I probably need to take over thing for a while" said Harold walking towards Harry.

"But Dr. Warren…. he said he fixed the gas…..he said it was crazy free"

"Here's the thing Harry…..HE LIED!" shouted Harold "It's a fact life you have yet to grasp…people lie"

"W-Why would he do that"

"There are many reasons why people Lie Harry…..to further their own gain…cover up their intentions, the list goes on but the point of the matter is that Warren is the least of your problems"

"Listen Harold…this is my body my mind GOT IT! There is no negotiations, no bargaining. There is no you, there is only me understand…..now I want out" Harry said forcefully

**CLAP! CLAP! CLAP!**

"Bravo Harry Bravo I almost believed you for a second, but then I remembered that you're a weakling" Harold replied before lashing out with a powerful left hook that knocked Harry down to the ground. Harold then kicked him in the stomach as hard as he could making him skid back a few feet.

"Oh Harry you disappoint me. I tried to do this the easy way by giving you a choice, but you chose poorly so now I'm telling you. This is my body" said Harold in a low and menacing voice. Harold walked forward and bent down and hoisted Harry up with one hand. The landscape suddenly changed from darkness to a deep dingy looking dungeon. Harold took a few steps until he stood in front of a cell.

"In you go Harry" he said tossing Harry inside and shutting the cell door.

"NO!...YOU….YOU CAN"T DO THIS!" shouted Harry grasping the cell bars.

"I already did….don't worry I'll take good care of your life…..or should I say….our life" said Harold laughing as he turned and walked away.

"WAIT! NOOOOO! YOU! CAN"T! DO! THIS! NOOOOOOOOOOOOOOOO!" shouted Harry as the lights in the dungeon started to dim and finally they went out leaving him once again in utter darkness.

* * *

**Inside the Chamber**

"1, 2, 3, COME ON HARRY!" yelled Dr. Stevens while performing CPR. Suddenly as she was leaning down to blow air in his mouth his eyes snapped open and looked at her.

"H-Harry…oh thank God….I thought….."

"Back away"

Dr. Stevens eyes widen at his statement

"Wh-…"

"Now Stevens" he repeated. Dr. Stevens slowly back away from him. Harold slowly rose from the table and he sat perfectly still. He held up his hands and he looked at them and then at the rest of his body. He let a smile creep along his face and he closed his eyes and took a deep breathe and he savored every single smell as if it was his first time breathing and to an extent it was his first time.

"Har….." Dr. Stevens started

"Shhhhhhh" he whispered to her, "WARREN DID IT WORK!" he shouted out

Dr. Warren looked at the computer and at the readings

"Yes it worked…you are now on you're father's level"

"Excellent" he said to himself flexing his muscles and seeing his bicep bulge out. Harold then hopped off the table and swiftly walked out of the chamber.

'_I need time to prepare'_ he thought to himself.

"Stevens call a board meeting three days from now and tell them I want everyone there by 8:00 am and not to be a minute late got it" he said over his shoulder before coming to a stop.

"Har…"

"GOT IT!" he shouted turning to her slightly

"Got it" she replied softly looking at him in shock

"Good…..Warren….clean this place up…and good work" said Harold as he exited the underground lab through the elevator.

* * *

**Three Days Later: 8:30 am: Oscorp Meeting room**

The board members were all sitting in the meeting room patiently waiting for the new CEO of Oscorp to arrive"

"Where the hell is this damn kid" growled out Mr. Orland.

The rest of the board members were wondering the same thing, but while they were wondering about Harry's whereabouts, none of them noticed the soft ticking sound. Under the long brown and expensive meeting table were several pumpkin bombs tied together and they were counting down….3…2…1.

**KABOOOOOOOOOOOOOOM!**

* * *

**Outside of Oscorp**

The people that were outside of the Oscorp facility turned to the sound of an explosion in shock.

"Oh My God" several people shouted out as they saw the flames coming from one of the office buildings. Nearby a black limo was parked outside of the facility and across the street. The black tinted window rolled down and the face of Harold Osborn peeked out.

"Meeting Adjourned" he said while watching the flames, "Driver…..Francisco's Deli"

The tinted window rolled up, just as the limo started up and drove down the street.

* * *

**Francisco's Deli 9:00 am**

Harold Osborn walked into the Deli and with his eyes he scanned for a certain someone. The people in the Deli looked up at him with curious eyes because usually the business types don't come to this particular Deli. Harold was wearing a form fitting dark blue business suit, with a white shirt and a red tie. He had his reddish brown hair slicked back and a duffel bag on his shoulder. Harold stopped his scan of the deli when his eyes landed on his target: Hammerhead.

Hammerhead was sitting in a booth reading the paper and eating a sandwich. Harold proceeded to walk over to the booth.

"Is this seat taken" he asked

"How did you find me here kid" asked Hammerhead without looking up from his paper. Harold smirked a bit and sat down across from Hammerhead.

"My Father is a man of great detail. He had notes on you and Lincoln's movements and…favorite places to eat. I think before he got caught he was planning to kill you".

"Hmph….too bad. I think your old man would've made for a good fight" said Hammerhead putting his paper down, "Anyway now that you're here you've saved me a trip. It's been three days, correct me if I'm wrong but didn't I say I wanted that contract the next day I…" started Hammerhead before being interrupted.

"I know it's been three days but you have to understand something Hammerhead handing over a company is more involved than you think there are certain channels that I have to go through, certain people that I have to bribe to make such a transition like that go smoothly…"

"I don't give a damn about channels you're lucky that I've waited as long as I have but no more…..do you have the contract" said Hammerhead with an edge in his voice.

"I've got something better" replied Harold

"There is no negotiation here kid"

"Everything is for Negotiation…..you just need the right bargaining chip" replied Harold picking up the duffel bag and placing it on the table.

"What's that?"

"That is 1 million dollars…..and all of it is yours"

"I'm not for sale"

"Everyone is for sale and this is a very generous offer. No doubt a bigger pay day than anything Lincoln ever gave you"

"….doesn't matter…..I'm loyal"

"Yes…all dogs are loyal…..that is until a better master comes along" said Harold leaning back in his seat. He could see the anger in Hammerhead's eyes, "Aren't you tired of being a leg breaker for Lincoln"

"…."

"Well Hammerhead…this is your chance I'm giving you 1 million. That is a lot of dough…imagine what you could….."

"No thanks"

"No thanks" Harold repeated.

"If I take your money what does that say about me"

"It says you're a forward thinker. A man that…"

"A man that's a two bit back stabbing piece of low life garbage. I'm a loyal employee despite the fact Lincoln is a son of a bitch. When I'm ready to move up in the world I won't need your help and Lincoln won't know what hit him….Now I believe this discussion is over" said Hammerhead standing up. He then leaned in close to Harold.

"Listen kid coming here and trying to bribe me took a lot of balls and its earned you an extra few hours, because I'm such a generous guy. I expect a contract from you by 7:30pm…..you got me 7:30 and don't try to leave town because we got people everywhere watching your every move…..you got me"

"Yeah…..I got you, I'll have it ready" replied Harold

"Good" said Hammerhead walking away from the booth and leaving the Deli.

"Idiot" said Harold watching him leaving. He pulled out a cell phone and dialed a few numbers, "Steven's did you get all of that…..good, the photos…good. Meet me at the mansion" he said while hanging up the phone.

"Everything is falling into place" he continued while getting up and leaving the Deli.

* * *

**Later that Day: 6:15pm **

Hammerhead strolled into his office at Lincoln's company and the first thing he saw was an envelope on his desk.

"What the hell" said going to the desk and picking up the envelope. He opened it and a card fell out. He picked up the card and looked at it. On one side of the card was blank but on the other there was a picture of a yin and yang symbol and in big bold print under the symbol was only one word.

"Negative" said Hammerhead reading the card.

**RING RING** Hammerhead went to the phone that was on his desk and picked it up

"Yeah"

"GET IN HERE NOW!" growled Lincoln on the other end before the he hung up. Hammerhead slammed the phone on the receiver and grumbled to himself as he made his way out of the office and to Lincoln's who was on the top floor of the building.

* * *

**Lincoln's Office**

Hammerhead walked into Lincoln's office and saw Lincoln sitting at his desk with a tape recorder playing loudly.

_"__**I'm ready to move up in the world. If I take your money, I'm loyal, Lincoln is a Son of a Bitch!" **_went the tape recorder loudly in the office.

"Care to explain" came Lincoln's voice menacingly

'_That damn kid set me up'_ Hammerhead thought to himself while balling up his fist, "Obviously that tape is a fake"

"Is it" replied Lincoln picking up some papers on his desk and throwing them across the floor where they landed at Hammerhead's feet. He looked down and saw photos of him and Harold together talking in the Deli.

"I was wondering why it was taking so long for Osborn to sign the company over. Now I know why" said Lincoln standing up and walking around his desk.

"Lincoln this is not what it look like"

"I know Hammerhead"

"You do"

"Of course I know you're a loyal employee"

"Good because I…." he started before Lincoln pulled out a gun

"Don't do this Lincoln"

"Quiet. I know you wouldn't go behind my back for Osborn, but I do know you would try to go behind my back for yourself. I've been watching you Hammerhead and you fancy yourself a potential player in the game of things, but I got news for you. You're nothing…you're less than nothing, a muscle for hire that can be easily replaced and I believe now it's time for that to happen. I can't have people on my team that thinks for themselves. I do all of the thinking…..while you and everyone else do the leg breaking" said Lincoln with a smirk on his face.

"Is that so" growled Hammerhead.

"Yes" he replied getting ready to fire, but before he could, the glass window in his office was smashed open and two orange pumpkin bombs rolled into view.

"What the hell"

**BABOOOOOOOOOOOOM!**

* * *

Lincoln and Hammerhead were thrown across the room in different directions both crashing into something with extreme force. A figure on a familiar looking glider flew into the office and hovered in the air for a second. The figure hopped off the glider and landed with a thud on the floor.

"LINCOLN!" shouted the figure searching the room.

L. Thompson Lincoln was starting to recover from the bomb, when he felt someone grab him by the front of his suit and pull him up. He cracked open his eyes to see who it was, and all he could make out was an orange hood.

"W-Who….."

"Who do you think it is Lincoln" replied the figure before pulling back the orange hood to reveal a hideous green mask "IT'S THE GREEN GOBLIN! HAHAHAHAHAAHA!" he laughed

**CRUNCH CRUNCH!** The Green Goblin turned to left to see Hammerhead charging head first. Hammerhead rammed the Green Goblin with his steel flat head causing him to go flying back and into the wall hard.

"I'll deal with you in a second kid, but you first Lincoln" growled Hammerhead grabbed the dazed Lincoln and giving him a hard head butt.

**CRACK!** Went the sound of Hammerhead head butting Lincoln again.

"I'm less than nothing huh"

**CRACK!**

"A muscle for hire"

**CRACK!**

"Easily replaced am I" he growled. He was about to head butt him again when a thick wire wrapped his body. He turned and saw the Goblin had his wrist extended and the wire was connected to some type of device on his wrist. The Goblin using his enhanced strength tugged on the wire and tossed him across the room.

"No Hammerhead…..he's mine to kill"

Hammerhead tumbled across the ground roughly; he growled to himself and quickly stood up. He lowered his head and began to charge at the Green Goblin, who jumped to the side avoiding the ram. Hammerhead straightened up grabbed the wire and then gave his body a sudden twist and the wire that was still connected to the Goblin's wrist gauntlet yanked him forward. The Goblin flew towards Hammerhead who reared his head back and delivered a head butt to the approaching Goblin knocking him down to the ground.

"Oomph" grunted the Green Goblin as he hit the ground. The Goblin attempted to look up, but that head butt had hurt him. Hammerhead growled and was about to stomp on the Goblin, but then suddenly he was kicked away. The Goblin then felt himself being grabbed from behind and someone wrapping their arm around his throat tightly choking the life out of him.

"ACK!"

"YOU'RE INSANE JUST LIKE YOUR FATHER, BUT DON'T WORRY YOU'LL JOIN HIM SOON ENOUGH!" growled/yelled Lincoln applying a tremendous amount of pressure on his throat. Spots started to swim in his vision. Acting quickly he pressed a red button on his wrist gauntlet and his glider roared to life and flew around the room. The glider flew and rammed Lincoln in the back propelling them forward and out of the window. The wire that still attached to Hammerhead gave a violent tug and he was yanked out of the window and into the night sky as well.

* * *

The three enemies flew through the air at break neck speed. Lincoln with his free hand grabbed the glider tightly and let go of the Goblin who began to plummet bringing Hammerhead with him

"YOU STUPID KID DO SOMETHING!" Hammerhead shouted. The Green Goblin pressed the same button again and the glider Lincoln was hanging onto dipped and dived after him. The Glider flew lower and lower until the Goblin was to grab hold with one hand and then it leveled off. Lincoln cocked his fist and punched him in the face. He cocked his fist back again and hit him again and again. Lincoln punched his enemy hoping to make him lose his grip, but he held strong. The Goblin brought his foot up and kicked Lincoln in the stomach hard winding him for a second. The Goblin took that second to let go of the glider and grab onto the dangling Lincoln adding his weight and Hammerhead's weight onto Lincoln's grip.

"THE HELL ARE YOU DOING BOY!" shouted Lincoln

"Finishing this" he replied. Suddenly an electrical shock erupted from the Goblin's gloved hands. The electricity surged through Lincoln's body making him let go of the glider and sending all three plummeting to the ground below.

As they were falling the Green Goblin pressed the release on his wrist gauntlet separating himself from Hammerhead. From there he grabbed ahold of Lincoln and used him as a shield. The three continued falling until a building came closer and closer.

**BAM!** Echoed the sound throughout the area, as they crashed through the roof an apartment building. The speed in which they were falling combined with gravity not only made them crash through the roof but several other floors of the building. Floor after floor they crashed through until they hit the bottom floor.

After a few intense seconds the Green Goblin slowly rose to his feet. He swayed slightly before straightening up his body and turning to Lincoln and Hammerhead who were unconscious.

"I-I…w-win….hahahahaha" he laughed to himself, as his glider flew through the hole and towards him.

* * *

**1 hour later**

"Wakie Wakie Lincoln" came the Green Goblin's voice. Lincoln cracked open his eyes to see the hideous grin on the Goblin's face and the crazy intense eyes staring at him.

"Ugh" he groaned trying to move but to his surprise he couldn't. He had a strange blue looking wire wrapped around his body. He also looked around to see they were in some type of cemetery and he was on the muddy ground. Lincoln began to struggle but it was no use the wire held tight.

"Don't bother Lincoln even with your strength you can't break this wire, it made with…..you know what it doesn't matter what it's made with" replied the Green Goblin as he went to Lincoln's feet and lifted them up and began to drag him a few paces forward.

"RELEASE ME BOY!"

"SHUT UP!" the Goblin yelled back. He dragged Lincoln over to a metal coffin; he easily picked him up and tossed him inside of the metal coffin.

"Well Lincoln you wanted to bury me and my father…it looks like you're the only one that's gonna be buried" he said with a hint of laughter in his voice.

"YOU CAN"T GET RID OF ME SO EAISLY BOY! I'LL BE BACK TO GET YOU I SWEAR IT!"

"Sure you will…and I'll be waiting, but until then….Goodbye" said the Green Goblin closing the coffin. He then pushed the coffin into the ground and picked up a shovel and then proceeded to bury one L. Thompson Lincoln.

* * *

The Green Goblin tossed the shovel to the ground, and stepped on the unmarked grave that L. Thompson Lincoln was buried under.

"So long Lincoln" he said to himself. He then turned and walked a few steps to the right to where Hammerhead was tied up as well.

"You're making a big mistake Kid"

"The only mistake that was made Hammerhead was by you….I tried to sway to my side but you had to be, what was the word….oh yes…..loyal. Well this is what loyalty gets you….." started The Goblin before pressing a button on his wrist gauntlet. His glider flew into view and he hopped on. He reached into his bag and he pulled out 2 pumpkin bombs and he pressed the top arming them.

"Loyalty…brings death. So long Hammerhead" he said tossing the pumpkin bombs. Hammerhead's eyes widen as he saw the pumpkin bombs coming. The bombs fell onto his chest and they exploded.

**BABOOOOOOOOOOOM!**

The Green Goblin directed his glider to fly away and a sickening cackle could be heard through the silent night sky.

* * *

**20 minutes Later: New Station **

"_Good Evening New York I'm Michelle Burns bringing you up to the date news. Tonight's top story the hero/vigilante Spider-man was in a battle of epic proportions against an assailant by the name of Venom. As you can see on your screen he and Venom have been battling each other all day long causing major amounts of property damage, but Venom has been apprehended. The identity of Venom is 20year old Edward Allen Brock. The police have him in custody and we are currently awaiting word for what will happen to the young man. In other news L. Thompson Lincoln was attacked today by an unknown flying figure. Lincoln's office was destroyed in an explosion and we have yet to hear from Mr. Lincoln because we are currently unable to contact him, but if you are watching this broadcast Mr. Lincoln you are in our prayers. Also the 17 year old Millionaire Harold Osborn the son of Norman Osborn dropped by the station earlier to finally give us a statement regarding the future of Oscorp. _

* * *

_Harry: Hello and thank you for having me, I apologize that my statement has taken so long and the reason for that is because my Father prepared me for a lot of things but just not talking to the media…..hahahaha…_

_On a serious note though, I'm pretty that everyone has heard about me taking over my Father's company, but I want all of you out there to hear it from me, from my lips to your ears. Yes, I Harold Osborn will be taking over and running Oscorp. I know that there is some controversy concerning me running the company, but I can assure you that I am fully capable. I may be only 17 years old but I'm every bit the man that my Father was and I aim to prove it. I will usher in a new Era at Oscorp, an Era that will rival the legacy my Father created….._

* * *

"_Bold words from such a young man, only time will tell if his statements prove to be true._

* * *

**Osborn Manor: **

Harold Osborn burst into the study and strolled inside.

"What a day" he said to himself. He had solved his problem with the board members, fought and defeated Lincoln and Hammerhead in one fell swoop and then he went to the news station to deliver his little message and then he came back to his mansion to relish in his victory. He walked towards his desk, but at that moment his chair swung around and Dr. Stevens was sitting in his chair.

"Sarah…..this is a pleasant surprise" he said looking at her

"Hello Harry….or should I call you the Green Goblin" she said in an accusing tone

"Call me Boss….seeing as how that's what I am"

"No….we're co-partners"

"Not anymore…..that was the old me…..the new me doesn't need any help" he continued as he walked towards his desk and towards Dr. Stevens

"Harry"

"Harold"

"Whatever, you're sick….you didn't take a performance enhancer you took the Oz…the Oz corrupts the mind and I can see that's it has already corrupted you since you're picking up where your father left off"

"I'm ensuring that I…..we have a legacy to continue. Lincoln wanted to kill me and take over this company and through my actions I've ensured that, that will never happen. You should be thanking me"

"No I should be turning myself in to the police. Harry…..Harold you are not your father you did not have to do this there could've been another way"

"There is no other Way" he said walking towards her. He put both hands on the sides of the chair and leaned in close, "This was the one way and I thank you for helping become greater than I was before" he said leaning in and kissing her on the lips. Dr. Stevens's eyes widen in shock and then pushed him away. She slapped him across the face and stood up from the chair. She wiped her mouth and then looked at him.

"You are not well" she said stumbling to get around him and get away

"I've never felt better" he replied smirking at her clumsiness. Dr. Stevens looked at him and shook her head, she quickly ran out of the study leaving Harold all by himself. He let out a laugh and sat down in his chair. He let out a sigh and then looked at his desk. His eyes landed on the calendar and the big red words on the date.

"Fall Formal" he read out loud and then he was suddenly struck with a thought, "Ah yes…Harry wanted to woo his crush at this…..dance"

Harold looked at his expensive watch and saw the time.

"I have just enough time to get ready" he said to himself rising from the chair.

* * *

**Midtown High: Fall Formal: 8:15pm**

The fall formal dance was in full swing and all of the teens were having a good time. The music played loudly and the lights flashed brightly. The only teen in the whole gym that wasn't having a good time was one Mary Jane Watson. She was standing on the side drinking some punch that she knew someone had spiked. She took a big gulp and then threw her cup into the trash.

'_I don't se Peter, Harry, or Gwen….but then again I don't really expect either of them to show up…especially Gwen….._' she thought to herself, while reaching up to her eye and gingerly touching it, "Ouch" she whispered, "Could this day get any worse"

"Hey MJ" Flash called out

"Ugh…me and my big mouth"

"Hey how about a dance good looking"

"Flash for the umpteenth time….No"

"Fine I'm just trying to cheer you up seeing as how you're the only one without a date"

"Actually Thompson she does have a date" came a voice. Flash turned around to see Harry standing there in a form fitting black tuxedo.

"Me" he said taking a few steps forward until he was looking Flash in the eyes.

"You….Harry you're her date"

"That's right….and its Osborn to you Thompson" Harry replied narrowing his eyes slightly. Flash was about to respond, but a cold shiver ran down his spine as he looked Harry in the eyes. He swallowed hard and took a half step back.

"W-Whatever" he said briskly walking away. Harry watched him go and then he turned his eyes back to Mary Jane who was staring at him. His eyes roamed over her, she was wearing a simple yet elegant black dress and Harry could only use one word to describe her.

"Gorgeous" he said

Mary Jane didn't hear what he said because she was too busy staring at him. Harry always had a lean type of build, but now he had a broad shoulder muscular look to him like he had been working out heavily for the past few months or so, and he seemed….different.

"W-What"

"I said Gorgeous….you in that dress…black looks good on you"

"T-Thanks" she replied

The loud and fast past music that was playing cut off and a slow song began to play.

"May I have this dance Ms. Watson" he asked holding out his hand. She looked at his outstretched hand and she took it, he led her out onto the dance floor, where they began to slow dance. As they dance though Mary Jane kept shooting curious glances at him, and her glances didn't go unnoticed.

"Is there something wrong" he asked looking at her.

"No….n-nothing….well…..it's just that…..you. Are you okay"

"MJ I've never felt better. In fact you can say I'm a brand new Harry Osborn" he replied gazing into her green eyes and pulling her closer.

"Har….."

"Shhhhhhhh" he replied softly leaning in and kissing her on the lips. Her eyes widen at first, but then she slowly closed her eyes and enjoyed the kiss.

'_You see Harry….I told you I would take good care of your life'_ thought Harold as he deepened the kiss and bringing Mary Jane closer to his body.

* * *

**Mindscape**

Through the pitch black darkness Harry Osborn stood still gripping the cell bars trying to free himself, but no matter how hard he kicked or rammed his shoulder into the bars they held strong.

"HELLLP MEEEEEE! SOMEONE! PLEASE!" he shouted at the top of his lungs.

"P-P-Please" he said weakly falling to his knees in despair.

* * *

**Cemetery**

"Mrrrrr….ulg….." grunted and groaned the half dead Hammerhead. His body and face were burned, he was missing chunks of skin, one eye, and he was missing a leg, but despite all of that he was trying his absolute best to move. Reaching deep down he tried to crawl but his crawling was stopped when an expensive pair of white shoes stepped into his line of sight. The half dead Hammerhead struggled to look up, and he saw a man in an expensive white suit with a black shirt, and a white tie. Hammerhead was also able to make out that the man was of Asian decent and his skin was that of a photographic negative.

The man squatted down to look Hammerhead in his one good eye. Next to the man several men and women in strange looking demon mask made themselves known.

"Master are you sure you want to use him….he's practically dead" said one of the men in the demon masks

"I'm inclined to agree Master" came the voice of another inner demon.

"My Demons My Demons…..you must learn not to be so…..**Negative**" said the man in the white suit. He extended his photographic negative hand and he touched Hammerhead. A black electrical energy flowed from his hand and through Hammerhead. After a second he took his hand away and he stood up.

"Hurry my Demons I was able to stall the approaching hand of death, but we need to get him back to our hideout where our doctors can properly treat him"

"Yes Master" they replied quickly going to Hammerhead and lifting him up, "Master what do we do about Lincoln….is he essential to your plans"

"No…..he isn't. Leave him" said the man turning and walking away, "Soon my plans shall be fulfilled and the name **Negative **shall reign supreme"

* * *

**End Chapter: ****Read and Review. Hey All its me back again with the closing comments. Wow I know that I haven't updated this story in like two weeks that's because Secret Warriors has been on mind and I really wanted to get that story rolling and I'm extremely happy at the feedback that I've been getting on that story. Now, about TSA in general….I am super excited… do you readers know why. It's because this story is nearing the 100 review mark. I can't believe its only 2 more reviews until this story hits the 100 mark. I just want to say thank you TO EVERYONE, everyone who has taken the time to read, and review this story. TSA: Amazing Spider-man is my brain child. I've been working on this story for the past year and a half and to see it flourish and to see you readers enjoying the story as it unfolds is…..well I can't really describe it, but I deeply thank everyone. It is my greatest hope that everyone sticks with the story as it continues because like I said we got a long way to go before it's finished….we still got the rest of Vol 2, then we got Vol 3, and then the conclusion in Vol 4. If anyone has any question about any of my stories, just send me a PM Message and I'll get back to you ASAP, I promise. All that's left to say is Review (Feedback) and this is Nomad88 saying until next time….**

**Ps: Hey Batman Beyond is up next for update…thanks to everyone for being patient as I got the ball rolling on Secret Warrior: Spider-man, which I hope everyone is enjoying, reading and reviewing….this is me saying…..Later. **

**Next Up: The X-Men **


	40. The XMen part 1

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact all credit goes to MARVEL, STAN LEE, and DISNEY. They are the owners not me, I am not making any money off of this story, no money is being handed to me or being exchanged of that I can assure you. So please find it in your heart not to SUE ME…..really don't because I have no money….seriously I don't….thanks….now on with the story. **

**Hello readers it's Me Nomad88 and I first have to say THANK YOU…..I just wanted to say thanks to everyone again for reading and reviewing…..this story has reached the 100 mark and again I can't tell any of you how happy I am about that…..I mean I really can't describe it….I'm speechless, and since I'm speechless there's really nothing left to say other than Read, Review (Feedback is Golden) and ENJOY…..**

* * *

**Chapter 35: The X-Men part 1**

**In the Air**

A black military helicopter flew full speed through the crisp afternoon sky. The helicopter was currently flying over the Pacific Ocean and inside, it was carrying two men of great importance. These two men of great importance were Colonel William Stryker who had a smirk on his lips and looked to be very pleased with himself and the other was General Thunderbolt Ross who didn't look one bit pleased. The reason for that is because he was on a helicopter that was flying over the ocean and it looked to be going no where and Stryker still hasn't said a word about where they were going. General Ross looked out of the window of the helicopter and saw nothing but blue Ocean water, turning his gaze away from the water he looked at the still smirking Colonel Stryker and his smirk.

"Stryker!" shouted General Ross in frustration "Enough of this cloak and dagger stuff….tell me where we are going"

Colonel Stryker glanced at General Ross and his smirk grew into a smile, he then leaned towards the pilot.

"Pilot how much further"

"Sir we'll be at the Island in 1 minute" came the Pilot's response

"Excellent" said Stryker leaning back

"Island…..what Island" asked General Ross

The Helicopter gave a sudden shake as it flew straight into a thick fog that seemed to appear out of nowhere. They flew through the fog for only a few seconds until the fog ended and the bright afternoon sun illuminated a lush tropical Island that seemed to just sit in the middle of the Ocean. The helicopter began to decrease speed a little and head for the Island.

"Welcome to Krakoa Island General Ross" said Colonel Stryker. General Ross looked out of the window again and at the thick green jungle that made up the large Island.

"Krakoa Island" repeated The General turning his head slightly to Stryker.

"One of the many Islands that hasn't technically been discovered by the general public. Not even Fury knows about this place" said Stryker proudly.

"Fury knows everything"

"Not about this. I'm playing this close to the chest until I have enough supporters" Stryker replied.

The Helicopter began to turn to the left where a giant hill could be seen. The pilot pulled up on the control making the helicopter lift up and over the hill, General Ross's eyes widen in absolute shock of what he was seeing once they were over the hill.

"Good Lord" he whispered. Over the hill was what looked like a Giant Mechanical Robot that was in a sitting in chair. The Robot had to be at least 50ft and had a Large Head, a purple and pink color scheme, glowing red eyes and gray skin. General Ross continued to roam over the Robot and saw that the Robot itself and the chair was a type of production facility that was built into the side of a cliff on the Krakoa Island.

"Stryker what in God's name is that?" asked General Ross

"Well Ross you wanted to know about Project Sentinel this the crux of the project…..Pilot takes us down" said Colonel Stryker.

The Pilot nodded his head and began to take the helicopter down towards the giant robot. As they descended towards the Robot's lap, General Ross saw a large landing pad and saw several people standing by the pad waiting for them, one was in a business suit, and another had on a white lab coat and the rest were soldiers holding high tech weapons.

**THUD!** Went the sound of the Helicopter landing on the pad. The pilot shut off the engine and pressed the button for the door to slide open. Colonel Stryker stepped off of the helicopter and he was closely followed by General Ross who couldn't take his eyes off the Massive Sitting Robot.

"Ah Colonel Stryker welcome back" came the voice of one of the people that were standing by the landing pad.

"Thank You Dr. Trask, I have a new recruit for you to bring up to speed" replied Colonel Stryker stepping to the side and allowing General Ross to step forward.

"I'm…" the General started before being interrupted.

"General Thunderbolt Ross, yes I know, I'm Dr. Bolivar Trask" said the man holding out his hand.

Dr. Bolivar Trask was about 5'9 with slick back dark blonde hair. He had blue eyes, tan skin and a dark blonde mustache. Dr. Trask also had a skinny lanky build and an accent that the General couldn't place.

"Nice to meet you Dr. Trask" Ross replied shaking his hand.

"The Pleasure is all mine" said Trask.

General Ross then turned to the other man that was standing behind Trask, and a small frown formed on his face as he recognized the man instantly.

"Herbert Landon" said General Ross

"General….I see you're doing well" Landon replied holding out his hand, which the General did not shake.

"You two know each other" asked Colonel Stryker

"We've met" grumbled General Ross.

"I tried to date his daughter Betty Ross, but she only had eyes for Banner….How is Betty by the way, I heard about what happened in New York with the Hulk….such a shame" said Landon snidely.

Dr. Herbert Landon is a world renowned brilliant geneticist. He stood at 6'1 with a fairly strong build. He had blue eyes, light brown hair, and a clean shaven handsome face and he was wearing a blue business suit and black shoes.

"Shut up Landon" said General Ross angrily

"It's not my fault you keep chasing after that Green Monster"

General Ross grunted slight before turning back to Bolivar.

"What the hell is going on here….what in God's name is that thing" he said pointing at the Robot.

Dr. Trask took a deep breathe before putting a smile on his face. He turned around and looked up.

"MASTER MOLD! STATE YOUR OBJECTIVE!" he yelled.

The sound of mechanical whirring and the grinding of gears could be heard as the head of the Giant Robot moved on it own and looked down at Bolivar Trask and the people gathered.

"MASTER MOLD PRIMARY OBJECTIVE: SAVE THE HUMAN RACE FROM THE THREAT OF MUTANTS" Master Mold's voice boomed.

"And how do you plan to do that" asked Dr. Trask

"BY CREATING AND COORDINATING THE MARK I SENTINELS" his voice boomed again.

"Mark I sentinels…" the General started

"Thank you Master Mold"

Master Mold's head began to move again and back to its original position which was looking out over the horizon of Krakoa Island.

"Come follow me" said Dr. Trask walking away from the landing pad, and towards an open aircraft hanger door that led to the inside of Master Mold.

* * *

**Inside the Hanger**

Once General Ross got inside the hanger he had to top for a moment, because of what he was seeing inside. In the hanger were several rows of giant humanoid looking robots that were about 25 to 30ft and had a pink and blue color scheme. General Ross continued to look them over and he could see that like Master Mold they had gray skin and glowing red eyes. General Ross was broken out of his stupor by Dr. Trask.

"This General Ross is Project Sentinel…..my life's work. These Sentinels are designed from top to bottom by Master Mold"

"What!... so this Master Mold is a Sentinel Factory" asked General Ross

"An oversimplification but in essence yes…he is the 'factory' in which all Sentinels are created…..as it should be since Master Mold was the first Sentinel I ever created…..my masterpiece" Trask stated with pride.

"So what do these Sentinels actually do?"

"Each Sentinel is designed to track and either apprehend or eliminate the mutant threat. They are equipped with state of the art military weaponry courtesy of General Stryker"

"No doubt" responded General Ross glancing at Stryker who still had that smug smile on his face, "Dr. Trask you said theses things can track mutants…..how"

"That's where I come in General" Herbert chimed in, "As you may or may not know mutants carry a special gene that in the science community we have dubbed the X-gene. The X-gene is what gives a mutant his or her unique gifts"

"Those are not gifts….they're abominations" said Colonel Stryker seriously

"Well nevertheless, the X-gene is the key. I've made sure that every Sentinel created has the ability to scan an individual and ascertain whether or not they have the X-gene"

"So Landon what you're saying is that your gadgets allow these Sentinels to guess" General Ross said flippantly.

"No Ross…they don't guess. I can't really explain it because it's far too complicated for someone with a shoot first ask questions later intelligence level. Perhaps if Betty was here I could explain it to her and she could explain it to you" Herbert snapped.

General Ross took a step forward but before he could give a retort Master Mold's voice interrupted them.

"ANOMALY DETECTED AWAITING ORDERS!" his Mechanical voice boomed.

"Ah finally. Master Mold has found that mutant" said Colonel Stryker, "Everyone follow me"

Colonel Stryker led the small group minus the armed soldiers through the middle of the rows of Sentinels to a medium sized lift located in the back of Master Mold. Once everyone was on the lift if began to rise into the air. As the lift rose into the air General Ross had a chance to look at the rows and rows of Sentinels all standing in attention and awaiting for orders.

"Getting ready for a war Stryker?" he asked

"We're already at war Ross…..I've just leveled the playing field" he responded.

The Lift reached the top and connected to the top of the lift was a long skinny walkway that led to a type of supercomputer and the eye sockets of Master Mold, where if a person wanted to they could lookout outside and see what he was seeing.

"This is the central control center of Master Mold" said Dr. Trask running along the walkway and to the supercomputer, and began to furiously type a series of keys. Trask was soon joined by Stryker, General Ross, and Landon.

"So has Mater Mold found the mutant" asked Herbert

"What mutant?" asked General Ross

"Master Mold has located something, but it's not reading as a mutant. I'm trying to lock onto the target but it's out of Master Mold's line of sight" he replied still typing into the computer, either not hearing or ignoring General Ross's question.

"Bolivar send out two Sentinels to get a closer peak" said Colonel Stryker going to stand next to him.

"STRYKER!" yelled General Ross getting everyone's attention, "Correct me if I'm wrong but did I hear you say that there is a mutant on this Island"

"Yes Ross….there is a mutant on this Island; I put it there so we could test these Sentinels out. I mean if we build a machine we have to see if it's working correctly" said Stryker.

"And I'm guessing this mutant did come with you willingly" asked the General staring into Stryker's eyes. Colonel Stryker stared back at the General and then he put that smirk back on his face, "Bolivar….send out two Sentinel" he said.

"Right away Colonel Stryker…just a few more keys and there" said Dr. Trask pushing a button.

* * *

Done below two of the Sentinels eyes gave two beeps before glowing yellow. Thrusters in the Sentinels massive feet roared to life and lifted off of steel floor and flew out of the hanger and out of Master Mold and towards the thick luscious Krakoa jungle in search of the mutant.

* * *

**Krakoa Jungle**

_**Sniff Sniff **_went the medium sized boar as it sniffed the bush that was covered in berries. The wild boar opened its mouth to the berries with the intentions of eating them, when it heard a faint sound. The boar straightened up after hearing the faint sound and its ears began to move wildly searching for the sound again.

**CRUNCH** went the sound of something stepping on a twig. The wild boar turned its head to the sound and sensed the danger and immediately took off as fast as it could through the jungle. The boar ran and ran and then jumped over a log, it kept on running and running trying to avoid the predator that he knew was behind him. The boar ran through a bush and then into a large clearing, and just as it reached the clearing a large shadow formed over it, and then a loud roar filled the calm air.

**ROAR!** Went the Man-Wolf as it pounced on the boar and sanked its teeth into it, killing the boar in the process. The Man-Wolf aka John Jameson had been taken to Krakoa Island by Colonel Stryker after he was defeat by Spider-man about a month ago. The Man-Wolf was enjoying its meal when his ears suddenly perked up at an approaching sound. He turned his head around and looked up.

**STOMP! STOMP! STOMP!** Walking through the thick jungle and pushing through the trees were the two Sentinels and they both had their eyes trained on the Man-Wolf scanning him with their highly sophisticated optics.

"ANNOMOLY LOCATED SCANNING….SCANNING….." boomed the Sentinels' mechanical voice.

* * *

**Inside Master Mold**

"SCANNING SCANNING….ANOMOLLY IS NOT A MUTANT" said Master Mold.

"WHAT!" shouted Colonel Stryker looking through Master Mold's eyes sockets which had an image of Man-Wolf in the clearing looking at the Sentinels and growling, "That's not possible that thing is a mutant….Bolivar"

"I'm checking again….I'm doing a system wide check to see if anything is wrong" he replied immediately.

"Well Landon looks like your Mutant Gene tracker is a bust….I'm not surprised" said General Ross.

"Ross you can insult me all you like but never my work" Landon replied, "It isn't my technology tell them Bolivar"

**BEEP!**

"He's right….The mutant scanning tech is working properly it isn't the tech…..it's that thing…..it's not a mutant" said Dr. Trask looking at Colonel Stryker.

"So what the hell is it" asked General Ross looking at the Man-Wolf. Colonel Stryker balled up his fist for a second before he unclenched his fist.

"It doesn't matter…..its not a mutant" he said with irritation evident in his voice.

"Well Stryker get another one. I know you have 'places' where you've held mutants in the past" said Landon.

"I can't" Stryker replied

"Why not" he asked.

"Because despite what you think acquiring a mutant is harder than you think and this facility you're referring too I officially have no idea what you're talking about"

"What about unofficially" asked General Ross.

"Unofficially there was a facility where mutant threats were being held but there was a recent breakout thanks to several….complications" said Stryker leaning on the computer.

"What kind of complications?" asked Landon

"The psychic and magnetic kind" replied Dr. Trask cryptically, glancing at Colonel Stryker, "The only way we were able to acquire this creature was because he caused a public incident" he continued

"Public incident you say" repeated Landon as his eyebrows rose in curiosity.

"Yes….it was a while ago but this beast was rampaging through Manhattan and that gave us an excuse to go in a get it without anyone being the wiser" said Stryker.

Herbert Landon heard what the general said and as soon as the words left his mouth a smile started to form his lips, from the smile he started to giggle and from the giggle he started to laugh, causing Bolivar, Stryker and Ross to turn to him.

"Something funny Landon?" asked Stryker icily.

"I'm laughing at how funny life can be. This work we are doing here gentlemen….Project Sentinel….it must be fate"

"I'm not following Landon" Stryker replied

"A while ago…maybe a few weeks to a month I get a call from a friend of mine Dr. Kavita Rao and she tells me a friend of ours is having some problems"

"I'm still not following Landon"

"Well can you follow this Colonel, what if I told you that I could produce you a mutant….a mutant that could cause an incident" said Landon

"I would respond by saying how and when could you produce said Mutant"

"Well it all depends on how fast you can assemble your team and how fast you can get me to New York"

"I'll have the helicopter ready in 10 minutes" he replied

"Good that will give me enough time for me to make a stop at my lab and get some supplies for the trip" said Landon turning and walking along the walkway. Colonel Stryker pulled out a phone and he dialed a set of numbers.

**RING! RING! RING! CLICK**!

"YELLOO! World's greatest, craziest and sexist killer speaking" came the voice on the other end

"Wade cut the BS and get the team ready I've got a mission that needs to be completed, I'll want you all in New York as quickly as possible" said Colonel Stryker before hanging up the phone. He let that smirk grace his lips again before he turned to General Ross.

"Come with me General I want to introduce you to my team of purifiers"

"Purifiers" General Ross repeated.

"Colonel Stryker" Dr. Trask interrupted "What do you want me to do with…..with this thing" he asked pointing to the Man-wolf.  
Colonel Stryker looked at the growling Man-Wolf and then he looked at Dr. Trask.

"Kill it" he said while turning and walking along the walkway and to the lift, with General Ross right behind him.

Dr. Trask turned back to the computer and typed a few keys into the computer.

* * *

**Krakoa Island**

The Mark I Sentinels eyes blinked red for a second and then glowed yellow

"ORDER HAS BEEN GIVEN TERMINATE ANOMOLY" the mechanical voice boomed before it raised its giant hand. From the palm a beam of energy blasted out and hit the Man-Wolf.

**AWWWWWWWWWWWOOOOOOOOO **shouted the Man-Wolf in pain before his cries went deathly silent.

* * *

**Elsewhere: Midtown, New York: 8:00pm**

Dr. Henry 'Hank' McCoy opened the door to his medium sized apartment and went inside. Entering the apartment Hank began to turn on all of the lights; he went to his small kitchen and put his groceries down on the counter. He took in a deep breathe and then let out a sigh. He rubbed his neck trying to get the knots that had formed out, he had a long day and he wanted to unwind, so he did what he always did when he wanted to unwind he listened to music. Hank walked towards his stereo system and put in a CD and pushed number 8. Slow and Classical music began to fill the medium sized apartment. Hank let out another sigh and closed his eyes for a moment letting the sounds of the piano calm his nerves. Today had been an especially hard day because the pains he had been having, have been frequently increasing and there wasn't anything he could really do about it until his close friend Dr. Kavita Rao returned.

Dr. Henry 'Hank' McCoy was and has always been a mutant, a person born with an extra ability that usual manifested when the individual was in their early teens. Hank was 12yrs old when his abilities first began to show. He developed abnormally large ape like hands and feet, and along with that his speed, agility, and strength increased exponentially. At first Hank found himself liking his new found abilities, but what he started to hate about them was how much fear they struck into the hearts of his parents and those close to him. They believed him to be freak and chased him away. Hank then wandered the streets using his abilities to survive, when he met a man named Charles Xavier who like him was a mutant. Charles told Hank that he ran a school for the gifted and would love it if he were to join. Hank eagerly accepted the invitation and joined the school where he met others just like himself. During his time with Charles Xavier Hank had many memorable adventures, but one adventure stood out in his mind the most, it was the day that he had rescued a young newly graduated geneticist Dr. Kavita Rao. She had been working late at her lab one night and she was driving home, but fell asleep at the wheel and drove off the bridge and into a lake. Hank just so happened to be out at the time and he jumped in and saved her from certain death. After that the two struck up a friendship over their love of science and genetics. Hank had been taking College course classes online and he had been doing some studying with Xavier, so it was refreshing to meet someone outside of the mansion who shared his interest. Also, around the same time he had met Kavita Hank's mutant powers began to evolve, at least that's what he and Xavier had determined. Hank began to develop blue skin, yellow eyes and fur, making him look like a blue ape; needless to say he wasn't too happy with the changes. Kavita saw how depressed Hank had become because of his appearance and vowed to help him, just like he had helped her. Together he and Kavita began to work on a cure that would help to lessen the effects of his evolution and it was only a year after that, that the two discovered a _'cure'_, a serum that he would have to take periodically that repressed the mutant X gene that supplied mutants with their powers. The cure worked it reversed his evolution; his blue skin disappeared, as did his abnormally large hands and feet. For the first time in a long time Hank resembled a normal human being. Once he was 'cured' he left Xavier's school for the gifted despite protest from his friends and he pursued a career in science.

After years of using the 'cure' its effects have began to wane and just outright stop working which has caused Hank to become somewhat distressed. He could feel his mutant powers raging and coming back full force and there was nothing he could do about it, he felt trapped.

Hank opened his eyes once the classical piano piece stopped and another started to play. He let out a sigh and started towards his bedroom. He walked into his bedroom and he took off his jacket and then he took off his shirt and went into the bathroom. Hank turned on the water and gathered some of the cool water in his hands and splashed on his face. The water washed away the makeup on his face revealing his deep hue blue skin. He splashed some more water on his face washing more of it off and then he got a towel and dried his face. Hank took the towel away and just stared at his reflection in the mirror for a long minute. He slowly reached up towards the mirror and put his hands on the mirror

**DING! DONG!** Hank was immediately broken out of his silent musing by the sound of the door bell.

**DING! DONG! **

"JUST A MINUTE!" he yelled as he started to scramble around his bathroom for his makeup to put on, but as he was scrambling a soothing feeling washed over him and a familiar voice filled his mind.

'_It's alright Henry it's me Professor X' _

Hank immediately stopped what he was doing and a small smile graced his lips, he left his bathroom and grabbed his shirt and quickly put it on, from there he opened the door to reveal a person that he hadn't seen in years, the face of his mentor and the man that saved his life: Charles Xavier aka Professor X.

Charles Xavier was about 5'0 exactly and that was due to the fact that he was in a wheel chair. He was bald, had blue eyes and was good looking for man in his late fifties, possibly early sixties. Charles like Hank was mutant; he was one of the most powerful telepaths on earth. He could not only read people's minds, but he could create illusions, and erase memories, he other abilities as well but for the most part he only used those the most often. Xavier pushed on the controls of his wheelchair and made it roll forward and into the apartment.

"I hope I'm not intruding Henry" he asked in an English accent

"Never Professor I was just…." Hank started while closing the door but right before it closed five slim fingers shot through the cracks. Hank looked at the fingers and then opened the door again to see another face he hadn't seen in years, it was the face of his ex-girlfriend Ororo Munroe aka Storm.

"Hello Henry" came her soft yet regal tone of voice.

"Ororo" Henry whispered shocked to see her.

Ororo Munroe was in every sense of the word: Goddess. Ororo was stunningly beautiful standing at 5'11 with long flowing white hair, blue eyes, full lips, and smooth sun kissed brown skin. She had a lean and shapely build and it was visibly seen through her dark blue button down shirt, a tight white skirt, and black heels. Ororo like Hank and Charles was a mutant. She had the unique ability to interpret weather patterns in the atmosphere and bend them to her will. In a sense she and nature were one in the same, at any given moment, if she chose she could cause rainstorms, manipulate lightening, cause tornadoes, monsoons, or anything that involved nature. She could do all of this in a blink of an eye which is why she must remain in control of her emotions and never let them get the best of her.

"May I come in Henry" she asked

"Y-Yes….o-of course" Hank stuttered looking at her, '_She's just as beautiful as she was all of those years ago'_ he thought to himself as she entered his apartment. Ororo looked around the apartment with her eyes scanning the decorum.

"This is a nice place you have here Henry, you've made a good life for yourself" she said regally, she then turned to the record player that was still playing the classical music, "I see you still like classical" she continued while sitting down on the couch.

Hank closed the door and went towards the record player and turned it off.

"Thank you Ororo" he replied "Forgive me if I come off a little crass but why are the two of you here" he asked sitting down on his couch next to her.

"Well Hank we're you're friends and we were in the neighborhood" she said looking at him.

"In the neighborhood huh" he repeated studying her face. He let a smile grace his lips and he leaned back into the couch, "Ororo…you do know I know when you're lying, I mean we did used to date"

Ororo let out a sigh and looked at Xavier, who rolled forwards slightly.

"Forgive our duplicity Henry, we'll cut right to the chase, we're here to talk about the Benetech Corporation that you told us about"

"You found it….Thank heavens, did you find Kavita, as well and did you stop the production of the cure" Hank asked eagerly.

Charles and Ororo glanced at each other for a second before looking at him again.

"Yes Henry we did find the facility and…" Ororo started.

"And what"

"Benetech was a front…..it was mutant holding facility" Xavier finished.

"WHAT?" Hank shouted in shock.

"I'm afraid so….I saw it with my own eyes dozens of mutants being held against their will, I believe they wanted to test just how effective this cure could be, and not only that Henry, our enemies have somehow found a way to track the X-gene" said Xavier

"My word...this…this is terrible. Did you see Kavita was she involved in this plot"

"Yes we saw her, but before we could reach her she was taken away, I was able to scan her mind briefly and from what I scanned she had no idea about what was going on"

"Do you know what this means Professor…with that tracker its open season on all mutants"

"Which leads us to our next point for coming here Henry" came Ororo's voice. He turned back to her and looked at her.

"Hank with this X-gene tracker out there it would make sense for all of us to come together again and stand firm...….as X-men" she said putting a hand on his shoulder and staring into his eyes, "Forge has been working around the clock on a way to block the x-gene tracking system but he could use some help from an old friend" she continued. Hank let out a sigh and rubbed his eyes.

"An X-man…does that term even still apply to me" he asked looking between the two of them.

"Of course it does Henry" Xavier replied quickly "Why wouldn't it"

"I didn't exactly part on the best of terms Professor"

Charles and Ororo glanced at each other and let out a collective sigh as they remembered the incident to which Hank was referring.

"We were all younger then Hank…we've evolved since then" replied Xavier with a sly smile.

"So Scott, Jean, and Warren are all on board with this" he asked

"Of course they are Henry, they miss you" said Xavier

Hank smiled slightly as he reminisced for a brief moment about the past and his days at Xavier's school for the gifted, all of the wonderful times and adventures they had as a team…..and as a family.

"And I sense that you miss them as well" Xavier continued.

"Are you reading my mind Professor?"

"I don't have to Henry" he replied

"I-I don't know Professor…my students…I'm a science teacher now. A job that I found that I have a knack for" he said standing up.

"We're pleased to hear that because since you've been gone the Institute has expanded in student size, we have dozens of gifted students who need an experienced person to teach them not only about science but how to control their powers as well" Ororo stated standing up as well.

Hank looked at her, and into those beautiful blue eyes.

"Hank you don't have to make a decision right now and we are in no way pressuring you, we just came to inform you of the situation and to tell you that the doors to the institute are always open" said Xavier as he direct his wheelchair towards the door. Ororo followed closely behind him. Hank slowly walked towards the door and opened it for them.

"It was good to see you again Henry" said Xavier wheeling himself out of the apartment.

"It was good to see you too Professor"

Ororo was heading out of the apartment when she stopped; she turned and then kissed him on the cheek. Hank closed his eyes and relished in the feel of her lips once more.

"Goodbye Henry…it's really good seeing you again" she said before leaving the apartment. Hank watched as they got onto the elevator and the doors closed. Hank let out a sigh and then went back into his apartment and closed the door. Seeing the two of them stirred many emotions inside of him and he couldn't help but think about the argument that he had with them that led to him leaving the institute, and pursuing his own dreams. It was a day he would always remember, a day that would be forever etched into his memory.

* * *

**Flashback: Years Ago: Xavier's School For the Gifted. **

A young 19-20 year old Hank McCoy stood in front of his closest friends and confidents. They were the people that he trusted the most, and the people that he considered to be his family, Hank's eyes roamed over each of them as he nervously shifted his big blue feet.

The first was Scott Summers aka Cyclops. Scott was about a year or two younger than Hank and he stood at 6'1 with brown hair, tan skin, and a clean shaven face showing off his boyish good looks. He had on a blue sweater and brown jeans that showed off his slim but toned build. Just like Hank, Scott was a mutant and he had the ability to absorb ambient solar energy and produce red powerful optic energy beams from his eyes. The beams were virtual heatless, so they didn't burn but rather they had the power to push or smash through objects, if he chose Scott could blow holes through mountains with his eye beams. Due to a head injury when he was younger Scott is unable to control beams so he has to wear specially designed ruby quartz glasses that can withhold the beams.

Next to Scott was his girlfriend for the past few months Jean Grey aka Marvel Girl. Jean was a very beautiful red haired girl that was the same age as Scott. She stood at 5'8, and had green eyes and full lips. She was wearing a green shirt and blue jeans and that showed off her slim curvy build. Jean was a mutant also, she was a telepath and could read the mind of other and cast illusions, the same powers as Professor X, but unlike the Professor she was also a Telekinetic meaning that she could move and levitate objects with her mind.

Standing behind Jean and Scott was Warren Worthington III aka Angel. Warren stood at 6'1 the same height as Scott; he had short blond hair, blue eyes, and was very handsome. He was wearing a red shirt, and brown pants. Warren was a mutant as well and his ability was that of flight thanks in part to the large Angelic like wings that protruded from his back.

Hank's eyes then wandered towards the last two people his recently ex-girlfriend a younger Ororo Munroe aka Storm, and a younger Charles Xavier aka Professor X. Hank shifted uncomfortable for the umpteenth time, he had gathered them for an extremely important reason and he didn't even know where to start. The five teens gathered looked at him strangely, but the Professor leaded back in his wheel chair and put his hands together. Hank was so nervous that he had been projecting his thoughts and the Professor immediately picked up on it and knew what the whole gathering was about. Hank steeled himself and made himself calm down. He turned to his friends and he looked at them.

"I've found a cure" he stated looking at them intently "For my mutation I mean….you all know how my powers have been evolving well I've been searching for a way to reverse the effect and in the process…..I found a cure, and I'm going to take it"

The five teens gathered stared at him shock evident in their faces.

"Henry…you can't be serious" said Ororo "How did you….."

"Kavita and I…" he started before being interrupted by Ororo.

"Kavita….how did I know you were going to say her name"

"Ororo….." he started before Scott's voice interrupted him.

"Hank why would you do something like this" asked Scott a little more forcibly than intended.

"I did it because…" he tried before being interrupted again

"More importantly Hank how can you trust her not to go to one of our enemies with this supposed cure" said Jean folding her arms across her chest.

"Not only that what does that say about mutants in general? Oh! Don't worry you have the mutant disease no problem here's the cure for your disease" said Warren

"Look it's not like that and weren't you all listening when I said that I found a cure for my mutation. Its DNA specific…meaning it will only work on my DNA….My mutation"

"It doesn't Matter Hank this 'cure' as you call it is still out there…what's to stop Dr. Rao from trying to 'cure' others who don't want to be cured" asked Jean.

"Kavita is not like that she wouldn't…."

"Also what will people say when they find out that a mutant help create this cure?" said Scott "They'll say: see even mutants don't like being mutants"

"T-That's…..no you're jumping to conclusions" Hank defended "and I'm not saying I don't like being a mutant" he continued while feeling himself begin to get angry.

"Might as well be" came Warren voice.

"I DON'T HATE BEING A MUTANT WHAT I HATE IS LOOKING IN THE MIRROR AND NOT BEING ABLE TO RECOGNIZE WHOSE LOOKING BACK!" Hank shouted shocking his friends, "I'm tired of all this damned fur, I'm tired shedding all over the furniture, and I'm sick and tired of being blue which isn't my favorite color"

"Henry"

"Let me finish Ororo…..Now you all know I'm still evolving but none of you know just how far my mutation is going. As you see me now…it's only in its infant stage, meaning that I'm going to keep mutate into something else….mutate into what I don't know but I do know I don't not want to find out"

"So you're taking the easy way out. Instead of coming to terms with your mutation you're just opting not to be one all together? If you ask me its sounds a lot like cowardice Hank" said Warren

"I'll take that with a grain of salt because this is coming from the man that resembles an Angel and not a…..Beast" said Hank "None of you look as I do, so I guess it was foolish of me to believe that you could understand where I'm coming from"

"Henry…we are your friends no matter what you evolved into we wouldn't care what you would look like…so what is this really about" asked Ororo looking at him.

While Hank and Ororo were looking at each other Jean was using her telepathy to probe Hank's mind slightly, but Hank being the strong minded person that he was and Jean still being an amateur mind reader, he could feel her presence in his mind and instantly turned to her.

"JEAN! STOP IT!" he shouted.

"You want to leave the Mansion….and you want to leave the X-men" she said

"What!" yelled Scott looking at Jean and then at Hank "Why do you want to leave the institute…..and the X-men"

"Because Scott I don't plan on staying at the Mansion forever, and I don't plan on being an X-men forever either, the world is bigger than Westchester and I want….need to explore it and I can't do that looking….."

"Like a mutant" finished the Professor speaking for the first time. Everyone turned to him to see what else he was going to say, but to everyone's shock the Professor made his mechanical wheelchair scoot backwards. He made his chair turn around and then he directed it to wheel down the corridor and out of the living room.

"Profess….." started Hank but stopped when he saw the Professor wheel into his private study. Hank sadly looked down at the ground and then back at his friends.

"You know I did expect a little apprehension with my decision but I also expected a little support….this…this wasn't an overnight decision, I've been wrestling with this for months"

"Well Hank it's kinda hard to support you when it feels like you're spitting in our faces. After everything we've been through in the past two and a half years, after everything we've fought for and are still fighting for you come at us with something like this….leaving the mansion…leaving the X-men and finding a cure for your mutation….I'm sorry I can't do it, but whatever, it sounds like you have your mind made up so…good luck" said Scott turning and leaving the living room visibly upset.

"I'm sorry Hank….but I agree with Scott…We want to support you, but…we can't, not on this" said Jean looking at him with a solemn look on her face, after a few second she too turned and left the living room. Hank watched her go with a somber look on his face. His gaze then turned to Warren who stepped forward.

"I hope you find whatever it is you're looking for since you can't find it here….goodbye Hank" said Warren, he then turned and left the living room as well, leaving Hank and Ororo by themselves.

"Oro….."

"Kavita is responsible for this…..she got to you didn't she"

"No one got to me Ororo"

"I think she did because everything was fine until the day you met her and look at what has happened. First you and I break up…..next you're ashamed of being a mutant so you create a cure of all things…and now…..and now you want to leave the X-men, you want to….."

"I want to accomplish my own dreams and agendas Ororo besides being an X-man…..is that so wrong, is it that farfetched"

"No Hank….it's not wrong, but it is wrong to hide who you are…a mutant" she said taking a few steps forwards until she was standing in front of him, she reached up and rubbed his fury blue cheek affectionately, "You shouldn't have to hide who you are…..that's what being at the institute and with the X-men are all about learning to control our powers and learning to love who we are no matter what we may look like"

Hank looked into her beautiful blue eyes, slowly the two leaned forward until their lips met in a kiss, and as they were kissing they both knew that this wasn't a kiss that was meant to rekindle their romance, but a kiss that was meant as a good-bye. The two broke apart after a few seconds.

"I'm sorry Ororo….but my mind is made up" he said softly breaking away from her, he let out a sigh and then walked out of the living room, leaving a broken hearted Ororo Munroe behind him.

* * *

**The Next Day**

A handsome and normal looking young man by the name of Hank McCoy slowly walked down the steps of the Xavier Institute for the gifted. He was wearing a light blue sweatshirt, black pants and white sneakers. He was carrying several suitcases in his hands. As he went down the stairs he saw Professor X in his wheelchair waiting for him by the door.

"Good Morning Henry"

"Good Morning Professor" he replied walking towards the door "Have you come to talk me out of leaving" he asked setting his suitcases down.

"On the Contrary my boy I'm here to wish you good luck in your travels. I know this decision that you've made was not an easy one but it's the choice that you want, and I of all people should not stand in the way of you trying to achieve your dreams, when you've been helping me to achieve mine since your arrival all of those years ago. The X-men Hank would not be what it is today without your many contributions and for that I thank you"

"No it should be me thanking you Professor. Without you and the institute I would still be wandering the streets. So from the bottom of my heart I thank you. In my room I've left a parting gift. Detailed instructions on how to repair the Blackbird and the Danger Room should they ever be damaged….again" said Hank with a smile.

"Where is your first stop" the Professor asked

"Empire State University….I have a few more credits to finish up before I graduate, but they aren't hard classes….just Quantum Mechanics, Thermodynamics, and Atomic Physics" he replied casually

Professor X just smiled at the extremely hard subjects that Hank had named off.

"Well I wish you luck, I've already called a taxi and arranged for it to take you wherever you wanted to go"

"Professor…I-I….just….about yesterday…"

"Say no more Henry I understand completely"

"You would wouldn't you Professor" he replied with a smile

"I just hope this makes you happy…..and remember the door is always open….should you choose to return" said Professor X as he held out his hand. Hank looked at his hand and then shook it.

"Good-bye Professor"

"Good-bye"

Hank let go of the Professor's hand and then grabbed his suitcases. He then turned to the door and then opened it and walked out of the Mansion and towards the taxi and into his destiny.

* * *

**Present**

Hank shook himself out of the memory. He took a deep breathe and then released it.

"That was a long time ago" he said softly and the memory continued to linger in his mind. He let out another sigh as he made his way back to his bedroom.

"I need a nice long shower" he said knowing that, that was the only think that would calm his raging nerves.

* * *

**Private Aircraft Hanger: 2:30am**

Standing inside of the private hanger was Colonel Stryker, General Ross and Herbert Landon; both were patiently waiting for Stryker's team of Purifiers. General Ross had asked Stryker who the purifiers were, but the Colonel remained silently and told him to be patient. General Ross felt himself getting a little frustrated, mostly because he was in a situation that he couldn't control and he hated not being in control.

"Ah Here they are now" said Colonel Stryker. General Ross looked through the Hanger opening and he saw a medium sized private military plane coming flying through the Hanger and come to a stop. Ross, Landon, and Stryker walked forward a few paces until they stood next to the plane doors that were opening. The doors opened a revealed a set of stairs, General Ross looked as several people started to step off of the plane.

The First person to descend the stairs was an odd looking man. He was 6'2, muscular and was wearing black and red bodysuit that covered his whole body. He had two twin Katanas attached to his back, a brown utility belt that had several guns and knives attached to it, he had leg holsters on each of his legs that had automatic weapons in each holster. This man's name was Wade Wilson aka Deadpool. Wade Wilson was an efficient, deadly, and crazy mercenary for hire. He was once worked for the military until he was diagnosed with terminal cancer. Angry and Distraught over his ailment, he began to lash out and caused several incidents before he was dishonorably discharged. Not even a day after his discharge Colonel Stryker paid him a visit and told him of a way to cure him of his cancer, Wade eagerly accepted. He was the infused with the healing factor of a patient that he only knew as Weapon X, Weapon X's healing factor cured him but for some odd reason it horribly disfigured him, seeing his disfigurement something snapped inside of Wade and he began mentally unstable and it was then he donned the red and black costume and dubbed himself: Deadpool.

The Next person was a man that was even odder looking than Deadpool. The man stood at 6'11 with a burly muscular build. He had albino skin, long blonde hair, glowing red eyes and he had on a blood red and silver battle armor that had the Greek Omega symbol adorned all over it, and he had the Omega symbol etched on his forehead. This man's name was Arkady Rossovich aka Omega Red. Omega Red was a Russian mutant that had the ability to rapidly heal from fatal injuries, and secret pheromones that caused anything organic to weaken and eventually die, but while these were the abilities that he was born with, it was not the only thing he was known for, when Arkady was younger and his abilities were discovered his government adducted him and started doing horrible experiments on him. One of the many experiments that were done on him was to implant him with cybernetics that made him stronger, faster, and more durable. Along with these implants he was infused with two 6ft long indestructible whips that protruded from his wrist, he could control these whips through sheer will alone.

After Deadpool and Omega Red, a woman stepped off the plane. She was very odd looking as well, standing at 5'9, with long flowing black hair, brown eyes, and of obvious Asian descent. The woman would be attractive if it wasn't for the angry scowl plastered on her face, she had on a Japanese style black and gold battle armor that had small sharp spikes protruding from the shoulders, the legs, and feet, but the strangest thing about the woman was her hands, more specifically her fingers. All of her fingers were 12inch long metal claws. The woman's name was Yuriko Oyama aka Lady Deathstrike. Yuriko was a mystery wrapped inside an enigma. Little is known about her past, but one thing is obvious she is motivated by revenge because of a certain mutant that killed her father years ago. Vowing to kill the mutant responsible Yuriko underwent an experiment that laced all of her bones with an experimental and indestructible alloy called adamantium. The process was a success and the result was an indestructible skeleton, sharp claws for fingers, and enhanced speed, strength, agility, and a healing factor.

Once Yuriko stepped off the plane she was followed by several men and women in form fitting black military gear.

General Ross looked over each of them with a close and curious eye, but his inspection was interrupted by Stryker's voice.

"Landon, Ross, allow me to introduce you to my purifiers" he said proudly "Wait where's Victor" he asked.

"The Furball told me to tell you he quits and you can kiss his hairy ass" replied Deadpool as he got down on his knees and started to kiss the ground "Ahh Sweet Sweet concrete I love you"

Colonel Stryker balled up his fist in anger but he quickly let his anger go because he knew Victor was not a permanent member.

"Stryker who are these people" asked General Ross. He turned to the General and let out a smile.

"This is Deadpool, Lady Deathstrike, and Omega Red, the leaders of my little group of purifiers"

"I would ask what significance does the term purify play into this little team but something tells me I don't want to know" said Landon walking forward "Will they get the job done"

"OOOOOH a job….we got a job" came Deadpool giddy voice

"What is the job Stryker" asked Lady Deathstrike "And when will get a chance to go after….."

"In due time Yuriko…..you will get your revenge but now we have more pressing matters"

"Like" came the thick Russian voice of Omega Red

"Well Omega we're going mutant hunting" he replied with a smirk

"Oh Goody a mutant hunt….Me likes a good mutant hunt" said Deadpool smiling under his mask while twirling one of his guns.

* * *

**Midtown: Hank's Apartment: 7:00am**

Dr. Hank McCoy was on his way out of his apartment with the intentions of heading to Midtown High; he put his hand on the door when his door bell rang.

"I wonder who that could be" he said to himself while opening the door. The door opened to reveal a face from the past again, "HERBERT LANDON!" he shouted slightly

"Hank Long time no see my friend"

"Get in here" replied Hank dropping his briefcase, and giving Herbert a hug. Herbert hugged his friend back eagerly as well. Long ago when Hank and Kavita were trying to find a way to reverse the effects of his mutation they hit a wall, meaning that they both couldn't figure out a certain component in their genetic experiments, it was then that Kavita suggested that she bring a friend who was genius in the field of genetics, she suggested Herbert Landon. Hank was skeptical at first, but Kavita assured him that Herbert was a trustworthy person, so she set up a meet and Hank and Herbert immediately liked each other. They found that they had a lot in common with their love of science, and classical music. So it was after the introduction that the three of them began to work on the 'cure'. What Kavita and Hank didn't know was that Herbert was only helping them so he could gather enough information about mutants, once he gathered enough information he suddenly made up an excuse that he had to leave because he had gotten a job overseas working for a large corporation, but in reality he was working for the government in a way to track mutants. It was only after a few weeks that he left Hank and Kavita cracked the code and was able to reverse the effects of Hanks mutation. In her joy Kavita made a call to Landon and told him everything.

"My God Herbert what are you doing here, it's been ages…..and how's working for that overseas corporation" asked Hank pleased to see his friend.

"Oh It's great everything I've ever dreamed of and I know it's been ages Hank, and I'm sorry I haven't kept in touch but you know those corporate big wig types always wanna keep us scientist busy with the next big thing" replied Landon as he entered Hank's apartment.

"Too true…how did you find out where I lived" he asked

"Come now Hank you of all people should know the value of the internet"

"I suppose you're right"

"Hey I can't stay long though, I was in New York for a brief meeting and I decided to stop by after because of a friendly request from our friend Kavita" he replied

"What….really"

"Yes a few weeks ago she called me and we briefly spoke, and she was saying that the cure that you and she developed has stopped working and that the 'cure' is based off of some of my suggestions" he said

"Yes that's correct…..your suggestion right before you left were extremely helpful and as you can see I'm no longer blue and fury, but recently I've found that the cure is becoming less and less effective. So far I've deduced that….."

"Your body has become accustomed to the serum and is starting to overwrite it altogether" finished Landon shaking his head.

"Precisely"

"Yes I deduced that during my brief conversation with Kavita, which is why I'm here to give you this" said Herbert reaching into his suit pocket and pulling out a vile of Green liquid, "This should be efficient enough to curb your mutation for the foreseeable future or at least until I can send you the chemical compound to where you can make your own"

Hank took the vile and he looked at it, like it was gold.

"Herbert….my friend….I…."

"You don't have to say anything my old friend, I just wish I could stay longer, but alas I can't, I have to be out of the country in the next hours or so, but it was good seeing you my friend" said Herbert heading towards the door.

"Herbert wait"

"Yes"

"When you talked with Kavita…..did she sound alright to you" Hank asked looking at his friend.

"Yes, she sounded fine to me, why do you ask"

"No reason…oh and one more thing have you ever heard of a Benetech Corporation"

"Just that they are the leading pharmaceutical company in Europe….I believe that they are trying to expand to the US why"

"Just curious…anyway again Herbert….thank you for this"

"Anytime Hank" Herbert replied making his way out of Hanks apartment.

* * *

Herbert walked down the hall and towards the elevator that would take him downstairs. He pulled out his cell phone and dialed a few numbers.

"YELLOOOOO you've reached Deadpool's phone. Deadpool can't come to the phone because…." Wade started before being interrupted

"Shut up you imbecile, the mutant has taken the bait….you all have the X-gene tracker that I gave you"

"Yeah we got it"

"Good he should be taking the serum now….remember stick to the plan follow him and wait for him to cause a scene" said Herbert before closing the phone and getting on the elevator.

* * *

**Hank's Apartment**

Hank had filled a syringe full of the green liquid in the vile and he held the syringe over a vein in his arm. Hank looked at his the bulging vein in his arm and then at the needle, he stood still for a moment just looking back and forth mostly trying to sort out his feelings. In less than 24hours he had been visited by two completely separate faction of his life, two paths that he has walked in his short lifetime. The first path is that of being apart of the X-men a group of mutants who have dedicated their lives to the peaceful coexistence between mutants and humans and the other is that of an extraordinary scientist and a teacher of budding young youths. Hank stood looking at the vile at his mind went over the choice he had to make again. Either he could be a human or a mutant. Hank made the choice in his mind and he plunged the needle into his arm and he pressed down on the plunger making the green liquid flow into his veins. Hank removed the syringe and placed it back in its drawer. He then looked at the clock on his wall.

"My stars and garter I'm going to be late" he said to himself as he opened the door and left his apartment.

* * *

**Hours Later, Midtown high: 11:45a.m**

"Then my students we must consider the positive output of the protons as well as the negative output of the electrons and then….."

Peter Parker heaved a heavy sigh as he sat in the back of the classroom. He was barely listening to Dr. McCoy as he went on with the lecture. Most of Peter's attention was on his ex-girlfriend Gwen Stacy who was sitting a few seats away from him; ever since they had that argument when he was being controlled by the symbiote she had been distancing herself from him and she hadn't said a word to him either. It had been about 1 week since the whole incident and in that span of time many things had happened first and foremost Gwen was now in a relationship with Johnny Storm aka The Human Torch of the Fantastic Four, next He and Mary Jane hadn't talked to each other since their little meeting in the restroom a week ago, but he really couldn't blame her because he hadn't attempted to talk to her and it really didn't help that now she was dating his best friend Harry Osborn, who for the past couple of days had been acting very very strangely. Harry was more aggressive, decisive and cold. Lastly his image as Spider-man had returned to the hero/vigilante/possible menace stage.

'_Could be worse'_ he thought to himself as he heaved another sigh. Rubbing his eyes he leaned forward in his seat

"Gwen" he whispered as softly as he could so as to not alert Dr. McCoy.

"Gwen" Peter whispered again. Gwen slowly turned her head around to face him

"What" she whispered back

"Please….I-I have to talk to you...its important…" he whispered.

In the front of the class Dr. McCoy was lecturing when suddenly his left ear started to twitch. It twitched again as he started to hear someone yelling like they were outside.

"I have to talk to you" came the yelling and he immediately knew who it was,

"Mr. Parker…..please refrain from yelling in my classroom, we are not outside" he said turning around. Peter looked at him with confused eyes.

"I-I wasn't yelling Dr. McCoy"

"So that wasn't you yelling that you had something important to say"

"No I wasn't yelling that….I was whispering that"

Dr. McCoy looked at him with a confused look, but he couldn't dwell on it because the bell began to ring.

**RING! RING! RING! **

"Uh…..Alright Class that concludes today's lecture remember to read chapter 3 and 4 because you will be quizzed on it tomorrow" he said hurriedly

The students quickly gathered their belongings and headed for the door. Peter dumped his stuff in his bag and tried to catch up with Gwen.

"Gwen wait" he called out, but she rushed through the door. Peter was about to follow when Dr. McCoy called out to him.

"MR. PARKER!" he shouted

'_Dammit_' thought Peter stopping in his tracks. He slowly turned and walked towards his teacher.

* * *

**Outside of Midtown High**

Parked across the street from the High School was a white van, with tinted windows.

* * *

**Inside the Van**

"7,000 bottles of Beer, take one down pass it around 6,999 bottles of beer on the wall. 6,999 bottles of Beer on the wall" sang Deadpool. He and the other purifiers were sitting in the van waiting for the mutant they were supposed to apprehend to change. As Wade was singing he was slowly getting on the nerves of his teammates. The Human purifiers were getting sick of his singing but they didn't dare say anything in fear of his wrath. Deadpool may be insanely annoying but he was vicious killer and known to kill people without any warning, so they held their tongue, but that was not the fear of Deadpool's other teammates Lady Deathstrike and Omega Red. They glanced at each other and then they looked at Deadpool.

"6,998 bottles of Beer on the…." He started before Yuriko grabbed his mouth with her sharp adamantium clawed hand.

"Wade if you don't shut the fuck up I will slice open you stomach and empty your intestines on the ground" she said in her thick Asian accent.

"Oh Yuriko you know exactly what to say to turn a man on" replied Deadpool jokingly.

"Has the mutant showed up yet" growled the angry Russian Omega Red.

"No" replied one of the human purifiers as he had his binoculars trained on Hank's form. They were parked to where they could see him through the window.

"I'm tired of all this waiting I got better things to do rather than this" said Omega Red as he kicked the back of the Van doors open and jumped out.

"Wait! SIR! We have orders from Colonel Stryker to not be seen"

"Screw Stryker" replied Omega Red

"Wait Sir something is happening" said the Purifier

* * *

**Classroom**

"Yes Dr. McCoy" said Peter standing before his instructor

"I believe Congratulations are in order"

"For What" he asked

"I was able to talk to Dr. Connors the other day and he has assured me that you and two others have been chosen to be his newest interns and Empire State University"

"WHAT!" shouted Peter in surprise "Are you serious"

"Yes. Congratulations Mr. Parker"

"Thanks Dr. McCoy…..this is a dream come true and I couldn't have done this without you" Peter replied.

"Think nothing of it my Bo…..ARGH!" he grunted, while doubling over and grabbing his sides in agony, "Oh…..GAHHH…t-the….p-pain"

"Dr. McCoy"

Dr. McCoy fell to a knee because of the amount of pain that he was in; it felt as if his insides were on fire.

Peter bent down and tried to help his teacher, when his spider sense started to buzz.

"BACK AWAY!" he growled looking up at Peter. Peter saw that his teacher's eyes were now yellow.

"What the fu….."he started before he had to back away, seeing his teacher go through a horrible transformation. Dr. McCoy suddenly started to expand in size, his feet grew bigger as did his hands, and his muscles began to grow, sharp canine teeth formed in his mouth, razor sharp talon on his hands and feet, and his skin started to turn blue, and he began to grow thick blue fur all over his body. Peter was rooted in his spot as he saw his once normal looking teacher turn into a big intimidating looking…Beast.

**ROAR!** Yelled Dr. McCoy swinging his fury blue arm that hit Peter in the chest and sent him flying back into a few of the desk in the classroom.

**CRASH!** Went Peter as he tumbled and hit the desk. He groaned and then he sat up in time to see Dr. McCoy go charging through the door and into the hallway.

"Ugh…..What the hell" he said to himself. Peter shook his head and got to his feet, he went and grabbed his bookbag and opened it to reveal his Spider-man costume.

* * *

**Outside**

"We have mutant confirmation, he's on the move" said the purifier with the binoculars. Omega Red grinned to himself as he heard his teammate of sorts.

"Stay here all of you…..I'll handle this" he said as he dashed towards Midtown High.

* * *

**Cafeteria**

The lunchroom was filled with teens eating their lunches at their tables. Gwen was sitting at her table eating her lunch by herself when she heard a tray slam down in front of her. She looked up to see Mary Jane in front of her. The two friends hadn't said anything to each other since Gwen had punched her in the face a week ago.

"Hi" MJ ventured "Is this seat taken"

"Hi" she replied "And no its not"

Mary Jane sat down and an awkward silence followed.

"So"

"Look" they both said at the same time.

"You go first" said MJ

"Look Mary Jane I'm sorry that I punched you in the eye….I overreacted, Peter and I were broken up and…."

"No stop….you didn't overreact….its just you came in on the wrong part of the conversation. Peter and I are just friends nothing more. What happened between us….well we just got caught up in a moment, we didn't plan on that happening it just sorta did and I'm sorry that it did happen because look at the mess that it caused" she said letting out a sigh.

"I….I kinda know what you mean about being caught up in a moment" said Gwen looking at MJ

"You do"

"Yeah me and….."

"You're dating the Human Torch" came a voice. MJ and Gwen turned to see Liz Allen a few feet away and she was walking towards them, "You're dating Johnny Storm" Liz said again sitting down next to Gwen

"Will you please keep your voice down Liz I don't want everyone to know"

"How did this happen" Liz said half excitedly/half angry

"It wasn't something we planned Liz…..we just… got caught up in a moment and things progressed from there" she replied glancing at Mary Jane who smirked at her comment.

"How did you find out Liz" asked Gwen

"We stalk " she replied quickly folding her arms over her chest.

"Excuse me what" asked Mary Jane

"We stalk it's a website dedicated to the one and only Johnny Storm, on the website the main story is that there is a picture up with Johnny inside the Baxter Building kissing a blonde haired girl….and once I saw the picture I knew exactly who that blonde haired girl was" she said looking at Gwen.

"Well putting aside the creepiness of that website….yes that was me that was kissing Johnny and yes we're going out….its been about a week now" said Gwen

"GOD you have no idea of how jealous of you I am right now….I mean Johnny Storm world class hero and he is soooo hot….pun intended" said Liz

Gwen rolled her eyes and smiled a little because she knew if Johnny were to here Liz right now his ego would get even bigger.

"So don't keep me in suspense Gwen…is he a good kisser" asked Liz leaning a little closer. Gwen glanced at Mary Jane and was about to respond when a terrible roar erupted.

**ROAR!** After hearing the roar all of the teens, the teachers and lunchroom employees in the cafeteria stopped what they were doing and faced the glass entrance of the cafeteria.

**CRASH!** Through the glass the raging Dr. McCoy burst through scattering glass everywhere.

**ROAR!** He shouted scarring all of the teens and teachers

"AHHHHHHHHHHHH! MONSTER!" several teens shouted while scattering around trying to get away from the raging furry blue beast. Dr. McCoy charged on all fours and jumped. He landed on a nearby table and he let out another roar scarring the teens at the table. He then grabbed a few chairs and then tossed them across the cafeteria. Dr. McCoy slammed his big hands down on the table he was standing on and then started to beat on his chest. He jumped again and landed on the ground, he grabbed the table and spun around and threw it at a group of teens in the corner who had their cell phones out and recording what was going on.

"OH MY GOD!" one of the teens shouted diving out of the way, but before the table could hit them a giant web flew out of nowhere and caught the table. The teens looked at the table in the web and then looked up to see Spider-man sticking to the ceiling.

"GET OUT OF HERE NOW!" he shouted. The teens shook their heads and got up and started running for the side exit.

Spider-man dropped down to the ground a few feet in front of the raging Dr. McCoy.

"Dr. McCoy calm down…please….something is wrong with you I can help but you have to stop this" Spider-man tried to reason. Dr. McCoy stared at Spider-man and crouched like he was about to lung when he started to shake his head.

'_Spider sense'_ thought Spider-man as he too started to shake his head and feel light headed. He dropped to a knee, but his spider sense was blaring loudly

'_O-Okay….but…w-where_….' He didn't have to finish his thought because he looked up to see a man with chalk white skin, blonde hair, and two long whips coming out of his arms in the air. Omega Red whipped his whips and slashed across Dr. McCoy's back with his whips earning a loud roar in pain. Omega Red landed on the ground and turned around and used his right whip to wrap around Dr. McCoy's throat, he spun around and then tossed Dr. McCoy towards the lunch buffet table knocking it over.

"W-Who the hell are you" asked Spider-man still light headed but his adrenaline was kicking in so the affects weren't as pronounced as before.

"Your death" growled Omega Red before quickly twirling his whips and slashing at Spider-Man who ducked under the first slash and back flipped over the second. He shot a web but Omega Red flicked his left hand and made his left whip wrap around the web. He then yanked it over his head and slam Spider-man who was still attached on the ground and then he slammed him again and then he spun and tossed him into a wall where he slid down to the floor.

* * *

"Ow" he groaned shaking his head. He looked forward and in front of him was table that had three familiar faces hiding under it.

"Hi" he said

"Are you alright" asked Gwen looking at him.

"No….but I have to save Dr…..the blue guy" he said attempting to rise to his feet.

"Why…that blonde guy looks like he's taking care of it" said Mary Jane

"No you don't understand….."

**ROAR!**

Spider-Man looked up to see the blonde guy had Dr. McCoy by the neck with his mechanical whips.

* * *

"Hmph….this wasn't so tough, I thought you would be a challenge" said Omega Red to the growling Dr. McCoy.

"HEY!"

Omega turned to see two red feet kick him in the face hard sending him flying back, putting a dent in the wall he crashed into. The sudden shock of being kicked caused Omega Red to lose concentration and let go of Dr. McCoy.

"Dr. Mc…..AHHHHHH!" shouted Spider-man as he got slashed across the stomach by Dr. McCoy who swiped at him. Dr. McCoy then grabbed him and then slammed him into the ground and then tossed him away. Dr. McCoy beat on his chest in anger and then crouched down on all fours and began to run towards one of the windows in the Cafeteria. He burst through the window and kept running away from Midtown High.

"Damn it" growled Omega Red standing up, he retracted his whips and walked towards the window to see the fury and blue Hank McCoy running away. He stepped through the window and started to run after him.

"It's me….he's on the move" he growled into his earpiece as he doubled his speed.

Gwen and Mary Jane got from under the table once they saw the blonde hair guy with the whips leave. They stood up and went towards Spider-Man who was trying to roll over.

"Hey Spider-man they're gone" said Mary Jane trying to help him up.

"Yeah, but I gotta go after them, I have to stop him from hurting the blue…..beast thing"

"Why" asked Gwen

"Because…..I know him" he replied, "Listen thanks for the help ladies but I have to go" he said shooting a web and taking to the air.

"Be CAREFUL!" they both shouted a the same time. They glanced at each other and smirked.

"So….are we friends again" asked Mary Jane.

"….yeah….we're friends" replied Gwen with a smile.

* * *

**In the air**

"ARGH!...MY STOMACH" grunted Spider-man as he swung through the air. Dr. McCoy's claws had cut him deep and with each swinging motion he did set his wounds on fire with pain.

"GAH!..o-okay….block it out Parker….block it out, the life of your teacher is at stake…focus on that and no the excruciating amount of pain you're in…..where the hell did they go" he said but he did have to wonder for long because he could hear the unmistakable sound of screaming and gun fire.

* * *

**Not too far away**

"AHHHHHH SHOOT IT! SHOOT IT!" shouted an officer to his partner while they were looking at the fury blue beast that was Dr. McCoy.

POW! POW!

Dr. McCoy jumped over the bullet and landed behind them and hit them sending them to the ground. The officers recovered and aimed their weapons, but suddenly their hands were sliced clean off, by two mechanical whips.

"YAHHHHHHHHH!" yelled both officers in pain and in shock of seeing their limbs on the ground. Omega Red came into view and tackled Dr. McCoy to the ground. He grabbed him by the throat and held up his right hand. His right whip started to snake out of his wrist.

"Time to say good-night" said Omega Red with a smile as an electrical charge started surge through the whip.

"Okay Good night" came a voice. A knee slammed into the face of Omega Red knocking him off of Dr. McCoy.

"If you want him you'll have to go through me blondie" said Spider-man putting up his fist.

"With pleasure" growled Omega Red quickly whipping around his whips. Spider-man duck and then charged forward. Omega Red tried his best to strike the charging wall crawler but he was too quick. Spider-man charged in with a strong punch to the stomach. Omega retracted his whips and tried to back hand his opponent. Spidey blocked the backhand and responded with a jaw rattling left hook.

'_I have to keep this close quarters so he can't use those damn whips'_ thought Spider-man as he kept up his attacks, but while he and Omega Red was fighting, Dr. McCoy had turned and started to run away.

Elbow to the chin, knee to the stomach, palm strike to the nose and finally sweep that took Omega Red off of his feet and to the ground. Omega Red spit out some blood and growled at Spider-man

"I'm gonna skin you alive punk" he growled while struggling to his feet.

"Yeah I bet" Spider-man responded sarcastically, 'Spider sense' he thought urgently jumping in the air, just in time to avoid a white van trying to ram into him. Spider-man landed on the roof of the van and right when he landed 10 sharp claws burst through roof trying to skewer him. He back flipped off the van and landed on the ground a few feet away from the swaying Omega Red. The side of the van opened and a guy in dressed in a red and black costume stepped out with an RPG in his hand.

"BOMBVOYAGE! "he yelled pressing the button. The RPG flew and hit a nearby restaurant blowing it up.

"NOOOOOOO" shouted Spider-man firing a web and swinging towards the burning restaurant without hesitation.

Omega Red swayed slightly and then jumped into the van. Deadpool got in after him and the van slid close and sped off down the street.

* * *

**Later that Day: Night Nurse: 6:00pm **

A shirtless Spider-man stepped out of the medical room and he was followed by the Night Nurse. After saving those people from the burning restaurant and making sure those that needed immediate care were taken to the hospital, he went to the night nurse to help him with his wounds. He had suffered a few burns from the restaurant which she gave his some special cream for, and she stitched up his chest from the slash that Dr. McCoy had left across his chest. She said that he was lucky that it didn't get infected. Spider-man went to one of the seats in the waiting area and grabbed his shirt and quickly put it on. He still had much work to do, first and foremost he had to find and help Dr. McCoy and then he had to find out who the hell that blonde guy was and the guy that fired the RPG.

The Night Nurse went towards her desk and she sat down and looked at Spider-man, who had turned to face her.

"Um…..thanks….uh….Night Nurse"

"You're welcome Spider-man"

"Well….I guess I'll be going"

"Not so fast….there's a matter of your fee" she replied

"Fee"

"Yeah I told you I don't work for free but the only except to that rule was Matt he doesn't have to pay but you and everyone else that comes through my doors looking for secretive medical treatment has to pay and usually up front….I mean how do you think I keep this place up and running" she said seriously.

Spider-man let out a sigh and rubbed his neck

"How much do I owe you?"

"300 dollars"

"300 BUCKS!"

"That's right"

"I-I…..don't have any money"

The Night Nurse looked at him and then leaned back in her seat.

"I like you kid…..mostly because Matt seems to like you so here's what I'll do…..I'm going to take a leap of faith…..I'm starting you on a tab….and whenever you get the money just bring it to me"

"Okay…I….I guess that's fair….thank you" he replied heading for the exit as quickly as possible.

* * *

**In the Air**

"Great…..another problem I gotta worry about….coming up with the money to pay for my medical bill….sheesh. Don't focus on that right now…I need to find Dr. McCoy but his trail has long since gone cold I just hope that those psychos haven't caught up to him yet…..maybe I can find a clue as to what's going on at Dr. McCoy's apartment" said Spider-man changing directions and heading for his teacher's apartment.

* * *

**Midtown: Dr. McCoy's Apartment building**

Spider-Man landed on one side of the building.

"Okay….which floor was he on again…dammit I can't remember…..maybe I find out from his mailbox" he said to himself as he crawled towards the entrance of the apartment building.

* * *

**Up the street**

The white van that held the purifiers inside was parked a few cars away. After Dr. McCoy had ran away his trail had gone cold, the mutant tracking device they had was not as powerful as the ones inside of the sentinels, they quickly found out that they had to be within range of the mutant they were tracking. So after realized his trail had gone cold they had staked out his apartment hoping that he would make the mistake of coming back.

Lady Deathstrike was looking through the binoculars and she saw Spider-man crawling towards the building entrance.

"The Spider-Man has returned"

"I'M GONNA SLICE THAT FUCKIN ARACHNID IN HALF!" shouted Omega Red as his whips extended. He started to go for the van doors when the mutant tracker they had started to beep rapidly.

Yuriko began to look through her binoculars again and she saw a shadowy blue ape like creature run across the and towards the apartment building. The creature went around the side of the building and began to climb the fire escape.

"The mutant is here"

"Good….I'll handle this" said Omega

"No….we have waste too much time….we are already behind schedule… Wade and I will…..take care of this" said Yuriko without room for argument, opening the van door.

"Yuriko I just have to say that this is the perfect first date for us and might I add the night time lighting really brings out the bloodlust in your eyes" he joked before grabbing a few items from the van before jumping out.

* * *

**Dr. McCoy's Apartment**

Spider-Man peeked through the window but he couldn't see anything because it was dark on the inside. He dropped down on the fire escape and he lifted open the window and ventured inside.

He looked around the dark apartment and he went towards a lamp light and he clicked it on.

Crash went the sound of something dropping. Spider-man looked towards a room where he heard the sound coming from and he cautiously made his way towards the door that was cracked open. He pushed the cracked open to see a makeshift lab in the room. Spider-man saw there were several tables all around the room where there were chemicals, microscopes, the whole works. He was about to take a step into the room, but his Spider sense blared to life and he quickly back out of the room just as the fury blue Dr. McCoy dropped down, trying to pounce on his foe. Dr. McCoy lunged forward with a punch but Spider-man rolled to the right and out of the way. He hurriedly made his way back into the living room where there was more space to maneuver.

"Hold on I'm not here to hurt you Dr. McCoy I'm here to help you" said Spider-man quickly. Dr. McCoy looked at who was in his apartment as soon as he saw the spider costume he began to calm down.

"How…How do you know my name spider-man"

"Your student…..Peter Parker…..he told me that you needed help, that you transformed into some type of beast" he said, "What's going on with you"

"Its far too complicated to explain Spider-man" he replied

"Well can you uncomplicated it for me, I really do want to help you, but in order to do that I have to know what's going on"

Dr. McCoy looked at Spider-man and he could hear the sincerity in his voice.

"…..To put it simply…..I'm a mutant"

"Really"

"Yes, I'm a mutant and as you see me now is my true mutant form….long ago I develop a serum that retards my mutant genes and that has allowed me to appear normal for years…"

"And the serum wore off today" asked Spider-man in a surprised tone

"Yes…..I mean no…..Yes the serum I took was beginning to wear off, but even if it did wear off it would take a few days maybe even a week for me to revert to this. No this is the work of a genetic accelerant gear towards my DNA to eradicate the serum and make my mutant gene dominant and send my more primitive instincts into overdrive, I only recently regained control... ….." said Hank seriously.

Spider-man listened to him and the tone of his voice.

"Sounds to me like you might know whose behind this"

"I do…Herbert Landon"

**CRASH!** A black cylinder crash through the fire escape window.

'_Spider sense' _

**BANG!** From the cylinder a brilliant flash of light followed a thick white smog that engulfed the apartment. Spider-man and Dr. McCoy started to gagged a cough on the smoke.

**CRASH! **

"HERE'S DEADPOOL!" shouted a voice along with the crash. Spider-man eyes were watery but thanks to his mask he could still see slightly and he saw a man in a red and black costume landed into the apartment.

"AHHH COOL SPIDER-MAN! I'M A HUGE FAN" he said while pulling out two of his guns and opening fire. Spider-man quickly jumped out of the line of fire and dodging the bullets. Deadpool kept his weapons trained on the jumping Spider-man and didn't for one second let up. He kept firing until Spider-man dove behind the kitchen counter. Deadpool walked few steps forward until he was standing over Dr. McCoy.

"Hiya Furball" he said before backhanding him with his guns knocking him out. He then pulled out another grenade and threw it over the kitchen counter.

"FIRE IN THE HOLE!" Deadpool shouted while quickly snatching the unconscious Dr. McCoy up and running towards the fire escape. Spider-man jumped over the counter to see Deadpool running towards the fire escape with Dr. McCoy over his shoulder, thinking quick he reached into his utility belt and pulled out a spider tracer and threw it, the tracer attached to Dr. McCoy's back just as the explosion happened.

**BOOOOOOOOM!** Went the grenade blowing up Hank's kitchen. Spider-man was thrown into a wall denting it, he then quickly rolled to the side to avoid the refrigerator from falling on top of him. He slowly looked up towards the fire escape and quickly as he could he got to his feet and went to the window. Spider-man took one step out of the window and his eyes widen in shock. Standing below was an Asian woman with long flowing black hair and she had an RPG trained on the apartment. She pressed the button and the RPG flew towards him.

"SHIT!" he shouted going back into the apartment. Spider-man ran as fast as he could towards what looked like Hank's bedroom.

**BABOOOOOOOOOOOM!** Hank's whole apartment when up in an impressive explosion.

* * *

Yuriko lowered the RPG launcher off of her shoulder. She looked at Deadpool who still had Hank over his shoulder. They both wordless turned and began to run towards the white van that had pulled up. They jumped into the building with their target and the van zoomed off into the night.

* * *

**Westchester, New York: Xavier's School for the Gifted **

**Click, Click, Click**, went the sound of the TV being changed in the common room of the large mansion. In the common room of the Mansion were several students lounging about and sitting on the couch in front of the flat screen television. Those students were: Kitty, Jubilee, and Bobby Drake.

Robert 'Bobby' Drake aka Iceman, was a 17yr old mutant from Boston Massachusetts. He was about 5'8 with brown hair, and tan skin. Bobby had the unique mutant ability to freeze the moisture in the air and create ice and he could incase his body in ice, which is why they call him Iceman.

**CLICK!**

"Bobby"

**CLICK!**

"Bobby"

**CLICK!**

"BOBBY PICK A DAMN CHANNEL ALREADY!"

"Get off my back Jubilee there's nothing on"

"Well give me the remote and I'll find something" said Kitty holding her hand out.

"Pfffft" he scoffed "And watch the shopping network….forget that"

**CLICK!**

**CLICK!**

"BOBBY!"

At that moment Ororo Munroe walked into the common room

"Children what's with all of the noise" she asked in her usual regal tone.

"Bobby wont' pick a channel and he won't let us watch something"

Ororo was about to say something when she glanced up at the TV just as Bobby flipped past a news stations and she saw something that she never thought she would see again.

"Stop right there Bobby…..turn it up" she demand. Bobby shocked at her tone immediately turned up the news report.

* * *

_**TV**_

"_As you can see from the footage from several students cell phones, it appears that some type of blue ape like monster started to rampage through the cafeteria of Midtown High School. There have been no reports of injuries but that's thanks in part to resident hero/vigilante Spider-man arriving and trying to stop the monster…wait this just came in…there seems to be a report of an explosion that has happened in apartment complex in the Midtown district…_

* * *

**Xavier Mansion**

"Oh No Henry" Ororo whispered in distress _'Professor…..Professor we have an urgent situation'_ she thought

'_I know I sensed your distress, I'm watching the news through your eyes right now. Hank needs our help' _

'_That's an understatement Professor'_

'_My X-Men meet me in the War Room Now we have an urgent matter to attend to'_ Professor X broadcasted to all of the X-men.

'_Professor what about Logan'_ thought Ororo

'_I'm telepathically contacting him now and telling him of the situation, He's in Manhattan. I told him to get to Hank's apartment and to find out what he can' _

"Jubilee, Bobby, Kitty Come along" said Ororo as she turned and left the common room.

* * *

**Hank's Apartment: 20 minutes later**

"HEY JEFF! I THINK I FOUND SOMETHING OVER HERE!"

"What is it Nick" asked Jeff. Nick and Jeff were firefighters and they along with the police had arrived on the scene to see what happened and after escort the people out of the building they went up to Hank's apartment. Destruction was everywhere, one wall was blown out, burnt books and wood was everywhere. Water was shooting out from busted pipes, and part of the roof had caved in. Nick, Jeff and the rest of the firefighters had entered the apartment and started turning things over searching to see if anyone was inside. Nick had come across a big pile of debris and he saw a hand sticking out.

Nick and Jeff began to over turn some of the debris when it suddenly started to move on its own. The debris moved and then it tumble to the ground.

"Spider-man" they said at the same time seeing the wall crawler make his way from under the fallen debris. His costume and mask was torn in several places and he had several new cuts and bruises on his body, but luckily his stitches didn't re-open.

Spider-man looked at the two firefighters, while they looked back at him.

"W-W-What…..h-happened" he asked obviously dazed.

"You tell us man" Nick responded.

Spider-man put his hand to his head trying to his best to make the room stop spinning, and then it hit him.

"Dr. McCoy" he shouted urgently while struggling to get to his feet.

"Hey….you need medical attention and you need to tell us what happened"

"Later I have to save someone's life" he shouted back at them as he made his way to the blown out section of the wall. He awkwardly jumped out and shot a web and swung out of the apartment.

* * *

**Across the street**

On the roof of the building across from Hank's apartment a man stood using his enhanced eyesight to look into the apartment. He saw Spider-man jump out and swing away. He flared his nostrils and trained his eyes on the fleeing Wall crawler. He took a running start and then jumped to the next building following behind Spider-man.

* * *

Spider-man landed on a roof top and painfully dropped to a knee. All day he had been exerting himself and now it was starting to catch up with him. He put a hand to his pounding head.

"God my head hurts" he said out loud shaking it trying to get everything to stop spinning.

"That's not the only thing that's gonna be hurtin on ya" came a gruff voice.

'_Spider Sense' _

Spider-man turned in time to be tackled by a short gruff looking man. Spider-man and the man tumbled across the roof top and the mystery man emerged on top of Spider-man. He grabbed a fist full of Spider-man's costume and shook him slightly.

"Ugh" groaned Spider-man

"Now listen up ya got 60seconds to tell me everything that happened in that apartment or…." he started before he held up his free hand.

**SNIKT! SNIKT! SNIKT!** Went the sound of three, 3foot long sharp blades bursting from out of his blue glove. Spider-man looked at the sharp blades and he could see his reflection inside of them.

"You and my friends here are gonna get real acquainted…you got that…BUB!"

* * *

**End Chapter: ****Read and Review. Hey readers it's me Nomad88 back with the closing comments. First I know this chapter is a week late but as you can see a ton of stuff happened and a ton of introductions. I hope everyone enjoyed the debut of those merry band of mutants. Some of the most beloved characters in the Marvel U. I hope I did them justice and portrayed them well and if I didn't feel free to tell me and I will try my best to correct the problem. Again I hope everyone enjoyed the chapter, because next chapter is mostly and action oriented chapter. If any of you readers have any questions or concerns about any of my stories or the chapters just send me a PM message and I promise I will get back you ASAP. All that's left to say is Review (feedback is golden) and until next time…**

**Ps: Next up for update is Secret Warrior: Spider-man and then it's Batman Beyond Vol 1 and if you haven't been reading and reviewing those stories I hope you readers take the time to check it out…thanks….Later. **

**Next Up: The X-Men part 2**


	41. The Xmen part 2

**Disclaimer: I DO NOT in any form or fashion own these characters, again I state I DO NOT OWN CHARACTERS!. In fact all credit goes directly to MARVEL, STAN LEE, and of course DISNEY. They are the owners not me, so having said that I can assure you that I am not making any money off of this story, no money is being exchanged or handed to me so please find it in your heart to NOT sue me. I promise you that I have no money whatsoever…..really I don't. Now on with the story. **

**Hey Readers it's me back with a brand new chapter in the Spider-man Mythos. I hope everyone enjoyed the last chapter because this one is more action oriented than the last. So sit back Read, Review (A writer's fuel) and of course Enjoy…..**

* * *

**Chapter 36: The X-Men part 2**

**Roof top**

"YOU GOT THAT BUB!" growled the short man as he brandished his three long sharp claws. All the pain that Spider-man was feeling drained from his body as he felt adrenaline began to pump through his body.

'_Who is this clown'_ he thought while looking at his reflection in the three claws. Spider-man glanced down at the man's grip on his costume and then quicker than the clawed man could react, Spider-man kicked him in the chest hard and launched him in the air. The man flew back but in mid-air he flipped and landed on the ground.

"BIG MISTAKE BUB!" he shouted as he landed. Spider-man flipped to his feet and got a good look at his opponent. The man was short about 5'3, burly, with a heavy muscular build and he was hairy. He was also wearing a strange blue and yellow type of spandex. The mysterious man's claws seemed to be protruding from his knuckles. The man growled at him and Spider-man saw that he had sharp canine like teeth.

"RAHH!" he shouted lunging at his opponent. Spider-man barely had enough time to dodge out of the way.

'_Jesus he's quick'_ he thought jumping just in time to avoid the short man spinning around and attempting to slash at his legs with another set of three claws from his other hand. Spider-man landed in a crouch and shot a web, but the short man held up his six claws. The web wrapped around his claws and with a quick turn of his wrist he slashed the webs and they fell to the ground like tissue paper.

'_Okay note to self…claws and webbing don't mix'_ he thought to himself.

The short man crouched low and began to circle his prey like a hunter on safari. Not for one second did Spider-man take his eyes off of his formidable opponent.

'_Spider sense'_ thought Spider-man. The short man sprung from his spot with all six claws aimed forward and at his chest. Spider-man back flipped and the man sailed over him. The man flipped and landed on his feet, but Spider-man using his agility, put on hand on the ground and then twisted his body and kicked the man in his chest. Spider-man then sprung off his hand and rolled in the air and landed behind him and grabbed him by the mask on his face and threw him across the roof top. The man rolled across the ground and sprung up just in time to receive a web ball to the face.

"Oomph" he grunted feeling the hard balls of webbing hit him in the face. Two more web balls hit him before he swung his arm and sliced the next two that were coming for him. He growled again and then charged at his foe. The man slashed and slashed but Spider-man was by far the most agile opponent he has ever faced. Each attack he swiftly moved out of the way almost as if he knew what was coming.

"Stand still" growled the short man

"Sorry that's not what I'm known to do" Spider-man quipped before dodging a mid-ranged strike; he grabbed ahold of the man's arm and then brought him in for an elbow to the nose followed by a hard back fist.

"Ugh" the man grunted

"OW!" shouted Spider-man. He kicked the short man away and then jumped in the air and landed on the ground a few paces away creating space between them, "OW" he said, '_God…..is his skull made of metal…..Jesus….my hand is numb'_ thought Spider-man while cradling his hand and looking at his opponent who had a large smile on his face and a small trail of blood going down his nose.

"First blood…" he started before blowing his nostril and making some blood fly out of his nose and to the ground, "You're good bug….it's been a whole 3 days since I've had a good fight, I'm gonna enjoy guttin ya"

"WHO THE HELL ARE YOU!" he shouted

"I'M THE WOLVERINE BUB! RAHH!" he yelled running and jumping. Spider-man jumped to the right, but Wolverine anticipated his pattern and quickly landed and then sprung to the right as well, he slashed at his foe with those sharp claws and slashed his chest.

"ARGH! MY STITCHES!" shouted Spider-man shooting a thick patch of webbing in Wolverine's eyes and then springing away.

Wolverine growled and flailed around trying to rip the webbing off of his eyes. Spider-man landed a few feet away and looked down at his chest to see that his stitches had been slashed open and his chest was bleeding and hurting again.

"OW" he whispered angrily to himself, he then looked up and saw Wolverine tear the webbing off of his eyes and turn around and look at him.

"Fightin' Dirty insect" he said in his gruff tone.

"Actually short stuff Spiders are Arachnids not insects and you slashed open my stitches"

"Gonna do more than that if ya don't tell me what I wanna know"

"I'm not telling you a damn thing" Spider-man replied

"I was hoping you would say that arachnid" he said before running at him.

'_Okay no more mister nice Spider-man'_ he thought while running at Wolverine.

"RAHHHH!" they both shouted jumping at each other but before they reached the other they stopped in mid-air. Spider-man looked at himself in confusion and then at Wolverine, they were both hovering off the ground and frozen like an invisible force was holding them in place.

"What the….HELL!" shouted Spider-man when he felt himself being yanked upwards and towards the sky.  
"I REALLY HATE IT WHEN YOU DO THIS JEANNIE!" shouted Wolverine. Spider-man glanced at him and saw that he was being yanked upwards as well. He looks up again to see what looks like a section of the sky open up. The two were yanked through the opening and then it closed without making a sound.

* * *

"Omph" grunted Spider-man as he was dropped onto the metal surface.

"Sorry about that…Wolverine weighs a ton and I need complete concentration when I'm picking him up and putting him down" came a lovely voice. Spider-man pushed himself up to a sitting position to see a beautiful red haired woman that looked to be in her late 20s early 30s in front of him in a tight form fitting navy blue and beige outfit with an X on her belt.

"Jean I really hate it when you do that" came Wolverine's gruff voice.

"Well Logan I really hate your fight first and ask questions later approach" replied the woman named Jean.

"Hey Darlin' he started it"

"No I didn't you came out of nowhere and started slashing at me" Spider-man retorted pushing himself up, he then turned his attention to the woman, "Who the hell are you" he demanded.

"I'm Jean Grey and I mean you no harm Spider-man"

"_Escort our guest to the bridge Jean"_ came a voice that seemed to come from everywhere.

"Who"

"Yes Professor" she replied, "Come with me Spider-man I'll show you" she continued turning and walking towards a silver door with an X in the center. The door swished open and she continued through. Wolverine cracked his neck and started forward, he brushed past Spider-man

"She saved you from a world of hurt bub" he said as he continued on and through the door.

"What the hell is going on" he said to himself. Looking around he saw that there was no exit, so he only had one choice. He let out a sigh and started forward and ventured through the door.

* * *

**Bridge**

**SWISH! **Went the sound of a door opening. Through the door stepped Jean Grey and she was followed by Wolverine and lastly Spider-man. As he stepped through the door he eyed the spacious and sophisticated bridge area of the ship and he looked on as several people turned their seats around and all eyes were on him.

'_Strangely I feel like I'm in the new guy in high school'_ he thought. Spider-man looked at all of the people in the ship. He first glanced to the center of the ship where Jean was standing next to a bald headed man in a wheelchair. The man had on a blue suit and looked to be in his mid to late 50s, possibly early 60s. From there he glanced to his right and he saw a gorgeous woman in her early 20s with long auburn hair and a few white streak in the front. She had tan skin, green eyes, and a toned build; she was wearing a brown jacket with light green and yellow spandex and around her waist she had a brown belt with an X for a buckle. Next to her was Wolverine and then next to him was an obviously tall man. He looked to be in his early 20s as well. He had dark hair, blue eyes, even toned complexion. He also had a broad muscular build that suggested that he worked out heavily. He was wearing a red and white sleeveless outfit, also around his waist was a belt with the letter X in a circle. Spider-man then turned his attention to the pilot and co-pilot. The Co-Pilot was a gorgeous brown skinned woman in her early thirties. She had long white hair, blue eyes, and she had a curvaceous and lean build that was shown through her skin tight white outfit, and she had a cape that hung behind her. Her outfit also had two X's in a circle on her shoulders and an X on her belt.

In the Pilot's chair was a man in his late 20s early 30s. He had brown hair, and clean shaven face. Spider-man couldn't tell his eye color because he had a strange yellow visor over his eyes. He was wearing a strange blue and yellow spandex that showed off his toned lean build. From there his eyes drifted to a teen that appeared to be made of Ice, and standing next to the ice teen were two people he recognized.

'_I….know them…..what were their names…uh…uh….oh yeah Kitty and Jubilee'_ thought Spider-man as he looked them up and down. Kitty was wearing a form fitting dark blue and yellow spandex, while Jubilee was wearing her trademark yellow coat, a pink shirt, and blue shorts. After quickly glancing over everyone Spider-man shifted awkwardly in his spot.

"Uh….Hi"

"Hello young Man" came the voice of the man in the wheelchair. He made his chair move forward until he was right in front of him.

"I am Professor Charles Xavier" he said holding out his hand.

"Hi…..I'm…." Spidey started to reply.

"Spider-man yes I know" he replied

"OH MY GOD YOU'RE SPIDER-MAN!" shouted Kitty "Can I please have your autograph" she continued getting up from her seat and going towards him.

"Pipe down half-pint this ain't the time" came Wolverine's gruff voice.

"Oh my gosh you're bleeding" she commented looking at his chest and the three claw marks.

"Yeah…...Compliments of Short, tough, and hairy over there" he quipped. Wolverine growled slightly at him.

"Our apologies Spider-man Wolverine can be a little over zealous when it comes to extracting information, but we were concerned with what happen in that apartment" said the Professor calmly.

"Who are you people?"

"We are the X-men" he stated with a proud smile gracing his lips.

"The X-what" he asked again.

"The X-men Spider-man" said Kitty with a smile as well "We're mutants"

"You're mutants"

"That's right Spider-man" said Jean walking forward "We are mutants who have dedicated our lives to bringing peace between Mutants and Humans"

"I've never heard of you"

"That's because we operate in secret. The world at large does not know of our existence or the existence of mutants just yet" replied the Professor.

Spider-man stood there just looking at them and trying to process all of the information that was going through his head.

"Spider-man….what can you tell us about what happened" came the urgent voice of the Brown skinned woman.

"Before I answer that, just why do you people want to know?"

"Because our friend Henry McCoy was in that apartment" she answered

"So you know Dr. McCoy" he asked

"Yes, Henry used to be apart of the X-men" answered the Professor.

'_These are his friends….they seem trustworthy….and I might need some help getting Dr. McCoy back_' he thought to himself. Not having much of a choice Spider-man answered the question.

"Alright….it short we got blown up. This all started earlier in the day around 1:00 maybe. Dr. McCoy transformed into some type of blue ape creature. I tried to stop him but then these people showed up"

"People…what people" he asked

"I don't know…One guy with chalk white skin and these long whips coming out of his wrists"

"GRRR…Omega Red" growled Wolverine in anger

"You know him" asked Spider-man

"We used to be on the same team…a lifetime ago"

"Yeah it seems like the two of you would get along" Spider-man added.

"Who else Spider-man"

"After I fought Omega Red he disappeared so I tracked Dr. McCoy back to his apartment he was in the middle of telling me that some man named Herbert Landon was responsible. He said he gave him some type of Genetic accelerant serum, but before he could go into further detail some guy calling himself Deadpool got the drop on us"

"Wade" growled Wolverine balling up a fist.

"Deadpool grabbed Dr. McCoy I was gonna go after him…but some Asian woman let loose an RPG and then Boom" he finished

"So you don't know where they took him" asked the man with the visor over his eyes.

"No….."

"Back to square one Professor" interrupted Jubilee

"Not necessarily. You didn't let me finish. I was going to say I don't know where they took him yet…..before they took him I was able to place a spider tracer on him"

"A spider tracer" came the southern accent voice of the girl with the white streak in her hair.

"It's exactly how it sounds" he replied reaching into his utility belt and pulling out the hand held device. He pulled it out and turned it on and looked at the screen.

"Well" asked the teen made of Ice after a few seconds.

"Nothing" repeated Spider-man

"Could it be possible they found it" asked Jean

"No I don't think that's it, if they would have found it they would have destroyed it….this thing is not reading that it's been destroyed. Perhaps I'm out of range; my tracers only have about a 8 mile range, which is why it's important that when I place one on someone I'm not too far behind"

"Professor maybe Forge can boost the signal" the brown skinned woman suggested.

"Cyclops head back to the mansion; I'll contact Forge and tell him we're on the way"

"Mansion…what mansion" asked Spider-man

"Have a seat Spider-man" said Jean pointing to a seat behind Kitty "We are going home"

* * *

The cloaked X-jet engines revved up and the jet began to turn. The boosters kicked in and the X-Jet rocketed off, back to their Mansion in Westchester New York.

* * *

**Pacific Ocean: Same Time**

General Ross looked out of the window the military plane and at the vast blue Pacific Ocean again. After a second he glanced back at his companions inside of the plane. He looked at the smirking Colonel Stryker and then at the grinning Herbert Landon. Once he finished looking at them his eyes roamed over to the Purifiers. Deadpool was humming a jovial tune to himself while sharpening his swords, Lady Deathstrike looked to be deep in thought while stretching her sharp fingers, a quick flash of pain crossed her face as she stretched her fingers but the expression only lasted for a split second before a steel looked of determination rooted itself across her face. Next was Omega Red who had his feet propped up and had his eyes closed, and lastly were the only humans of the purifiers they were playing a game of Texas hold em'.

General Ross turned his attention back outside to the water. About 30minutes ago the purifiers arrived in the hanger with their target in tow. The General's eyes widened when he laid his eyes on the fury blue mutant. The purifiers quickly loaded him onto the plane and then they all boarded the plane.

"Abnormally fast travel" commented the General turning to Colonel Stryker.

"Haha, you're right, but it pays to have connections General"

"Dually noted….what connection do you have to get such a fast plane"

"The Stark kind. This plane is fitting with a variation of the experimental Stark boosters used for space travel. I had my science team make a few adjustments. Unfortunately The Mark I Sentinels have not been fitted with the boosters"

"And why not"

"Well because replicating something that Tony Stark built is extremely difficult…..or at least that's what my science team is telling me, so far they've only managed to replicate part of the booster and outfitted it into this plane which why were quickly approaching the Island. Imagine though once they replicate it fully and outfit each Sentinel with a booster..."

"The mutants won't stand a chance" came the voice of Herbert Landon, "There will be no place for them to hide"

"My sentiments exactly" replied Colonel Stryker "We can finally take the fight to these abominations"

General Ross stood from his seat quickly passing by his companions surprising them slightly. He walked down the aisle passing by the Purifiers and he made his way towards a door that led to the cargo. The General pressed the circular button and then he stepped through the door.

* * *

**Cargo**

The General stepped through and found himself in the cargo area staring and the fury unconscious and caged form of Dr. Henry 'Hank' McCoy. He looked at the unconscious man for a long moment until he let out a sigh and he rubbed his bearded face.

"What are you doing Ross" he whispered to himself "What are you doing"

"You're ensuring that we win" came a voice

General Ross turned around to see Herbert Landon standing behind him. The door closed behind him and Herbert walked until he was standing next him.

"Not getting cold feet are you General" he said Smug "As I live and breathe I thought I'd never see the day where General 'Thunderbolt' Ross would get cold feet about anything"

"Shut up Landon, I'm not getting cold feet. I just don't share the same…..enthusiasm about this whole matter like you, Stryker and those psychos out there" he replied.

"Oh. I find that hard to believe, I thought you had a general dislike for all things abnormal…especially mutants"

"No. I don't hate mutants I actually think they have a valuable use in the military"

"I do agree…..a few of them have some…..merit, but for the most part Mutants are a blight upon mankind. A hiccup in the gene pool if you will, a mistake that needs to be corrected, before they overrun the dominant species on this planet…..us" said Herbert with a dark look in his eyes. The General looked at Herbert and he shook his head.

"You're insane Landon"

"No more than you General"

General Ross turned to look at the younger man and he scowled

"Ross you call me insane but who is truly the insane one…me standing here because of my beliefs or you stand there obviously having second thoughts about joining us, but your undying hatred for the Hulk and Banner keeps you rooted in your spot"

General Ross's eyes narrowed at Herbert's comment because as much as he hated to admit it, Landon was right. The only reason why he was here in the first place was because he was promised all the funding he would need to go after the green goliath the Incredible Hulk.

"…" the General didn't respond

"Yes I know all about your deal with Stryker in exchange for your support you will get as much funding as you need to go after that abomination inside of Banner. That's probably why you're having second thoughts your in this for selfish reasons, unlike me. I'm doing this for the betterment and sake of Mankind, I'm doing this so….."

"HA!" laughed the General "You know something Landon…..it pains me to say this but you have a point, I'm in this for my own selfish reasons…..I hate the Hulk and I hate Banner…and I want both of them with every ounce of my being, I want to destroy Hulk and I'm willing to ignore the sheer ethical and moral path that I'm taking to get him but….you…..you are a self-righteous bastard, I hope you realize that" he said shaking his head "I can't believe you and Stryker have deluded yourselves into thinking that what you're doing….with this project Sentinel is actually for mankind's sake. The two of you don't give a damn about Mankind because if you did then you wouldn't be doing this in secret. You're doing this because deep down you're jealous. You're jealous at the fact that despite your feelings of superiority you're not superior because you weren't born a mutant. You're a geneticist right you study genes and you believe in evolution right, then you should know that logically speaking mutants are the next step. People born with gifts that we can't possibly explain and usually these gift show themselves around puberty but yet here you are….plain….unordinary….boring and you're jealous. If history has taught us one thing is that when people are jealous then tend to do things…irrational things…..like build an army of robots to hunt those they are jealous of...that's why you're here Landon and that's why Stryker is here, so all of those Delusions of Grandeur rolling around in your head…..needs to stop and you need to admit the truth" said the General staring into his eyes. Herbert clenched his fist because a small part of him, a part of him that he didn't want to admit acknowledges what the General was saying, acknowledging every single word. Herbert unclenched his fist and swallowed the lump that had formed in his throat. He quickly composed himself and he let a smirk grace his lips and turned away from General Ross.

"Believe what you want to Ross…but just know, there is no room for uncertainty with this project…..either you're in all the way or you're out….you need to decided fully before this plane lands, but a word of advice….if your answer is no….don't tell Stryker….at least not on the Island, because for him this is life and death and if you stand in his way…..he will kill you" said Herbert

"Is that concern I hear in your voice Landon"

"Well I can't have my soon to be father-in-law dead now can I….whose gonna walk Betty down the aisle" he replied with a smirk

"She has no interest in you Landon….let it go" he said abrutly turning and leaving the Cargo area.

"I always get what I want General…..and I want your daughter" he said to himself as he watched the cargo doors close.

* * *

**X-Jet**

Spider-man was sitting in seat behind Kitty in the X-jet. He glanced all of the people in the jet again and each seemed to be in their own world, but he couldn't take the uncomfortable silence so he decided to break it.

"So…..uh….what you're names, I mean you guys know mine so I think it's only fair that I know yours"

Kitty turned around in her seat to face him.

"Well Spider-man I'm Shadowcat" she said, "And that's Jubilee, Iceman, Rogue, Wolverine, Jean, Colossus; he's the newest member and he's from Russia but he can't speak English too well just yet, that's Professor X, Storm and our fearless leader Cyclops"

"Nice Tah Meet ya Spider-man" said Rogue in her southern accent.

"Likewise" he replied "So….uh…what's with all of the Spandex"

"I'm going to answer your question with another question: What's with the red and blue long johns Spider-boy" Iceman quipped.

Spider-man looked down at his costume and he smirked under his mask at Iceman's comment.

"Touché…..but that's Man…..Spider-man, Popsicle"

"Funny" Iceman replied sarcastically.

"Okay….so Fancy names, spiffy costumes and from the looks of things a Jet…..one has to wonder where does the funding come from…hopefully not through unscrupulous means"

"Nothing could be further from the truth Spider-man" said Professor X "My father left me a substantial inheritance"

"Very substantial"

"Pfft that's an understatement the Professor is loaded" said Jubilee

"So you guys are mutants….I assume you each have an interesting power set…I think I got the gist of short and means power…and I guess since it was your voice I heard in my head professor it's safe to assume you're…..a telepath…..right" he asked with a hint of apprehension in his voice

"That's correct" he replied

"What's with the tone there Spider-man" asked Rogue

"The last telepath I ran into tried to invade my mind….So forgive the slight apprehension Professor"

"Nothing to forgive young man most people feel just as you do, I've grown accustom to it, but rest assured I will not invade your mind…but I'm curious you've run into another mutant telepath"

"Yeah…when I was a honored guest of S.H.I.E.L.D." he said causing everyone to let out a collective groan, "I see I'm not the only whose met the personality challenged Nick Fury and his Agents"

"Yeah we're acquainted with him ah'right" said Rogue folding her arms.

"Not exactly the first people on our Christmas List" said Kitty.

"But they've bailed us out of a few jams in the past….so they're alright in my book" commented Iceman.

"We're coming up on the Mansion Professor" said Cyclops over his shoulder.

"Excellent I've already alerted Forge to our predicament"

The Blackbird took a small dip and through the front screen Spider-man could see a Large Mansion in the middle of a beautiful and well maintained landscape coming into view. He saw a large pool that was in the back of the mansion, as well as a basketball court.

"Wow…you guys live here" he asked in amazement

"Yep….home sweet home" said Kitty happily.

Cyclops piloted the X-jet down towards the basketball court. Storm began to flip and press a few button in front of her. The landing gear beneath the jet unfolded and the basketball court down below started to separate, the X-jet lowered down into the opened court and it quickly closed shut behind them.

* * *

**Under the Mansion**

**THUD! **Went the sound of the landing gear touching down on the metal surface. The landing ramp lowered and the X-men started to file out. Spider-man walked down the ramp and saw that he was in some type of underground hanger.

'_Definitely a substantial inheritance'_ he thought to himself

"This way Spider-man" said Jean waving him over to metal door with an X in a circle over it. He quickly made his way over to Jean and the two walk through the door and down a white hallway.

* * *

In the hallway Spider-man passed by several cases where it looked like their spandex uniforms were kept. He looked up and he saw names over each of the case.

"Thunderbird…Nightcrawler….." he read off.

"Other members of the X-men that are currently off in the world doing their own unique hobbies" she replied. The two turned a corner and walked into a room where the rest of the X-men where gathered.

"Well to the war room" said Jean with a smile.

"War room" he repeated.

"Spider-man there is someone I would like for you to meet" came The Professor's voice, "I would like for you to meet Forge"

Spider-man looked at the man standing next to Professor X. Forge stood at 5'11 and had long dark hair that was kept in check by a red head band over his head. Forge had brown eyes, a dark tan, a trimmed goatee and he looked to be of Native American decent. He had on a form fitting blue and yellow spandex costume like the rest of the X-men, but the only difference in his costume was the right leg, his right leg was a mechanical prosthetic. He continued to look him over and he also saw that he had a mechanical left hand.

"Nice to meet you Spider-man" came his light baritone voice.

"Uh yeah nice to meet you too Forge"

"The Professor told me you placed a…spider tracer on Hank"

"Yeah I did but my tracker only has a set range and I can't pick it up"

"May I see it" he asked holding out his mechanical left hand. Spider-man reached into his utility belt and pulled out his tracker and gave it to Forge. Forge took the tracker and he inspected it with a curious eye. He held up his left and had flicked it and a screwdriver emerged from his palm. He turned it over and opened the back and looked at the electronics inside and his eyes widen.

"My God" he said in amazement

"What is it Forge" asked Storm. He glanced at her and then at Spider-man.

"I'm just amazed at this thing. Spider-man did you make this tracker out of chewing gum and toothpicks" he asked jokingly.

"Well excuse me if I don't have access to a state of the art underground lab. I make do with what I got" Spider-man quipped back

"I'm astonished that this device is working, the electronics are atrocious, but the ingenuity at how you jury rigged this thing Spider-man, proves that you have some intelligence" said Forge while he was messing around with the spider tracer.

"Uh…..thanks" he replied

"Forge we're pressed for time can you or can't you make this thing pick up Hank's signal" Cyclops chimed in.

Forge began to furious rearrange a few of the electronics with some of the tools that was built into his mechanical left hand.

"Yes I can…let's head to the blackbird" he said leaving the War room and heading back down the hallway and towards the X-jet. The X-men and Spider-man quickly followed behind him.

* * *

**X-Jet**

"Okay I've rewired this tracker and patched it into the Blackbird's coordinate systems…now all I have to do is expand the area search and….."

While Forge was talking the X-men and Spider-man were looking at the viewing screen in the X-jet. A map of the US pulled up and then a map of the World pulled up.

**PING! PING! **

"Gotcha!" said Forge in excitement as a red dot formed on the map of the world. The red dot was quickly moving along in the middle of the Pacific Ocean, "According to this he's somewhere over the Pacific"

"Everyone Strap in" came Storm's voice.

"You all go I'm going to stay here and connect into cerebro to see if I can tap into Hank's mind again" said the Professor as he wheeled himself off of the X-Jet.

"I'll be….." started Forge before the ramp to the X-jet closed.

"Sorry Forge you're coming along, just in case something goes wrong" said Cyclops as he started the engine to the X-jet. The jet's engine started up with a loud roar. The ceiling began to part and the night time sky could be seen. The X-jet lifted up and rose through the opening and rocketed through sky.

* * *

**Purifier Plane: **

"Sir...we are coming up on the Island now" came the voice of the pilot over the intercom system. Colonel Stryker looked up from his files and he turned to Landon and he nodded his head. Herbert Landon let a smile grace his lips and he stood up from his seat on the plane and went to the Cargo hold again.

* * *

**Cargo**

Herbert entered the Cargo area and he walked up to Hank's cage. He reached into his suit pocket and pulled out some smelling salts and he placed the salts under Hank's sensitive nose. The result was instant. Hank sniffed the strong smell and immediately began to stir.

"Ugh…..My….stars and garters" groaned Hank as he eyes began to open. Once there were fully open the first thing his yellow eyes saw the smirking face of his 'friend' Herbert Landon.

"Landon"

"Hello Hank" he replied

"You…..Why"

"I know you have question my friend…" he started

"You are not my friend" Hank shot back quickly

"Quite right Henry…I'm not, but you've been a good friend to me" he replied "It is because of you the greatest invention known to man will be fully functional"

"What invention is that" Hank asked angrily

"You'll know it when you see it" Herbert replied cryptically before going over towards a panel that by the door he entered. He looked at the panel and he pressed in a few numbers into the key pad.

Suddenly the floor where Hank's cage was sitting on opened up and the cage that held Hank inside fell through the hole.

"Goodbye Hank" said Herbert before a laugh erupted from his lips.

* * *

"OH MY GOD!" shouted Hank as his cage fell through the air and towards a luscious green forest. Hank could make out that it was some sort of Island but that was about all he could see other than the quickly approaching ground.

**CRASH! CRACK! BANG! BOOM!** Went the sound Hank's cage hit several trees, branches and rocks. On the last large rock that Hank's cage hit, the lock was busted and the door opened and Hank was thrown from the cage and into a small creek. Hank painful pushed himself up and he looked at the surrounding trees, he then looked upwards and saw the plane he was dropped from flying in the northeast direction.

"Where am I" he said to himself as he stood up. His fur was wet and he shook himself trying to dry off as best as he could. During his shaking the small spider tracer on his back was shaken off. Hank stopped his shaking and then looked into the northeast direction. He crouched low and then jumped towards a tree and began to swing on the branches after the plane.

* * *

**X-Jet**

"Forge, Hank's signal just went blank" said Storm looking at the screen. Forge stood from his seat and went to the console. He flipped a few switches around and then looked at the spider tracer.

"You're right….but it's a problem on the other end….the tracer must've been lost or destroyed…but don't worry I can pull the last area the tracer was last located….there" he said. A red dot formed again on the screen.

"What's our ETA Cyke" asked Wolverine

"Thanks to Forge's recent booster improvements…..we're about 20 minutes out….X-men get ready" he stated seriously as a he flipped a switch and the X-jet increased it's speed even further.

* * *

**Master Mold**

"Trask...Fire up the Sentinels, we have a mutant on the Island that I want found…..and I want full armory, I want to see what these things can do" said Colonel Stryker as he, General Ross, Herbert Landon, and the Purifiers walked towards the computer where Dr. Bolivar Trask was standing. Bolivar turned towards the computer and began to furiously type in Stryker's demands.

* * *

**Down Below**

Five Sentinels gave a synchronized beep before the boosters in their feet roared to life. The Sentinels lifted up in the air and then flew through the hanger doors of Master Mold's stomach and flew through the sky.

* * *

**Krakoa Jungle**

Hank was swinging from branch to branch when he had to come to a stop. He took a few quick breathes and rested against the bark of the tree. While he was resting he closed his eyes for a split second but then his ears began to perk up. He opened them and turned to where he heard soft rumbling sounds. The rumbling began to grow louder and louder.

"It sounds…sounds like a jet" said Hank happily and looked to the sky, _'Perhaps the Professor sensed my distress...one can only hope'_ he thought to himself as he climbed the tree he was in, he continued to climb until he reached the top most branch where he had a clear view of the blue sky. As Hank searched the sky his eyes saw several figures flying in the distance. He scrunched his eyes and he could make out that they were very large and had a human looking appearance. Closer and closer they flew until Hank could make out what they were.

"Are…..are those flying robots" he asked out loud.

"LOCATING! LOCATING!" boomed the flying Sentinels voices in unison. The Sentinels' head looked down towards the forest and then its cybernetic eyes locked onto a blue furry figure in the trees. The iris turned and zoomed in on the form of one Hank McCoy. The Sentinels scanned Hank's form.

"SCANNING! SCANNIG! MUTANT GENE DETECTED! MUTANT ERADICATION PROGRAM ACTIVATED!" the Sentinels boomed as they raised their hands. Yellow energy erupted from holes in their palms and directly at Hank.

"OH MY LORD!" shouted Hank as he jumped out of the tree just as the energy beam hit and incinerated the tree. He grabbed the branch of another tree and looked on in horror as the Giant robots landed on the forest floor with a loud thud.

**THUD! **

"MUTANT SURRENDOR!" boomed the Sentinels as their eyes locked onto Hank and opened fire again.

* * *

**Master Mold**

"The A.I. seems to be a bit sluggish" commented Landon looking through Master Mold's eyes as they watched Hank duck and dodge each of their blast.

"That's why we call this a trail run Landon" Dr. Trask shot back in slight annoyance. While they were watching Dr. Trask was taking notes and making small adjustments through Master Mold's systems so they would relay to the Sentinels that were attacking Hank.

* * *

**Krakoa Jungle**

"By my stars in heaven" gasped Hank as he hid behind a rock for cover, _'These….these monstrosities are relentless' _he thought to himself as he peeking around the corner. He saw that they had stopped and were searching for him. Hank hugged himself to the rock and took in a few deep breathes.

'_Okay McCoy…time to brush off that old training from the Danger Room….remember everything you learned' _he mentally coached himself. Once again Hank peeked around the rock and he saw the five Sentinels, as he looked at them a plan began to form into his mind. Looking down he saw a small rock, he bent down and picked up the rock and he threw it into a bush. The Sentinels instantly turned to the sound and began to fire. Hank took the opportunity to run away from his spot and jump into a tree.

'_Their A.I. is limited and a bit sluggish. That must mean…..this is a trail run, attempting to work out the kinks on an unlucky subject….me. I wonder though could someone be controlling these robots….it is a distinct possibility….most likely it's Landon'_ Hank thought to himself. One of the Sentinels stepped towards the tree he was in but then turned still trying to search. Hank suddenly got another idea, he gathered his courage and he leapt onto the back of the Sentinel next to him. Using his claws and agility he climbed to the head of the Sentinel.

"HEY! OVER HERE!" he yelled. The other Sentinels turned to the yelling and they saw Hank.  
"MUTANT!" they shouted holding up their hands and unleashing a powerful blast. At the last moment Hank jumped off the Sentinel. The blast ripped through the Sentinel's skull, blasting its head off and a large hole was blown in its chest, effectively destroying it.

Hank mentally congratulated himself on taking out one of the Sentinels, but four of them were still after him. Once the Sentinels blasted one of their own to bits, they didn't stop they kept following Hank and blasting. Hank landed on another branch and jumped away in the nick of time. He did a roll on the ground and made a dash towards the feet of another Sentinel. The Robots kept firing even as Hank jumped onto the feet and began to rapidly climb up. The others fired and blasted the feet off and then the legs. The sentinel wobbled and then collapsed. The collapsing Sentinel raised its arms and it accidentally blasted the arm off of one the remaining Sentinels.

* * *

**Master Mold**

"Crafty furball isn't he" laughed Deadpool looking at the screen.

"Shut up!" shouted Dr. Trask. He couldn't believe how badly his Sentinels were performing. Hank had effectively destroyed two Sentinels and damaged another one.

"Calm down Bolivar…like you said this is a trial run" said Colonel Stryker, but he was a tad bit upset as well. If these Sentinels couldn't kill one mutant then there was no way they could destroy a million.

**BEEP! BEEP! BEEP! **

"What the hell is that" asked General Ross

Bolivar started typing into Master Mold's computer.

"There's an unidentified object heading for the Island" he said "Hold on I'm pulling up an image"

An image of the X-Jet was shown on Master Mold's screen.

"IMPOSSIBLE!" shouted Colonel Stryker in anger instantly recognizing the X-jet "HOW DID THEY FIND OUT!" he shouted

"Who" asked General Ross

"They call themselves the X-men"

"Wolverine" Lady Deathstrike, Deadpool, and Omega Red said under their breathe

"Purifiers get ready….Bolivar disrupt their systems and activate the other Sentinels and blast them out of the sky"

"But Colonel Stryker….."

"DO IT NOW TRASK!" he shouted.

* * *

**Down Below**

Dozen's of Sentinels gave a synchronized beep and turned on. The rocket boosters in their feet roared to life. The Sentinels then flew out of Master Mold's chest and took to the sky.

* * *

**X-Jet**

**SRZZZZZ SRZZZZZ** went the sound of the electronics in the X-jet going slightly haywire. Suddenly the lights dimmed for a second and the X-jet began to shudder and shake.

"Okay….starting to freak out what's happening" said Spider-man.

"Dammit…something is messing up our systems….we're starting to lose power" Storm replied, "Forge, do something"

"I'm trying Roe, I'm trying but whatever type of disrupter that's hitting us is very powerful, it has more juice than the X-jet can handle, hence why we're losing power so quickly"

**SHUDDER! SHUDDER!** Went the X-jet again as the turbulence increased.

"Cyke….keep us steady" growled Wolverine

"I'm trying…..Jean give me a little help"

Jean closed her eyes and used her telekinesis to grab hold of the X-jet to try and halt some of the turbulence.

"Oh No" came Forge's voice.

"What now" asked Kitty

"I've blocked off some of the disrupting signals and sent it back to the source, there was a small backlash and…and there appears to be a cloaking device that's surrounding this area, and I think its been disabled" he said

"Cloaking device" Bobby repeated, but as the words left his mouth the fog that was outside of the X-jet lifted and the beautiful Island of Krakoa could be clearly seen.

"What the hell" said Bobby

All of the X-men and Spider-man looked on in shock at the Island

"Whoa" went Jubilee.

'_Spider-Sense'_ thought Spider-man as it kicked it hyperdrive. He could feel danger everywhere.

"Uh….I think we need evasive maneuvers right now" he said quickly.

"Why?" asked Rogue

"No He's right CYCLOPS LOOK!" shouted Storm

From the Island dozens of what looked like robots were flying straight for them, they held up their hands and began to shoot at them.

"Something tells me that's not good" came Kitty voice

"What was your first clue" Bobby replied as the X-jet shook again.

"Everyone hold on" came Cyclops' calm voice. He twisted the controls and the X-jet did a barrel roll in the air just as a few of the beams almost hit them.

Cyclops did his best to weave and dodge the X-jet out of the path of the beams but there were too many Sentinels, "JEAN!" he shouted "SEE IF YOU CAN GIVE US SOME SHIELDING!"

Jean closed her eyes and formed a telekinetic bubble around the X-jet shielding them.

"Scott I can't hold this for too long….their weaponry is too powerful" she said with a look of hard concentration on her face.

"Forge" called Strom

"I'm trying to think of something now…..I might be able to trigger an EMP to knock out their systems"

"EMP!" shouted Spider-man "That will not only knock them out but us as well"

"It's a chance we'll have to take" said Cyclops making the decision, "DO IT!"

"Alright everyone…hang on this might be a little rough" said Forge as he type into the computer.

"SCOTT I CAN"T HOLD IT ANYMORE!" shouted Jean

"Just a little longer Jean" he said trying to coach her and fly the Jet.

Jean dug deep down and forced herself to keep her concentration, but as she was concentrating an image danced across her mind.

* * *

**Mindscape**

Jean opened her eyes to see herself in an open white space. It was nothing but white everywhere, white to her left, white to her right. At best, she could only describe it as a white room.

"Where am I" she said out loud. As the words left her mouth, a flame appeared before her. It was a warm and inviting orange flame. Jean looked at it in confusion, she reached out to the flame and as she touched it, the small flame erupted from warm and inviting to scorching and threatening. Jean fell back on her butt as the flame twisted and expanded and filled the white room. The flame began to take the shape of a giant burning bird that bore it menacing form down upon Jean.

"**YOU ARE WITH THE PHOENIX!"** the giant bird shouted before letting out an ear piercing screech.

* * *

**X-Jet**

"AHHHHH!" screamed Jean as she suddenly slumped forward in her seat.

"JEAN!" shouted Cyclops and Wolverine at the same time. The shielding around the X-jet vanished and the Sentinels began to fire upon the Jet.

**BOOOOOM! BOOOM! BOOOM!** Went the sound of the energy beams hitting its target. The emergency alarms blared to life.

"CYCLOPS WE'RE TAKING TOO MUCH DAMAGE" said Storm.

"FORGE EMP! NOW!" shouted Cyclops feeling the X-jet get hit with energy blast.

Forge finished his typing and he pressed a button. A sudden burst of Electricity flared from the X-jet and scrambled the electronics of the flying Sentinels. They each instantly shut down and began to plummet to the forest floor, but right before the last Sentinel went down, it let out one last energy beam that caught the backend of the X-jet blowing a massive hole in the jet.

The X-men saw the Sentinels started to plummet, and relaxed but then

**BOOOM!** went the sound of a hole being blown into the Jet. A powerful vacuum had been created within the Jet, everything inside was being violently sucked outside.

'_Not good….not good'_ thought Spider-man frantically as he held on for dear life so as not to be sucked out. The hole grew a bit bigger and as a result the vacuum increased

"AHHHH!" screamed Kitty as her whole seat was yanked out and though the hole

"KITTY!" shouted Spider-man and Wolverine, who both at the same unhooked themselves from their seat. They both were sucked through the hole just like Kitty.

"ROGUE GO AFTER THEM!" yelled Cyclops hoping to God she heard him over the loud roaring of the vacuum.

"ON IT SUGAH!" she shouted back hearing him loud and clear. She unhooked herself from her seat, but unlike the others, she wasn't sucked through, she flew through the hole on her own.

"FORGE!" shouted Storm

"THE SYSTEM IS OFFLINE I'M DOING EVERYTHING I CAN!" he shouted back holding onto his chair for dear life as well.

"JEAN!" shouted Jubilee, but it was no use Jean was unconscious.

"STORM USE YOUR POWER TO TRY AND SLOW US DOWN!" Cyclops yelled. Storm shook her head and closed her eyes. She then opened them and her once blue eyes where now completely white.

"WINDS HEAD MY COMMAND!" she shouted majestically. Suddenly the wind began to pick up around the Jet. A powerful whirlwind formed under the spiraling jet. Storm controlled the whirlwind and made it slow down the X-jet's decent, but they were still falling pretty fast.

"ICEMAN CLOSE THAT DAMN HOLE! JEAN!" shouted Cyclops. Iceman raised his left hand and turned around in his seat, he aimed at the hole and a steady stream of ice flew from his hand and at the hole sealing it shut, cutting off the vacuum.

"JEAN!" shouted Cyclops again. Hearing the sound of her fiancée's voice caused her to stir. Her eyes fluttered open and they locked onto Cyclops.

"Sc-ott" she said weakly

"JEAN! I NEED YOU TO HELP STORM LAND THIS THING!" he shouted at her. Jean heard the distress in Cyclops' voice and he quickly shook the cobwebs from her head and saw that they were heading for the ground fast. Using her telekinesis again she grabbed hold of the X-jet and with the combine efforts of her telekinesis and Storm's wind they were able to land the X-jet on the ground, but it was very rough.

**THUD!** Went the Jet as it hit the ground.

The X-men were thrown slightly because of the rough landing, but they were happy that they landed in one piece. Everyone was silent for a long moment as they allowed their adrenaline to die down. Cyclops took a few deep breathes and then glanced at Storm who was also breathing hard.

"Is….Is everyone alright" he asked

"No" Jubilee shot back quickly

"I really…..hate flying" came the Russian accented voice of Colossus

"Hey….I thought you couldn't speak English" commented Iceman.

'_That was my doing Bobby'_ came the Professor voice in all of their minds '_Piotr, I know you wanted to be gradually introduced to the English language but there is no time you all need to be on the same page for this mission….I hope you don't mind too much'_

"No Professor I understand" came Piotr voice in perfect English but with a distinct Russian accent.

"Jean are you alright" asked Cyclops looking at her. She shook her head and then looked at her fiancée and gave him a reassuring smile.

"I'm fine Scott" she replied, _'Professor'_ she said with her mind

'_I know Jean I sensed it as well, but we will handle the Phoenix later'_ he replied back secretly to her.

Jean then looked around.

"Where's Logan?" she asked

* * *

**In the air**

"AHHHHHHHHHHHHH" shouted Spider-man as he was twisting uncontrollably in the air, _'Great idea Parker'_ he thought to himself and made his body go stiff, which stopped his twisting. He rolled in the air and searched for Kitty with his eyes. He spotted her falling a few feet away from him. He straightened his body and that caused him to fall faster towards her.

'_Just a little further'_ he thought while failing. As he was failing he glanced to his left to see Wolverine sailing towards Kitty as well.

The two reached her at the same time, she opened her eyes to see the two of them and relief washed over her. Wolverine popped his claws and sliced her seat belt freeing her from the seat. Spider-man pulled her out of the seat and she wrapped her arms around his neck. Suddenly a large shadow formed over the three of them. They turned to see one of the disabled Sentinels failing right towards them. Thinking quick Spider-man with his left hand grabbed hold of Wolverine and shot a web with his right at the failing Sentinel, and pulled them towards the Sentinel. He stuck to it with his feet, and then began to run across the surface until he reached the edge and jumped off, allowing the disabled Sentinel to pass them. Once they were out of the path they kept falling towards the thick green forest. Kitty tapped Spider-man on the head and then she pointed to something. He turned his head again to see Rogue flying towards them. Spider-man shot a web line at her and she caught it, and their decent came to a sudden halt. The three let out a breathe of relief as they hovered in the air.

**THUD! BOOOM! THUD!** Came the sound of the Sentinels hitting the ground.

"Nice timin stripes" said Wolverine

"Ah aim to please" she replied.

"Can we please continue talking on the ground" said Kitty. Rogue nodded and started to descend to the ground.

* * *

The four touched down on the Forest floor.

"Nice flying Rogue was it" said Spider-man

"Yeah it's Rogue"

"Is that your power flight?" he asked

"No….Ah can absorb other peoples powers, a few adventures ago Ah absorb the powers of this guy name Hyperion….and Ah got his flight, strength and invulnerability" she replied

"Nice"

"QUIET!" growled Wolverine and he crouched down. He held up his head and began to sniff

"What the hell is he doing" asked Spider-man

"He's got a scent" both girls replied.

Wolverine popped his claws

"GET OUT HERE WHOEVER YOU ARE AND I MIGHT GO EASY ON YA!" he shouted.

Everyone turned to the right to hear some bushes rustling and out from the bushes stepped a half dressed Captain John Jameson.

"CAPTAIN JAMESON!" shouted Spider-man running over to him and catching him just as he collapsed. Spider-man gently laid him down.

"Spider-man" he said weakly and in confusion

"Captain Jameson what are you doing here"

"I-I…..I don't' know" he replied

* * *

**X-Jet**

'_He and the others are safe'_ came the Professor's response to Jean's question

"Forge how are we looking" asked Cyclops

"The System is still off line it's gonna take me an hour to figure out how to get it back online"

"Uh….Forge…..I don't think we have an hour" said Bobby

"Why is that?"

"I think I know where those robots came from….look"

Bobby pointed through the viewing screen and everyone turned to see that over a hill there appeared to be what looked like a massive robot sitting in a chair. Suddenly from the robot they saw more Sentinels flying out of its chest and headed straight for them.

"Forge…Iceman is right you don't have an hour" Cyclops replied looking at the flying Sentinels "X-men our top priority right now is to protect the Jet until Forge can get it back online"

"What about Hank" asked Storm

"One problem at a time Storm" he replied standing up from his seat.

* * *

**Krakoa Jungle**

Hank looked on as the remaining Sentinels suddenly looked to the sky and flew away.

"Where are they going….not that I'm complaining" he said to himself resting against a tree.

'_Hank" _

"Professor….oh its good to hear your voice"

'_Likewise Henry…..listen the X-men are here on the Island trying to rescue you but they are in trouble' _

"Let me guess giant Robots"

'_Yes' _

"Professor those robots I believe are remote controlled, someone must be controlling them….can you do a psychic scan for a person name Herbert Landon, he's on the Island"

'_I'll try but there is some Psychic interference'_ Professor X replied. A few seconds passed and the Professor alerted Hank again.

'_I've found him…..he's 3 clicks northeast from your location, but Hank there is some heavy guards around…I want you wait for back up' _

"No time Professor, the others won't last long against those things, their weaponry is powerful" Hank replied as he took to the branches heading for Herbert.

* * *

**Elsewhere**

Spider-man, Kitty, Wolverine, and Rogue were standing over the down John Jameson each wondering where he came from.

"Can you remember anything" asked Spider-man

"No…just…..bits and pieces…I-I remember being at home with my father"

"You mean J Jonah"

"Yes…..and then…..then…."

'_I'm sorry to interrupt but we have an urgent matter' _came the Professor's voice

"Chuck"

'_Cyclops and the others are under heavy attack….Rogue you fly on ahead and help them' _

"What about us" asked Kitty

'_I was getting to that Shadowcat, the rest of you are going to help Hank, he's on his way in search of the person controlling the Robots he's about 3 miles away from you due north . You must hurry I feel that he's going to need your help'_ said the Professor

"You heard him Rogue get going and help the others, the rest of you with me" said Wolverine as he took off into the Jungle.

"Ya'll be careful" came Rogue's voice before she took to the air flying towards the rest of the X-men.

"Hey hold on what about this guy" asked Kitty.

"What's going on" he asked

"We're on a mission to save a friend of ours…he's been kidnapped" replied Spider-man

"By all means don't let me stop you…in fact I'll help you. I'm sure if I stick with you I'll find a way to get back home"

"Well we do have a Jet" said Kitty "But this is a dangerous mission"

"Don't worry about me I can keep up" he stated before he took off after Wolverine with surprising speed.

"Whoa" Kitty and Spider-man said at the same time.

"Come On we're falling behind" said Spider-man as he grabbed hold of Kitty and shot a web at a tree and swung away.

* * *

**X-Jet**

"ICEMAN PUT UP AN ICE SHIELD AROUND THE BLACKBIRD!" yelled Cyclops as he unleashed a powerful optic blast and knocked the head off of Sentinel. Iceman froze the feet of a Sentinel and then made an Ice slide and slide over to the X-Jet and using his ice powers made a giant dome of Ice to cover the Jet, protecting it from the Sentinels. One of the Sentinels saw Iceman with his back turned and fired an energy blast.

"ICEMAN LOOK OUT!" shouted Jubilee. Iceman turned in time to unleashed an ice blast but the energy beam burst through and the backlash threw Iceman off of his ice slide and he fell to the ground. Jubilee wasted no time in running over to him. She raised her hands and what looked like fireworks erupted from her hands and blew open the Sentinels chest. The destroyed Sentinel began to fall forward and would have crushed the wide eyed Jubilee and Iceman, but at that moment Colossus rushed in and gave the Sentinel a powerful punch with his metal fist and it went flying in the other direction. The Tall metal Russian turned and looked at his friends.

"Are you okay Comrades" he asked looking down at them

"I've been better" Iceman replied

"I'm alright…..thanks Colossus"

Jean backed up towards the three of them and glanced at them

"Bobby are you alright" she asked

"I will be….just give me a sec" he replied

"CYCLOPS WE'RE LOSING GROUND!" she shouted, while mentally ripping a tree out of the ground and sent it smashing through the head of a Sentinel.

"I KNOW JEAN!" he shouted back. Cyclops blasted the knees off of a Sentinel sending it to the ground. He then touched the X on his chest, "Forge how are you on getting the Blackbird up and running"

"I need more time"

"Work Faster"

**THROOM! THROOM!** Went the sound of thunder. The X-men looked up to see the clouds darkening, seeing the clouds darken they searched for a second until their eyes landed on Storm.

* * *

**Master Mold **

Dr. Trask looked out of Master Mold's eyes and at the sky

"Uh oh" he said

"DIRECT EVERY SENTINEL TO TAKE OUT THAT WHEATHER WITCH!" shouted Colonel Stryker shaking Bolivar.

* * *

**Outside**

Several Sentinels beeped and then turned to the sky and flew towards Storm.

"NATURE HEED MY CALL AND DELIVER FORTH LIGHTINING!" she shouted.

On cue several streaks of Lightening shot out of the clouds and towards the approaching the Sentinels. The powerful lightening strikes tore through the Sentinels mechanized bodies like paper, the strike ripped through them and then made them explode.

* * *

**Down Below**

"I'm so glad she's on our side" said Iceman

"I know right, she just took out 8 of these things in one attack" Jubilee replied

* * *

**Master Mold **

"GODDAMN IT!" yelled Colonel Stryker seeing his Sentinels get destroyed.

"It's all falling apart" commented Herbert

"NO! NO IT ISN"T" yelled Stryker in anger, "Trask how many more Sentinels do we have…..that are operational"

"30" he replied quickly

"Send all of them out there now and then trigger the self-destruct"

**BRRRNNG BRRRNNNG! **

"Now what" growled Stryker

"We have a security breach…..some one is entering Master Mold" replied Trask looking at the computer.

"Purifiers…..handle it, and then meet me at the plane we're leaving…..Trask gather all of the information that we've got on the Sentinels and their performance against that blue creature and the X-men out there and then get to the plane the Island is compromised" he said through clenched teeth, "So Close" he growled to himself.

Omega Red, Lady Deathstrike, Deadpool, and the soldiers wasted no time in rushing off to greet their uninvited guest.

"General…..we need to get to the plane" said Colonel Stryker as he passed by the General Ross.

* * *

**Krakoa Jungle**

Wolverine came to a sudden stop as he looked at what was in front of him, John Jameson burst through the foliage and came to a stop as well. Both were gawking slightly at the sight of a giant factory that looked liked a Giant Robot sitting in a chair.

"What the Hell is that thing" came Spider-man's voice as he landed next to Wolverine, he set Kitty down on the ground and she too looked on in amazement, but he received his answer when they all saw the Sentinel Robot's fly out of the chest of Master Mold.

"This is what is making those robots" said Kitty

"Yeah and this is also the place where Chuck said this Hank guy was headin…..best not to keep him waitin" said Wolverine as he ran towards the factory with Kitty, John, and Spider-man not far behind.

* * *

**Inside Master Mold**

"My Word…..this place…..this place is a work of scientific Genius" commented Hank as he looked around the insides of Master Mold and all of the mechanics_, 'That is if this wasn't the place producing robots that are trying to kill me'_ thought to himself as he looked around. Hank came to a stop and then lifted his head in the air, due to his mutant powers returning abilities he had long ago forgotten about started to come back to him. Abilities such as his super strength that allowed him to rip doors off the hinges, which is how he entered the facility and abilities like his enhanced senses. Hank was sniffing the air until his nose locked onto the scent of one Herbert Landon. Once he found the sent Hank wasted no time in running off in that direction.

* * *

**Elsewhere**

"I think this is where Dr. McCoy entered" came Spider-man's voice and they looked at the door that was ripped off it's hinges.

"Really….what was ya first clue webs" Wolverine responded before running through the door.

Once inside Wolverine began to sniff.

"Do you have his scent Wolverine" asked Kitty looking at him.

"I got several scents….but I don't know which one is Hank's…..but we should go this way" he said pointing to the right

"Why?" asked John.

"Because all of the scents are in one spot" he replied rushing off. Spider-man hopped on the side of the wall and began to crawl along the wall after Wolverine and Kitty and John started running after him as well.

* * *

**X-Jet**

"I GOT IT!" shouted Forge touching the X on his belt, "Storm I need two lighting strikes to hit the Blackbird" he said

"Alright just give me the AHHHHH!" she yelled

"ORORO!" shouted Forge

* * *

**In the air**

Storm was grazed by one of the energy beams by the Sentinels that were flying around her. She didn't have much time to recover because she had to weave out of the way before another energy beam was unleashed. The Sentinel raised its hand at her but before it could blast her, Rogue came barreling through the Sentinel's head destroying it, she then flew towards Strom

"You al'right sug" she asked

"Yes….Rogue listen the Blackbird is down and Forge needs some lightening but I can't concentrate with these things shoot at me…." She started

"Say no more Storm I got ya covered" Rogue replied flying off and destroying the nearest Sentinel with a devastating right punch.

Storm flew upwards again and she hovered in the air. Closing her eyes in concentration she began to use her power to call forth lightening. The clouds swirled and darkened once again, and at her command a bolt of lightening shot out of the clouds and down towards the jet bursting through the Ice dome.

The electricity hit the Jet and suddenly the engines could be heard powering back on.

Colossus threw a down tree at a Sentinel distracting it and allowing Cyclops to blast a hole in the chest.

"EVERYONE FALL BACK TO THE X-JET!" he shouted.

Iceman shot an Ice spike at the legs of a Sentinel while backing up towards the Jet. Jubilee blasted another Sentinel with her fireworks while backing up as well. Cyclops and Colossus both ran towards the Jet. Jean stepped on the Jet with Iceman and Jubilee right behind her, followed by Colossus and then finally Cyclops who blasted one more Sentinel with an optic blast.

* * *

**X-Jet**

"Cutting it close weren't you Forge" commented Iceman as he sat down in his seat.

"Hey be happy that I was able to do what I could" he replied sitting down in his seat. Cyclops took the pilots chair and started flipping switches. Jean sat down in the co-pilots seat and began to arm the weapons system. Cyclops touched the X on his chest, so he could communicate with Rogue.

"Rogue"

"Go ahead Cyclops" said Rogue

"Forge got the X-jet up and running, give us some air support while we get off the ground"

"Roger that" she replied

Rogue barreled through another Sentinel and then grabbed it and threw it at a Sentinel that was trying to blast the rising X-jet.

The X-jet rose into the air and took the sky once again.

* * *

**Master Mold**

"My stars and Garters" whispered Hank looking at the Sentinels in the hanger. Hank had made his way to the Hanger and he could see the opening and the flying Sentinels that were outside.

**THUMP! THUMP!** Hank turned to the left hearing the thumping and had just enough time to duck and roll out of the way of a metal whip that comes directing for his head. Hank rolled to his feet to see Omega Red was his opponent.

"Remember me you big blue ape" he said

"Can't say that I do" Hank replied. Omega Red twirled his arms and lashed out with his whips again but thanks to Hank's agility he was able to dodge each strike as they came, but little did Hank know that Omega Red's objective wasn't to hit him only lead him in a certain direction.

Hank landed and as he landed he was tackled from the side by Deadpool. The two went tumbling across the ground with Deadpool landing on top, with a knife at Hank's throat.

"Don't worry furball I'm a trained surgeon" he said raising his hand and stabbing Hank in the shoulder.

**ROAR!** Shouted Hank in pain.

* * *

**ROAR! **

"That sounded like Dr. McCoy" said Spider-man.

"I smell blood" said Wolverine. Spider-man disengaged from the wall and shot a web and web-swinged down the long hallway pulling ahead of the others hoping that he wasn't too late to save his teacher.

* * *

**Hanger**

"Whoops sorry it was supposed to be a bigger incision, don't worry I can fix that" Deadpool continued as he ripped the blade out of Hank's shoulder. He raised it again but a voice caught his attention.

"GET AWAY FROM HIM!" shouted Spider-man as he swung him and kicked Deadpool in the chest with both feet knocking him back several feet. Spider-man landed on the ground next to his teacher.

"Dr. McCoy…..are you alright" he asked

"T-Thankfully…he missed an artery" Hank replied

"YOU AGAIN!" growled Omega Red seeing Spider-man. Omega Red geared up for another attack when suddenly six razor sharp adamantium claws burst through his chest.

"ARGH!" he yelled in pain,

"Hiyah doin Red….miss me" growled Wolverine in his ears.

"L-L-Logan.." he struggled to say.

* * *

Kitty and John ran around the corner to see Wolverine stab Omega Red, they looked over and saw Spider-man next to a fury blue man who they assumed to be Hank and ran over towards him.

"Are you Hank McCoy" asked Kitty

"Y-Yes…y-yes I am" he replied as he painfully sat up "Who are you"

"I'm Shadowcat…..I'm from the X-men" she replied

'_Spider Sense'_ thought Spider-man turning just in time to block a strike from Deadpool.

"GET HIM OUT OF HERE!" shouted Spider-man struggling against Deadpool. He shifted his body out of the way of the blade and grabbed Deadpool's wrist and then delivered a powerful kick to his side which sent him flying back again. Spider-man then jumped in the air with a kick, but Deadpool recovered and dodge it and pulled out one of his swords

"Cool look at me fighting Spider-man" he commented

"Yeah luck you" Spider-man replied

Deadpool lunged with sword and at the last minute went in low trying to cut his opponents' legs off, but again Spider-man's agility saved him and he flipped out of the way.

"Hey Spider-man when this is over…..do you mind if I have your feet" asked Deadpool

"What the hell kinda question is that" Spider-man asked while rushing forward with a punch that Deapool blocked with his free hand. He tried to bring his sword in but Spider-man shot a quick web at the sword and yanked it out of his hands. Deadpool brought his knee up and kneed him in the stomach and then delivered a hook punch. He then grabbed Spider-man by the back of the neck and tossed him away. Spider-man did a cartwheel and landed on his feet and turned to his opponent.

"Well you it's just that I have a lucky rabbit's foot, and a lucky horse foot….but I don't have is a lucky Spider foot"

"Guy…you are bat-shit crazy you know that" said Spider-man

"You're probably right about that….but then again….who's the crazy one me or the guy dressed up in red and blue spandex" quipped Deadpool

"This isn't spandex by the way asshole and its you that's crazy"

"Maybe we're both crazy" Deadpool replied

"Just Shut up and fight" Spider-man responded rushing forward.

* * *

"Come on Dr. McCoy…we have to get out of here" said Kitty

"No….first we have to shut down these Robots…..I believe that's the control center" he replied pointing up. They looked up to see a catwalk that lead to what looked a computer.

"RAHHH!" shouted Wolverine. The three looked over to see an Asian woman with long black hair jamming her long sharp fingers into Wolverine's chest.

"Shadowcat….you help your friend I'll help Wolverine" said John

"Wait a minute, you're the civilian here you stay and I'll….." Kitty started but John surprisingly got down on all fours and dashed towards the unsuspecting Omega Red.

"Okay" went Kitty in confusion "I guess it's me and you Dr. McCoy" she said helping him up. The two sprinted towards a lift that would take them to the top of the catwalk.

* * *

"RAHHHHH! YURIKO!" Growled Wolverine in pain. She leaned into his ear so he could hear her.

"I've waited…..a long time for this…Revenge…FOR MY FATHER!" she yelled grinding her hands into his flesh. Omega Red stepped forward about to slash Wolverine while Lady Deathstrike had him distracted but before he could he felt John pounce on his back make him skid across the ground. Yuriko looked at John and Wolverine took advantage and headbutted her in the face and because of his metal skull it was twice as hard. Wolverine quickly pulled himself off of her claws and turned and slashed her across the face with his claws. Wolverine staggered back and waited for his healing factor to take effect. He looked on as Lady Deathstrike's face healed faster than he would have liked and she lunged at him. He blocked her attacks with his claws, he saw an opening and jumped forward and plunged his right claws into her chest.

"You're father had it comin Yuriko" he said twisting his hand racking her chest with pain.

"Just like you have this coming" she replied plunging her hand into his shoulder.

* * *

**Master Mold control center**

"HURRY BOLIVAR!" shouted Herbert

"I'm trying hold on" he snapped back doubling his effort.

"MASTER MOLD SELF-DESTRUCT ACTIVATED!" Master Mold boomed. From the computer and small CD disc was ejected. Bolivar grabbed the disc and put it inside a case

"Okay….I got it…let's go" he said to Herbert. They both turned but as they turned they saw Hank and Kitty arriving.

"Hello Herbert"

"Hank" he said in shock

**ROAR!** he Yelled jumping at him. Hank grabbed Herbert by his expensive suit and easily hoisted him up in the air.

"I TRUSTED YOU! I-I THOUGHT YOU WERE MY FRIEND!" growled Hank "AND ALL OF THIS TIMEYOU WERE USING ME! I SHOULD…"

"Go ahead and Kill me Hank" he interrupted "DO IT…It will only make us right about you Mutant FREAKS! You're all animals that need to be put down….HUMANS RULE THIS PLANET!...You mutants are nothing….you're less than nothing, hiccups in the genetic gene pool that we need to correct and we do mean to correct it. You should feel proud Hank because none of this would have been possible without you, not the X-gene tracker or the Sentinels….. you were the beginning of the equation….and the Sentinels are the end" he continued while glaring at Hank. Hank stared back at him and he could see the hate and anger swimming within his eyes, but his words rang true in Hanks' mind. It was his fault, looking back he had so desperately wanted to correct his appearance that he didn't stop to consider exactly who he was working with, he remember that we he first met Herbert the biggest draw to him was that he was a genius in genetics. Hank never stopped to look at the man fully, but now Hank could see, he could see the man fully for what he was….a bigot against mutants. Hank tossed Herbert down on the ground roughly and then looked at him.

"Edwin Hubbell Chapin once said that: "Bigotry dwarfs the soul by shutting out the truth" he said to him, "You are grotesquely wrong about Mutants Herbert and I hope to God that I'm there the day that you realize it, when you realize the truth"

Herbert stared up at him and looked him in the eyes.

"Come on Landon we have to get out of here" said Bolivar going over to him and helping him. Herbert cast one last look a Hank before turning and running off with Bolivar behind him.

Kitty walked over to him and looked at him

"That quote, one of my favorites" she said

"You know of Edwin Chapin" he asked slightly surprised.

"I like to read on my spare time" she said with a smile.

"1 MINUTE TILL MASTER MOLD SELF-DESTRUCT" boomed Master Mold. Kitty and Hank turned to the computer and they both looked at it. Hank went over and started typing into the computer.

"Damn it, there's an encryption" he said. Kitty started to type on the computer as well,

"You're right...can you crack it" she asked

"No…not enough time….what are you doing" he asked

"I'm accessing this machines mainframe…..we need to know what these things are and what else they are capable of…oh no….this computer has been wiped clean….all the info on it has been downloaded, maybe if I check I could possibly….YES!...I was able to access a few deleted files from the trash bin and some of the files had some early designs for these machines….they might come in handy, I'm downloading it to a disc now"

"Well done Shadowcat"

"Thanks" she replied grabbing the disc that sticking out of the a drive in the computer.

"40 SECONDS UNTIL SELF-DESTRUCT!"

"Let's go" he said to her turning and running along the catwalk.

* * *

**DOWN BELOW**

John sidestepped a slash from one of Omega Red's whips and he rushed in and delivered a devastating uppercut that lifted him off of his feet and sent him crashing to the ground.

"Whoa" said John to himself as he looked at his hand in confusion, _'When did I get so strong' _

* * *

"UGGGGGH!" gurgled Lady Deathstrike as Wolverine slashed her across the throat. Her hands immediately went to her neck trying to push the wound together so her healing factor could take effect. Wolverine backed away from her trying to let his own healing factor do the same. His clothes were shredded and he was missing some skin, in certain parts, and some of his metal skeleton was visible.

"30 SECONDS UNTIL SELF-DESTRUCT!" Master Mold boomed. Wolverine looked up as he heard the voice.

"That ain't good"

* * *

"Hey could you do me a huge favor and STAND STILL!" shouted Deadpool trying to cut Spider-man in half with his second sword.

"No can do crazy guy" he quipped twisting on his hands and kicking Deadpool in the chin.

"25 SECONDS UNTIL SELF-DESTRUCT!" said Master Mold

"Uh-oh that can't be good"

* * *

Kitty and Hank dashed off of the lift, while they were running Kitty tapped the X on her uniform.

"Cyclops can you hear me"

"Loud and Clear where are you"

"We're inside the Robot…..if you're in the jet just fly into the open chest area and Hurry because we only have 20 seconds before this whole place blows up"

"We're on the way hold tight"

"WOLVERINE, JOHN, SPIDER-MAN WE GOTTA GO CYCLOPS IS ON THE WAY!" she turned and yelled.

* * *

Wolverine started to back up and head for Kitty.

"R-R-Run-ning….a-away…..M-Murderer" Lady Deathstrike gurgled out

"Don't worry Darlin….I'm sure we'll meet again" he said over his shoulder as he turned and limped towards Kitty and Hank.

* * *

John punched Omega Red in the stomach and then delivered another uppercut, he then grabbed one of his whips and with his new strength he swung him around and tossed him into Lady Deathstrike who was trying to run towards Wolverine who was approaching him.

"We gotta go" said Wolverine

"15 SECONDS UNTIL SELF-DESTRUCT"

"I think you're right" he replied turning and running towards the awaiting Kitty and Hank.

* * *

"Hey Deadpool….Here's web in your eye" said Spider-man shooting several globs of webbing directly onto Deadpools' mask covering his entire head completely. Spider-man then shot a web at his chest and pulled him in for a powerful punch to the face that sent him flying back dropping his sword in the process.

"WEBS! LET'S GO!" shouted Wolverine

Spider-man turned to see the small group at the entrance of the Hanger. He ran and jumped and he landed next to John.

"Where's our ride" he asked

As the words left his mouth, the X-jet flew through the Hanger entrance and hovered in the air in front of them. The X-jet turned to the left and a ramp lowered from the underbelly of the aircraft. Kitty hopped on the ramp first and ran inside; she followed by John, then Hank, then Spider-man and finally Wolverine. The ramp closed and the X-jet wasted no time and flew through the opening and taking to the sky.

"MMMMMPH…AHHH!" went Deadpool as he ripped the webbing off of his head "Hey where did he go"

"MASTER MOLD SELF-DESTRUCT SEQUENCE INITATED!"

"Aww Crap" said Deadpool

**BABOOOOOOOOOOM BOOOM BOOOOOOM!**

* * *

**IN the Air**

The X-jet shook as it felt the force of the Master Mold's self-destruct. The grand explosion could be seen for miles as the whole Island was filled with a brilliant fiery orange color. Land, trees, bushes, and rocks were incinerated in an instant. A giant cloud of smoke and fire rose up and just hung there in the air.

* * *

**X-jet**

"My God" whispered Spider-man as he looked at what could have been the biggest explosion he had ever seen.

"Talk about a narrow escape" said Iceman.

Everyone let out a breathe of relief, they narrowly escape certain death with a few bumps, bruises and aches, but they were alive and they had accomplished their goal, they had retrieved Dr. McCoy.

Storm turned in her seat and looked at Hank, and he looked at her, no words were spoken but their expression spoke volumes, they were happy to see each other once again.

* * *

**Xavier Institute- 1 hour and a half later**

Professor X wheeled into the infirmary that was located underground portion of the Mansion, it was right next to the war room. He saw that some of the X-men were nursing their wounds, with Jean using her acquired medical knowledge to do most of the healing. The Professor saw Hank in one of the beds and he wheeled over to him.

"Henry…..it's good to see you again"

"It's good to see you too Professor" said Hank laying on his bed with a bandage on his arm.

"How are you feeling my boy?"

"I feel like a fool Professor"

"Don't feel like that Henry….." the Professor started

"And why not…..this whole ordeal is my fault, if I would've just accepted and embraced my mutation then none of this…..these Giant Robots…or the ability for our enemies to track our X-gene may never have happened"

"Henry, it is not wise to dwell on the past…..you did what you felt was right at the time and who is to say even if you didn't find a cure for your mutation, they wouldn't have found a way to track the X-gene. It was inevitable that this happened, but I have to say that I'm surprised at our enemies choice of weapon to use against us…..Robots"

"I believe Herbert called them Sentinels Professor"

"Even worse" he replied

"Fear not Professor, before we made our escape the young Shadowcat was able to download a few schematics to those machines….I intend to analyze every bit of that data to find a weakness in these Sentinels, and I plan to help Forge find a way to block this X-Gene tracker"

"Am I to gather from that statement that you intend to stay…here in the mansion?"

"You are correct Professor, I intend to take you up on your offer" he replied with a smile

"It's good to have you back Henry….the place wasn't the same without you…get some rest, we'll talk more in the morning" said the Professor before he wheeled away.

* * *

"Okay Spider-man that is the last stitch" said Jean as she put her utensils down

"Wow…..that didn't nearly hurt like the last time" he replied. He was sitting on a bed with his shirt off and his mask pulled up slightly.

"That's because I'm psychically dulling your pain receptors….hope you don't mind" she said

"Uh no….but ask next time I'm kinda leery around psychics" he replied

"Not to worry I share the Professor's philosophy on invading people's private thoughts….I can assure you that I did not read your mind"

"Thanks" he said getting off of the bed and putting his shirt back on. He turned to the right to see Professor X wheeling towards him.

"Spider-man I owe you a depth of gratitude, if it wasn't for you we would have never found Hank or the Island"

"No problem Professor X….it's kinda my thing, plus I was helping out a friend" he replied.

"Is there anyway we could ever repay you" he asked

"Professor that's not necessary….although….hey can you guys give me and John Jameson a ride back to Manhattan I'm almost out of webs"

"Consider it done my friend; I'll have Cyclops give you and Mr. Jameson a ride"

"Thanks" he replied walking past the Professor

"Wait Spider-man" the Professor called out

"Yeah"

"There's something that's been on my mind…..Are you a mutant" he asked "Because if you are…..there is a place for you here with us, with the X-men"

"Thanks for the invite Professor but no….I'm not a mutant. I wasn't born with my powers, I kinda fell into them"

"Well regardless, if you want there is a place here for you and if you ever need any help you can count on the X-men" he said

"Likewise Professor" Spider-man replied.

"I'll tell Cyclops to Prep the Jet" said The Professor wheeling away.

Spider-man nodded his head and turned and walked towards his teacher Dr. McCoy.

"Hey….how are you holding up" he asked

"I'm doing fine Spider-man, just….I'm just reflecting…..I thank you for your help"

"It was no problem, I was helping out….a friend"

"Mr. Parker right…..Well be sure to thank him for me please"

"I will….So I uh I assume you're staying here….with the X-men right"

"You are correct in your assumption. This is my home, and I must rectify the problem that I caused with X-gene tracker and the Sentinels"

"What will you tell your students….the school" asked Spider-man

"I'll make a call and tell them I'm taking early retirement….and I'll make a call suggesting a replacement teacher" he said

"Oh…well…Dr. McCoy…..I-I…I wish you the best…. and what I hear, from Parker is that you're the best teacher he has ever had…..he holds you in high regard and even though he isn't here I'm pretty sure he would want me to tell you thanks for all of your guidance….and he would probably want me to tell you thank you for helping him get the internship with Dr. Connors and for pretty much making school worth going to everyday"

"Be sure to tell Mr. Parker he is welcome…..he was one of my best and brightest and I look forward to seeing his future flourish" Dr. McCoy replied with a smile.

Spider-man nodded his head and began to back up, he turned and walked through the Infirmary doors and turned to the left and headed for the X-jet.

* * *

**Hallway**

Spider-man was walking down the hallway when he heard someone call his name. He stopped his walking and turned to see John Jameson walking in his direction but he also saw Kitty.

"I'm so glad I caught you before you left" she said stopping in front of him.

"Wanted to get my autograph" he replied looking at her and smirking under his mask.

"No…..I wanted to thank you for saving my life" she replied stepping a little bit closer.

"It was no problem…..its kinda my….MMMPH" he started, but in one quick motion Kitty closed the distance between them a quickly lifted up his mask and kissed him on the lips. The kiss lasted for a good minute before Kitty broke apart with a huge smile on her face.

"If you're ever in Westchester again we should definitely go out" she said

"S-Sure"

"Great it's a date" she replied turning and walking away, leaving a very stunned Spider-man behind her.

"Wow" he said breathlessly, still feeling his lips tingling after the kiss from Kitty. After a second Spider-man remembered how to walk and turned and continued on to the X-jet.

* * *

**Later: J. Jonah and Julia Jameson's House**

Spider-man landed on the ground and he set John down beside him. They both looked up as the X-jet cloaked itself and then flew off.

"Well….tonight has been…..eventful to say the least" said Spider-man looking at John who was wearing some spare clothes courtesy of the X-men.

"You can say that again…..but I'm just concerned about my memory…..I don't even know how I ended up on that damn Island or how…." he started while putting a hand to his head trying to make himself remember.

"You know what….right now it doesn't matter, all that matters now is that you're back home, with people that love you and JJ"

"Hahaha" he laughed at Spider-man joke at his Father "Thank you Spider-man…..and just for the record I never once believed anything they said about you….being a menace….in my book you're a hero" said John holding out his hand.

"Thanks…that means a lot…..but could you put a word in for me with your Dad…..because he doesn't share you same view" replied Spider-man shaking John's hand.

"I'll do what I can" he replied with smile.

John gave Spider-man a nod before he started for the steps to his house. Spider-man hugged himself to the darkness so he wouldn't be seen. He watched as John knocked on the door and after a second it opened and Julia Jameson stood at the door.

"Hi Mom"

"OH MY GOD JOHN! JONAH GET IN HERE! MY BOY" she shouted jumping towards him and hugging him with all of her might. John hugged her back. Julia then led him into the house.

"JONAH!" she shouted again as the door closed.

Spider-man let a smile grace his lips as he saw the family reunited. He then shot a web and swung away into the night heading home to Forest Hills, Queens.

* * *

**Elsewhere: Location Unknown **

Colonel William Stryker sat in a medium sized metal room, which had only a bed, a bathroom, and a desk. The Colonel was angry…he was beyond angry all of the time spent getting the Island ready and it was all blown to hell in one day, and it was all thanks to the X-men. They had once again poked their nose into his business and ruined carefully laid plans. It was only by sheer luck they escaped in time, with the plans for Master Mold and the Sentinels and it was also by luck that they were able to dig out the mangled but healing bodies of Omega Red, Lady Deathstrike, and Deadpool, but despite those small victories the amount of money and resources needed to rebuild again was too much. Stryker had spent years gathering resources, blackmailing people here and there, and secretly stealing money from the government, but he knew that the same tactics won't work again; he was back to square one.

"DAMNT THEM!" he growled slamming his fist on his desk. Letting out a sigh of frustration he reached into his desk and pulled out a pack of cigarettes. He grabbed one and lit it and took a long drag, hoping the nicotine would calm his raging nerves.

**KNOCK KNOCK! **

"I SAID I DIDN"T WANT TO BE DISTRUBED!" he yelled, while blowing out the smoke.

"Yes I heard you when you were shouting at your subordinates but I'm not a soldier" came a voice that Colonel Stryker didn't recognize.

"Come In" he said

**CREAK!** Went the sound of the metal door to his room opening. A man stepped into the room and Stryker immediately sized him up. He was 6'4, brown blondish hair, blue eyes, a tan complexion that suggested he may spend his time in the sun and overall he was a fairly good looking man. He had on a form fitting midnight black suit, with a white shirt, black tie, and black shoes. The man straightened his suit slightly and closed the door behind him. He walked forward and sat down in the chair in front of Colonel Stryker's desk. Stryker looked at him in confusion, because for some strange reason the man looked familiar, extremely familiar.

"Exactly who are you and how did you find this place…..its secret" asked Stryker leaning back in his seat and taking another drag from his cigarette.

"A man like me has many connections…..more connections than yourself Colonel" he replied

"Who are you?" Stryker asked as he snaked his free hand towards a gun he kept on the side of his desk.

"A friend" he replied cryptically

"You may have connections….friend, but I have a gun" said Stryker pulling the gun and aiming it at the man, "Now I ask you again who are you?"

"My name is Graydon Creed"

"CREED!" shouted Stryker in shock as he looked at Graydon in a new light. Stryker had to admit that he did look a lot like Victor…only less hairy and less beastly "You mean Victor…."

"Yes…..Victor Creed could be considered my Father, but I have written him off…..he is of no kin to me…not anymore, he is a mutant that needs to be put down"

Colonel Stryker could hear the hate in Graydon's voice, which made him lower his gun.

"Well Graydon…..why are you here?"

"I'm here because I find your work to be revolutionary…..more specifically I find Master Mold and the Sentinels to be just the thing me and my group of like minded individuals are looking for"

"And pray tell what group is that"

"We call ourselves the Friends of Humanity. We believe humans are the dominant species on earth not mutants, and we believe much like yourself that mutants are a disease. And it's because of your beliefs that we want to be your friend" said Graydon with a smile.

"Do you now"

"Oh yes…and if you're wondering how I know about the Sentinels"

"Let me guess you're connected"

"Now you're catching on…..so what do you say, would you like to be our friend as much as we want to be yours?"

"Master Mold and the Sentinels are destroyed…..and the money and resources needed…." started the Colonel before Graydon interrupted him.

"Let me stop you right there Colonel Stryker. When you're a Friend of Humanity…..money and resources are of no object…..now I ask again….would you like to be our friend"

Colonel Stryker took another drag from his cigarette and he stared at the man across from him. Stryker was a man that liked have the upper hand on anyone that he partnered with, so that way if they ever decided to betray him he would have some type of leverage, but now he couldn't see himself having the upper hand. He had exhausted all of his contacts the first go around, but now here was his second chance. He could either pass it up or try to rebuild from scratch or he could take a leap of faith and trust the young man before him. The majority of his instincts were telling him to walk away but there was a small part of him that wanted this deal, and that part of him was the part that wanted to revenge against the X-men. The Colonel blew out a cloud of smoke before leaning forward in his seat. He put his cigarette out and he looked at Graydon and said three simple words.

"Yes, I would"

"Good…let's get down to business shall we"

* * *

**Krakoa Island**

Among the charred and destroyed Island were the scraps and remains of dozens of Sentinels. Massive robotic hands and feet, wires and other assorted electronics littered the remains of the once beautiful and magnificent forest foliage. Within the wreckage lied the gigantic head of Master Mold, it was halfway destroyed but for the most part most of its electronics were miraculous still in tact.

**beep beep beep** **beep** went a soft sound from the super computer that was Master Mold control center. Master Mold's cybernetic eyes were beeping. Suddenly an electrical spark happened within the computer and the beeping red eyes became a solid red.

"AUXILLARY POWER SOURCE FOUND" Boomed Master Mold's voice through the silence, "MASTER MOLD MEMORY ERROR ERROR ERROR ERROR! LOCATING BASIC PRIMARY OBJECTIVE: SAVE THE WORLD…..PROCESSING PROCESSING…..SOLUTION FOUND: SAVE THE WORLD ELIMINATE EXSTING LIFEFORMS: HUMANS AND MUTANTS! MASTER MOLD OBJECTIVE FOUND! COMMENCING REPAIRS! REPAIR MODE INITIATED!" His voice boomed again. Another electrical spark happened again and slowly but surely all of the mechanical left over parts of the Sentinels that littered the Island began to roll, slide, and drift towards Master Mold's head.

* * *

**Next Day: Xavier Institute**

Kitty Pryde walked into the classroom that was filled with kids her own age, and each one of them were mutants. Some had mutations so extreme that they were barely recognizable and there were some that had mutations but still kept their human appearance, but the one thing that mattered was that no one cared. To each other they were all the same, teens just trying to live a normal life. Kitty passed a few teens that she knew and found her seat. She was already running a tad bit late because of last night's exploits, but from the looks of things it didn't matter their teacher Jean Grey was no where to be found.

"Hey….where's Ms. Grey" she asked a kid next to her who had pink and blue skin.

"Oh she left she said we have a new teacher"

On cue the door opened a familiar figure walked through the door. The figure was none other than Dr. McCoy; he had on a white lab coat and black shorts with an X on the belt. Hank glanced at all of the students that were in the class and he couldn't help but let a smile grace his lips. During the night he had been doing his best to come to terms with his appearance, trying to come to terms with looking like a big blue ape again, and during his silent musings Jean had come over to talk to him and told him that if he wanted he could take over her afternoon class tomorrow, and she also said that she could sense his distress over his appearance, but then she also told him how the Institute had changed since his days, and changed it had. As Hank glanced at the students he could see that he wasn't alone, there were students who like him could barely be recognized and in seeing them and seeing their mutations, he didn't feel alone as much as he used to feel, being among other individuals who shared his predicament. He also didn't feel like he was hiding a secret anymore, he didn't feel the need to make sure that he took his serum on time, and he didn't feel the need to check himself 10 times a day to make sure that he didn't have any blue showing, In fact seeing the teens he felt a sense of relief wash over him.

'_I believe…..this is where I belong'_ he thought to himself, "Hello Class, as I'm sure you've all heard Ms. Grey will not be joining us today. I'm your new teacher and my name is Dr. Hank McCoy" he stated. He looked up for a second and he saw a horizontal pole that was above him that held some fans. Hank did a quick flip and grabbed hold of a section of the pole with his feet. He looked at the class while hanging upside down and he could see the shock and amazement in their eyes.

"Okay students…whose ready to learn" he said as a smile found its way upon his face.

* * *

**End Chapter: Read and Review: **** Hey readers it's me Nomad88 back with the closing comments. I know I haven't updated this story in a few weeks and that's because of two reasons. The first you can blame on Secret Warrior Spider-man, like I said I have so many ideas for that story that I'm bursting at the seams and the second is because this chapter had a lot of stuff that I wanted to happen and I didn't want to make a third entry so I just decided to pile everything into this chapter. A lot of stuff I set up for this story and for a Potential spin off for my X-men story that I'm still thinking about doing. I hope all of you readers enjoyed the chapter and enjoyed my rendition of each of the X-men characters. I tried my best to stay true to them and give each of them a fair amount of speaking time, and hopefully I pulled it off. Anyway readers that does it for this week if anyone has any lingering question about this chapter, past chapters, or future chapters feel free to send me a message or leave your question in the review and I promise I'll get back to you ASAP. So again Review(A writer's fuel) and I'll meet you readers back here for the next exciting entry in this Spider-man epic, this is Nomad88 saying until next time….**

**Ps: I know you readers know this but this is just so I cover my tracks. I give full credit to the quote in the story to Edwin Hubbell Chapin. Again all credit goes to him or his family for the quote. Don't sue. Thanks**

**Ps again: The next story for update is Secret Warrior: Spider-man which is starting a new arc, so I hope all of you tune in for that and once that chapter is posted, the next up for update is Batman Beyond with the Fall of Batman be sure to check that out. Check out both stories if you haven't already, I would really appreciate it if you did so, and leave a review telling me what you think of the story and the chapter. Thanks. Later. **

**Next up: The Future Apocalyptic Conqueror **


	42. The Future Apocalyptic Conqueror

**Disclaimer: I DO NOT OWN THESE CHARACTERS, Again, I repeat, I do not own these characters. They in fact are owned by STAN LEE, MARVEL, and DISNEY. So please find it in your heart to not sue me. I can promise you that I do not have any money, so again don't sue. Thanks. Now on with the story. **

**Hey Readers I'm back with a brand new Chapter in the Spider-man mythos. I hope everyone is enjoying the story so far, because we got a long way to go before we're finished. All that's left to say really is Read, Review (A writer's fuel), and of course Enjoy. **

* * *

**Chapter 37: The Future Apocalyptic Conqueror**

**Hudson River: Week's ago**

"NOOOOO YOU MUSN'T LET THE GEMS TOUCH!" shouted Mar-Vell. The Man-Wolf reached down and touched the gems.

**BOOOOM!**

* * *

**Years Ago: New York: Richards' Household**

A young 5 year old Reed Richards opened the door to the basement of his modest three story house, and as quickly as his small feet could move he made his way down the winding staircase and to the bottom floor.

* * *

Reed reached the bottom and his eyes were wide with amazement and joy. Down in the basement was his hero, his father Nathaniel Richards, and he was writing a long and complicated equation on the chalk board that stretched across the basement walls and a small part of the floor.

Nathaniel Richards stood at 6'0ft with long brown hair that was tied into a ponytail, he had a slim build and he was wearing a loose white shirt, blue pants, and black sneakers. Nathaniel was a certified genius. In the scientific community he was once regarded as a legend, the type of legend that made people around him green with envy and red with jealousy, which is why when he fell from grace his most hated enemies rejoiced. Nathaniel was a man that was obsessed with time…and he theorized that it was possible to travel through time, not stopping there he theorized that it was possible to perhaps manipulate the time stream and travel to not only the past, but the future. Naturally when his colleagues heard his outlandish theories he was met with ridicule and distain, but he didn't care. He attempted to create a machine that would allow him to travel through time, but it turned out to be a complete and utter failure. The machine exploded and injured many people. Nathaniel was stripped of his ranked and blacklisted among the scientific community, since that fateful day he had spent every waking moment trying to figure out why his machine didn't work, why he couldn't travel through time and after 6 years of searching for the answer, he believed he had finally found the answer he's been looking for, he would finally prove to everyone that his theory was sound, he was so close but the last part of the equation kept escaping him.

"Damn it" he whispered to himself taking a step back away from the chalk board and looking at the equation, _'Missing….something is missing but what...perhaps I'm not factoring for the time continuum…or maybe it's the fact that I'm trying to send someone through the time stream safely….maybe if I factor….'_ he mentally rambled. He took another step back trying to get an even wider angle but it was useless. Nathaniel let out a sigh of frustration and he turned around only to his 5 year old son wiping away part of his equation that was on another section of the long chalk board.

"NO!" he shouted running over to him and grabbing his hand "What do you think you're doing Reed" he snapped

"I-I…w-was trying to help….you made a mist….." the young Reed started

"Reed you can't help me okay…this is very complicated…perhaps a little too complicated for your young mind to understand okay, now please go back upstairs" he said letting his son go.

"But I came down here to tell you something"

"And I will listen to it later, right now I don't have the time…..so please…..go back upstairs" he repeated pointing towards the stair case.

Reed hung his head in sadness, he quickly wiped his eyes and he ran up the stairs and out of the basement.

* * *

**SLAM! **Went the sound of the basement door being thrown open. The sound startled the woman that was in the kitchen cooking. The woman was Evelyn Richards, the husband to Nathaniel and the mother to Reed. She was a fairly good looking woman with blonde hair, blue eyes, and a pale complexion. She was a tad bit plump but she wasn't fat by any means. Evelyn turned to see her son Reed with a sad expression on his face run out of the kitchen and outside into the yard. She stopped what she was doing and glanced at him through the window. She saw him climb up into his tree house and close the wooden door. Evelyn let out a sigh and then whipped around to the basement door. She stormed to the door and threw it open and made her way down the steps.

* * *

**Basement**

Nathaniel was re-writing the erased portion of the equation when he heard someone coming downstairs.

"What the hell did you say to him Nate?" she asked angrily.

"Evelyn not now please" he replied not looking at her but continuing to write on the board

"Yes, now" she said storming up to him and turning him around, "Why can't you spend some time with your son?"

"Because I'm close Evelyn…..I'm so damn close to cracking this thing that I can't afford any distractions"

"Is that how you view your son….a distraction"

"That's…._sigh_….that's not what I meant and you know it, I'm at a crucial period and I….."

"Crucial Period…this is a crucial period in your son's life Nate and you're missing out on it"

"Evelyn I know…okay….I know I haven't been paying enough attention to you or to Reed, but what I'm working on is Revolutionary…..something that could change our whole way of thinking…our whole way of life, can you imagine what we could accomplish if we had the ability to see where we are going as a society to know if we're heading for destruction or salvation…..Evelyn you…." he started.

"Nathaniel listen to me….I know what you're working on is important, but we are your family, we're important too. Now I knew who you were before I married you, I knew that your work tends to occupy a lot of your time but I know that you love me more, so you don't have to worry so much about me, but your son…..he doesn't know you as well as he should, you need to be there to help guide him and that big brain of his….did you see what he did to the washing machine"

"Yeah I saw…..it was brilliant, there's no doubt in my mind that he'll grow to be smarter than I ever could be…" he replied letting out a sigh, "You're right Evelyn but"

"But nothing…..this can wait, your son can't…..he's in his treehouse sulking….why don't you go talk to him" she said giving him a quick kiss on the lips. She then turned around and headed back upstairs. Nathaniel watched her leave and let out another sigh and rubbed the back of his neck.

"She's right…I do need to spend more time with Reed, but I need a little more time on this project….God…..time, time, time, there is never enough time to do anything" he said to himself.

Suddenly from what seemed like nowhere wind began to swirl around in the basement. The wind was powerful and started blow harder and faster tossing Nathaniel's tools and equipment everywhere causing a huge mess. Loose papers, chairs, chalk, and everything in between flew everywhere. Nathaniel grabbed hold of the rail that was attached to the stairs and covered his eyes, hoping the wind would stop.

**FWASSSSH!** Went a loud sound in the middle of the basement, and just as suddenly as the wind began it stopped.

**CRASH!** Went the sound of all of Nathaniel's things hitting the ground. After a few seconds of silence he slowly took his hands off of his face to see just what was going on. There hovering in the air in the middle of his basement was an orange glowing oblong shaped gem.

"What the hell" he whispered to himself as the glowing gem's light illuminated the whole basement. Nathaniel found himself staring at the beautiful orange gem and unknowingly he was slowly crawling towards it, and each step he took it glowed brighter and brighter. Nathaniel now kneeled before the gem, he reached out and grabbed it and once the gem touched the flesh of his palm the reaction was instant.

**FWASSH!** Went the sound as Nathaniel and the orange gem disappeared in a flash of orange.

* * *

"AHHHHHHH!" shouted Nathaniel as he found himself being pulled forward. He looked around and saw that he was in sometime of tunnel with nothing but white everywhere. Suddenly everything around him erupted in different images. The images flashed by so quickly that he could barely see what was happening. He was able to make a few images, people in costumes fighting, A man in a spider costume fighting a man in a red and gold suit of armor, giant creatures destroying planets, a giant fiery bird, and he also saw what looked like the earth exploding, along with those images he saw dozens more, but then he felt himself being pulled faster and faster towards a bright light at the end of the tunnel. Nathaniel closed his eyes as he entered the light.

* * *

**FWASSSSSH! THUD! **

"Oomph" he grunted as he was tossed to the ground very roughly. Nathaniel laid on the ground un-moving, trying to process the experience he just went through. He took a few deep breathes before he rolled over on the ground and found himself to be in an open field. He glanced down and saw he was lying on very soft and well kempt grass. Shakily he pushed himself to his feet, he swayed for a second before he caught his balance. As he stood up he saw a large shadow to the left of him, he turned around to see what was causing the shadow and his eyes widen in absolute shock and a little bit of fear. He slowly looked down at his hand and at the orange gem.

"Just what the hell did you do to me" he asked as he looked up again.

Nathaniel saw four Gargantuan stone statues of odd looking beings. The stone beings had their hands outstretched and in the center of their open hands was what looked like a massive city surrounded by a clear dome.

"Where am I" he whispered as he gazed at the domed city and at the stone statues.

"YOU THERE!" a lovely voice shouted. Nathaniel turned to the right to see a beautiful woman with long blonde hair that was kept in check by a silver looking crown. She had big vibrant blue eyes, fair skin, and a full figure hourglass body shape. She was wearing a form fitting green dress with a strange silver belt. The mystery woman looked to be in her late twenties and she had a strange looking weapon pointed at him. The weapon wrapped around her hand and there was a long barrel, which was aimed at him.

"Stat your name" she growled at him in an authoritative tone, raising her weapon higher.

"Hold on...I…." he started before she lowered the weapon and fired, a wide yellow beam shot out and incinerated a patch of grass by his feet.

"I won't ask again STATE YOUR NAME!"

"Nathaniel Richards" he replied quickly.

"Where did you come from Nathaniel Richards?"

"Midtown, New York"

Her eyes scrunched up in confusion

"There is no such place" she responded raising her weapon again.

"Well there is where I'm from…..where am I….more importantly" he started before turning around and looking at the peculiar stone statues "….am I on earth"

"Yes this is Earth and right now you're in the Celestial Fields"

"Celestial Fields"

"Correct and you're trespassing on private property…I'm well within my right to kill you where you stand" she said seriously

"Please don't….I apologize for trespassing but….I don't even know how I got here….I…."

"There was an orange Flash" she interrupted.

"What"

"There was an orange Flash and you appeared here Nathaniel Richards"

Nathaniel looked at her and then at the orange gem in his hand.

"This…..this gem or stone appeared in my lab and it transported me here"

"Lab" she repeated with raised eyebrows "You have a lab"

"Yes…..well it's a basement, but it's still my lab" he said proudly

"You're a scientist" she asked

"Yes"

"I'm a scientist as well" she replied

"Really" he replied in a shocked tone.

"This surprises you"

"Well yes, because where I'm from Scientist are…"

"Male" she interjected placing her hands on her hips in a challenging manor.

"I was going to say Peaceful….we don't exactly draw weapons on people"

"Well then you and your scientist are naïve" she replied crossing her arms across her chest.

"That might be true" he replied smirking. Nathaniel then looked down at the scorched earth from where she fired her weapon. Curiosity getting the better of him than his fear, he knelt down and touched the burned grass, '_Weapons like this don't exist…..yet….Nooooo….it can't be can it' _he thought

"Excuse me…what year is it" he asked with wide eyes.

"2995 A.D" she replied

"WHAT!" he shouted. His eyes shot down to the gem in amazement and shock.

"When are you from Nathaniel" she asked

"I'm from….Oh My God….I've traveled about 9000 years into the future…..that's…that's….FANTASTIC!" he shouted in joy.

"Not it's not…..time travel is impossible"

"Nothing is impossible….uh…..uh…..I'm sorry I don't know your name"

"Cassandra" she stated

"Okay Cassandra" he repeated "Like I was saying nothing is impossible if you put your mind to it"

Cassandra listened to his words and they seemed to spark something inside of her. She holstered her weapon and she turned, "Come with Me" she said while walking away.

"Huh…wait where are we going"

"We're going to the city and we're going to see my brother" she stated. Nathaniel watched her walk away and then he glanced at the orange gem. He shoved the gem inside of his pants pocket and he quickly followed after Cassandra.

* * *

Cassandra led Nathaniel over to a silver and white vehicle that resembled a moped, only it didn't have wheels, it was hovering off of the ground. Cassandra got onto the moped and she gave a gesture with her head that told Nathaniel to get on as well, and he followed suit.

"Hold on tight" she said

Nathaniel wrapped his arms around her waist tightly, just as the moped rocketed off the ground and took to the sky.

As they were flying through the sky Nathaniel got a good look at the gargantuan stone statues and he could see strange markings on them.

"Cassandra what are those strange statues" he asked

"They are monuments to the Celestials"

"Celestials" he repeated

"Ancient Race of Cosmic beings that have influenced the human race on a number of occasions"

"Who are they?"

"There are dozens of Celestials but we've created Monuments to the most influential, they are Arishem the Judge, The Dreaming Celestial, Jemiah the Analyzer, and Eson the Searcher, for generations these four have affected the lives of us humans….don't you know of them"

"No….I've never heard of any type of beings called Celestials" he replied. Nathaniel was mesmerized by the detail in the statues, '_These are just monument…..imagine them in real life' _he thought.

The hover moped flew closer and closer towards the domed city. Nathaniel looked straight ahead and he could see a circular opening that was guard by what appeared to be two men in strange golden armor, holding weapons similar to the one Cassandra aimed at him. Cassandra piloted the mope towards the circular opening and came to a stop. She reached down and pulled a pendent that she kept around her neck and she held it up to the guards. The guards saw the emblem on the pendent and they nodded their heads and were about to step to the side but then their eyes landed on Nathaniel.

"He's with me…..part of my science expedition" she said. They nodded again and stepped to the side allowing passage. The circular gate opened and Cassandra then piloted the moped into the city.

* * *

**Luna City**

"OH MY…..GOD" whispered Nathaniel as his eyes roamed over the futuristic and highly technologically advanced city. Dozens of high rise buildings were everywhere some where on the ground and some were hovering a few feet off the ground. People were flying through the air on vehicles similar to Cassandra's, plus many other things that Nathaniel never even thought was possible. Cassandra glanced over her shoulder and she caught a glimpse of his face and of his amazement and she couldn't help but smile slightly.

"Are the cities in your time not like this?"

"Nowhere near this level of scientific advancement" he replied "What is the name of this city"

"Luna City….one of the major scientific cities in the solar system"

"Fascinating"

* * *

**Hall of Science**

Cassandra piloted the moped to a large white and gold building that was floating off of the ground. She directed it towards the roof, where there was an opening that she lowered the two of them into.

Cassandra turned off the moped and she got off. Nathaniel hesitated for a few seconds because he was gawking at the size of the lab. He looked at all of the equipment, and all scanners, the robotic androids that paced the lab, he felt like a kid in a candy store. Nathaniel shook his head and broke himself from his stupor. He quickly got off of the moped and he followed behind Cassandra as she ventured further into the lab.

"IAN!" she shouted at the top of her lungs.

"Is he your brother…..and do the both of you live here" Nathaniel asked.

"Yes to both questions…..IAN!"

"I HEARD YOU!" a voice in an almost Australian accent shouted back "I'm pretty sure all of the Celestials heard you Cassan….We have a guest"

A man about 2 years older than Cassandra walked into view. He was good looking, he had black medium length hair, blue eyes, tan skin, and a lean build. He was wearing a strange casual looking silk green shirt, and loose silk green pants.

"Hello" Nathaniel greeted

"Cassandra whose your friend" he asked

"Ian….this is Nathaniel Richards….and apparently he has traveled through time" she said

"Fascinating" Ian replied happily as he walked towards Nathaniel and began to inspect him.

"At first I thought he was lying…I mean time travel is impossible…."

"Nothing is impossible dear baby sister…not if you put your mind to it….at least that's what father used to say before his spirit passed on to be with the Celestials…"

"Don't' you mean God?" asked Nathaniel

"Who" Ian responded touching some Nathaniel's' clothes "Interesting….what is this material" he asked

"Uh…..linen" he replied

"Fascinating" said Ian.

"Anyway as I was saying at first I believed he was lying but then I remember that he appeared out of nowhere in a brilliant flash of orange"

"Flash of Orange" Ian repeated still inspecting Nathaniel, who reached into his pocket and pulled out the orange gem.

"I believe she is referring to this….I am unsure as to its origin, all I know is that I was in my lab and it appeared. I touched it and in a flash of orange it transported me here"

Ian listened to the story and he pulled out some type of scanning device and began to scan Nathaniel and then the gem. After a second Ian's eyes bulged out of their sockets as he glanced at the readings.

"This…this can't be right" he whispered to himself looking at his scanner "The cosmic radiation coming off of you and this gem….it's energy…possibly dwarfs the power of the Celestials"

"That's impossible" Cassandra stated in shock grabbing the scanner away from him and scanning Nathaniel and the gem herself.

"Actually dear sister it's along the lines of Improbable…but again nothing is impossible. I've often wondered are there forces out there in the universe that could possible outmatch the powers of the Celestials"

"But"

"And here you are Nathaniel…your presence here has proven my theory correct…and you've also proven the theory of time travel….this is a Fantastic Day….Thank the Celestials for my creation" said Ian

"Ian….we…we have to report this to the elders…to the other scientist in the Galaxy…this is…" she started before Ian grabbed the scanner away from her.

"Under no circumstances should we report our findings…at least not yet" he stated seriously.

"Why not" asked Nathaniel looking at him.

"Because Nathaniel….the Elders are a fickle bunch, they preach their love for science and discovery but if anything contradicts what they've come to believe in they shout Heresy. Long ago there was a brilliant geneticist who wanted to push the evolution of the human body to its maximum limits. The elders publicly humored his idea but secretly thinking him to be a fool because they believed that only the Celestials have the power to tamper with human genetics, but a few years later the Genetic proved his theory. He created a serum and injected it into a patient and the patient showed significant strength increase, speed, stamina, everything"

"So what happened" asked Nathaniel

"The Elders screamed Heretic and had him and his patient executed and forbade anyone from attempting to follow in his footsteps. Their reasoning was that only the Celestials should have that type of power"

"You fear the same thing will happen to you and your sister….going to them and saying there is a power out in the universe that's greater than the Celestials" stated Nathaniel

"Correct" Ian replied

"Ian….I understand your fear, but someone like this….its….its too big we have to tell people….this could possible be the greatest discovery Mankind has ever made, we have to let people know"

"And we will but not now though…..…..we need to cover all of the angles. We need to analyze this gem to determine it's exact…and I mean exact origin, we need to have irrefutable proof that there is a power greater than the Celestials…..Nathaniel can you activate the gem again" asked Ian turning to him.

"I'm not even sure how I activated it the first time" he replied

"You see we have to answer all of the variables before we go running to the Elders" he said "Nathaniel…..will you help us" he asked

"Absolutely…I'm curious about the origin of this gem as well. In my time I've spent almost a decade trying to uncover the secrets of time travel and here it is….it just landed in my lap….I can't not pass up an opportunity such as this"

"Excellent…..let's get started shall we" said Ian walking off and towards a lab station. Cassandra folded her arms across her chest as she looked at her brother. She had to admit that he had a point. There were a number of things they needed to do before reporting their findings. She let out a sigh and then turned to Nathaniel.

"Well it looks like you'll be staying with us, no telling for how long though" she said to him

"Cassandra I've got nothing but time" he replied with a smile.

"Follow me…I'll show you to your room"

* * *

**5 years later: 3000 A.D. **

Nathaniel leaned back in his seat and he let out a sigh, but it was one of exhaustion. For the past 5 years he had been in Ian and Cassandra's time and in that span of time a lot of things have happened. The first is during their examination of the Gem and the cosmic energy they discovered just how far in time he had traveled. They discovered that he hadn't traveled 9,000 years into the future….it was closer to 9,000 eons. He had traveled 9,000 lifetimes; the universe had ended and been reborn several times before the current timeline. They also discovered that in that time the Earth had been destroyed and reborn before it's current form. Nathaniel had named Ian and Cassandra's planet Earth-6311, using the number to represent the amount of times they believe the earth to have been destroyed and recreated.

Also during the 5 year time span Nathaniel, Ian, and Cassandra had developed a mechanical suit that could harness the ambient cosmic energy the gem was giving off, they devised the suit, because no matter how hard Nathaniel tried he couldn't get the gem to glow anymore. So far they hadn't tested the suit yet, but in theory the suit could harness the gem's power and created controlled portals through time, but then again it was all in theory.

"Nate" a voice called. Nathaniel rubbed his neck and then turned around to see a heavily pregnant Cassandra come walking towards him. She reached him and placed a kiss on his lips. An interesting development had happened during Nathaniel's stay on Earth-6311, within the 5 years he and Cassandra began to grow closer together. They both found they had common interest….the most obvious being science, they grew closer together and it was in the last year that they began a relationship which resulted in her current pregnant state, but even though he and Cassandra had grown closer never once did he forget about Evelyn or Reed. When he first noticed that he started to develop deep feelings for Cassandra his mind kept drifting to Evelyn and the feelings of betraying her, but he couldn't help how he felt, he couldn't help but feel a kindred spirit in Cassandra. When they finally decided to get together and Nathaniel told Cassandra of his apprehension because of Evelyn and Reed, she rationalized that Evelyn and Reed had been dead for Centuries and there was a pretty good chance that he would never see them again. She reminded him that he had tried to make the orange gem take him back to his own time but to no avail, the gem would not activate, so he stopped trying. Nathaniel soon after gave into his feelings for Cassandra, hoping that wherever Reed and Evelyn were they would understand and hopefully be happy that he had found happiness again.

"What are you thinking about" she asked while sitting down in his lap.

"I'm thinking about the suit and whether or not it will work" he replied

"Nate….don't be so nervous, we've crunched the numbers a dozen of times, it will work" she said reassuringly. Just then Ian made his way into the room.  
"Good Morning" he said happily to them as he made his way over.

"Morning Ian...you seem to be in a good mood" said Cassandra

"That's because late last night I made some adjustments to the suit….and I want to do a trial run today"

"Today, Ian….I don't…" started Nathaniel

"Ahhh nonsense, we've put this off long enough. I'm assured in our numbers everything will be find Nathaniel"

"I agree" Cassandra chimed getting off of Nathaniel's lap and going to stand next to her brother. Nathaniel looked at the two of them and he could see the determination and he had to admit himself that he wanted to try it out as well, but he had this nagging feeling that now might not be the best time, but looking at the two of them he decided to toss caution to the wind.

"Alright…..let's do it" he said with a smile.

* * *

**15 minutes later**

"There…..that should do it" said Ian as he took a step back. He had just finished helping Nathaniel put on the specially made mechanical time travel suit. The metal suit was a dark blue and purple color. In the center of the chest area laid the inactive orange gem in a circular case. Attached to the small circular case were long fat tubes that ran from the center and all around the arms, body, and legs, wrapped around his arms were purple gauntlets that theoretically he could use to control his time jumps. Lastly under Nathaniel right arm was a dome like helmet for him to wear just in case he landed in a time period where air was not created yet.

"Ian you have confirmed my first assumption….the suit is Celestial-awful ugly"

"Look Cassandra this isn't a fashion contest this is science…have you prepped the computer"

"Did you really need to ask me that quest…" she started before her hand immediately went to her stomach

"Cassandra are you alright" asked Nathaniel going to her.

"I'm find…..the baby…it was nothing" she said

Nathaniel placed a hand on her stomach and he could feel shifting almost if the baby was moving. A strange feeling washed over Nathaniel as he felt the baby moving. A smile played across his face.

'_My child'_ he thought proudly, but as he was thinking of his new child he couldn't help but think about his other child; Reed, '_Reed….he was 5 the last time I saw him…God I wish I could've have seen him grow up…I wish I could see him as a man'_ thought Nathaniel releasing a sigh.

As if it were hearing Nathaniel's thoughts, the orange gem in his chest instantly glowed a brilliant orange that filled the area.

"My Celestial!" shouted Ian looking at the glowing gem.

"NATE…..ARGH!" groaned Cassandra as she fell down to her knees grabbing her stomach.

"CASSANDRA!" shouted Nathaniel before he vanished in a flash of orange.

"NATHANIEL! ARGHHHHH!" she shouted then grunted in pain before laying on the ground "Ian….I think the baby is coming" she said through gritted teeth.

"Hold on I'll get the healers" he said

"No…..don't leave me…I don't….ARGH!...think there's time" she said looking down at a puddle of water at her feet, "This baby is coming out now…..you'll have to deliver it"

"Cassandra I-I-I CAN'T DO SOMETHING LIKE THIS!... Its impossible for me to do something like this" he said

"Whatever happened…..ARGH!...to nothing is impossible" she shot back in pain.

Ian let out a sigh of frustration as she threw his saying into his face.

"I'm going to need to see the Celestial-damn therapist after this" he commented rushing over to his sister. He knelt down and lifted up her dress, "Oh My Celestial! I can see the head…PUSH CASSANDRA! PUSH!"

"ERRRRRGGHHHAHHHH" she grunted, pushing with all of her might.

"Again"

"ERRRRRGGGHHAAAHHHH!" she grunted again.

"Once more…everything you've got"

"ERRRRGGHAGHHHHHH!" she grunted collapsing to the ground in exhaustion.

"WHHHHAAAAAAA!" screeched the newborn baby.

"It's out…and it's a boy" Ian said happily, "Cassandra…you have a beautiful baby boy" he continued as he handed the baby to Cassandra. She took him and cradled him in her arms.

"WHHHAAAAAA!"

Cassandra stared down lovingly at the baby and tears began to fall down her face.

"What are you going to name him" Ian asked.

She glanced up at her brother and she answered him.

"I was going to name him Nathaniel Richards…after his father…..Ian what happened…..where did he go"

"I don't know" he replied to her.

* * *

**New York, Manhattan- Present Day**

**FWASH!**

"CASSANDRA!" shouted Nathaniel, but it was to no avail she had disappeared. Nathaniel took a shaky step back and he looked around trying to find his bearings. He saw that he was in a dirty and dingy alley. He glanced to the left and he saw a homeless man staring at him.

"Freak" the man drunkenly said before laying back down on the ground. Nathaniel turned around and he saw the entrance of the alley and he began to walk forward. He exited the alley and he saw all of the high rise buildings and a big sign that said: WE LOVE NEW YORK.

"I'm back…" he whispered, "But….I don't recognize…" he started before he looked up and saw Spider-man swing overhead "Anything" he said to himself.

* * *

**Earth-6311- 25 years later**

"Nathaniel!" shouted Cassandra as she made her way into main lab. Cassandra had aged gracefully. Her blonde hair was still blonde in some areas but now it was more grayish. A few wrinkles had formed on her once flawless skin, but it still didn't take away from her overall attractive appearance. Cassandra walked further into the lab until she stood in front of a ship that was about 20ft long and about 20ft high as well. The ramp of the ship was down and she could see a person moving about in the ship. Cassandra walked up the ramp and into the ship.

* * *

**Inside the Ship**

Cassandra stopped at the entrance and observed her son as he fiddled with the electronics in the console of the ship. Nathaniel Richards Jr. was almost the spitting image of his father. She could see some of herself in him, but for the most part he resembled his father. Nathaniel stood at 6'3, with chestnut brown hair, brown eyes, and a light tan complexion. He had a lean and toned type of build.

Cassandra couldn't help but smile at him as she heard him muttering numbers and equations to himself. Nathaniel had inherited a vast intelligence. He was extremely smart, to the point that it sometimes scared her how smart he actually was, the ship she was standing in was a ship that he started to create when he was about 13years old.

"Nathaniel" she said again. Nathaniel turned around to see his mother standing behind him.

"Oh mother…..I did not see you there….I was merely putting the final touches onto my ship"

"I know….but I think you need to take a break son….I mean it is your 25th birthday perhaps you should invite your friends over to show them your ship" she suggested

"Bah….I have no time to spare for friends Mother…not when I'm on the cusp of greatness"

"I think you've been spending too much time with your Uncle Ian" she replied with a smile walking over to him and giving him a kiss on the forehead, "Happy Birthday"

"Thank you" he said "Though I must say…being 25 feels the same as being 24…there's nothing great about it"

"You've lived another year my son…that's what's great"

"No….that's not what I mean…..nevermind"

"No Nathaniel tell me what's on your mind"

"It's just that….I'm a genius right, but what have I accomplished" he said with a hint of what Cassandra believed to be sadness.

"You've graduated at the top of your academy, created a number of advanced microprocessors that allow our machines to do calculations twice as fast, The Elders are even considering making you chief scientist…..this is un-heard of for someone your age, so my Son I find myself not understanding your sadness"

Nathaniel let out a sigh, before he answered.

"Well Mother…I want….more" he said looking her in the eyes.

"More" she repeated

"Yes….I want more, I want people shouting and chanting my name in the streets, I want monuments built in my name, I want people coming up to me telling me how much they love me and how great a genius I am and…..and…..and…." he started but then he stopped once he caught the look his mother was giving him.

"My Son….these are dangerous thoughts that are brimming through your mind…..we are in a society where no one craves these selfish things…."

"They're not selfish things mother if it's true…If I'm truly the smartest and the greatest why shouldn't I have those things" he asked

"Because of humility Nathaniel….you must be humble" she said

"Why" he asked

"…. Where is this coming from" she asked

"Nowhere it's just something that's been on my mind" he lied

"Nathaniel…I know when you're lying where are these thoughts coming from tell me now" she demanded glaring at him. He cringed slightly under her glare and he rubbed his neck.

"Uncle Ian is gonna kill me for this…he made me swear not to tell you" he said.

"Tell me what"

"Remember when I was 13 and you told me about my father and on the day that I was born he vanished with the orange gem"

"Yes"

"Well, after you told me that story I began to study time travel with Uncle Ian on my spare time and it was a few months later that I discovered that after all of this time my father has been gone when he vanished he left a temporal trail"

"Temporal Trail" she repeated in shock

"Yes, bread crumbs through time if you will" he said looking at her, "Once I told Uncle Ian of my discovery he and I began to rebuild the time traveling suit, but this time it's designed to grabs onto these _'bread crumbs'_ in hopes of either bringing Father back or taking us to him"

"WHAT!" she shouted in shock and slight anger

"We rebuilt the suit but the experiment was a failure, but it did yield some interesting results" he continued.

"What results" she asked

"While we couldn't travel like my father…we could….view all of the timelines he traveled through, because each timeline had his trail"

"You mean"

"Yes Mother Uncle Ian and I were able to view almost 9000 Eons of history….and I've study just about all of it…but the history that I find most interesting is the timeline that my father ended up in"

"You mean….you….. saw your father"

"Yes, I saw him"  
"WHY DIDN"T YOU TELL ME! WHY DIDN"T IAN TELL!" she shouted in anger

"Because he didn't want to give you false hope, that maybe there might be a way to travel through time like he did, but it's impossible mother….you'll never see him again and he didn't want to put you through another devastating heartbreak….he was doing what he thought was best and I happened to agree"

"NONE OF YOU KNOW WHAT'S BEST FOR ME! BOTH OF YOU SHOULD HAVE TOLD ME!" she yelled in anger

"I'm sorry mother, I really am….but back to my point, the era that father landed in is the Era of Superheroes or at least that's what the people of that time call them. Individuals with strange abilities….Individuals that could do strange and great things and the people loved them…absolutely loved them. These heroes ruled the world. Songs were sung about them, films were made, and countless memorabilia. The people lifted them on their shoulders and screamed their names at the top of their lungs…and mother while I was viewing that I strangely found myself…..wanting that…..craving it actually…..like an obsession and…." He started

"Stop…..just stop right there….Who are you. You are not the son that I raised"

"Mother don't say such things, I am the son that you raised….."

"No you're not….if you were you wouldn't be talking like a madman"

"I'm not a madman mother…..I'm enlightened…"

"Nathaniel…..I want you to….to….leave….I want you to leave, just leave my sight" she said looking at him a new light.

"What"

"You heard me I want you to leave…and not come back until I say so…all of this time you and my brother have been keeping in the dark about something that I should've been involved in….just GO!" she said backing out of the ship shakily. Nathaniel looked at the frightened look in her eyes and a small part of him regretted even opening his mouth to her, but she was his mother and she had asked so he felt compelled to tell her, but another small part of him believe that she would agree with him, but looking at her expression now….he new that nothing between them would ever be the same again. Cassandra turned and made her way down the ramp and hurried out of the lab, stress evident in her walk and posture. Nathaniel watched her leave and he could only assume that she was going to speak to Uncle Ian.

"Sorry Uncle Ian"

Nathaniel shifted in his spot, if his mother wanted him to leave, then he would leave. Nathaniel went to the open console compartment and he made one last adjustment to the wires and then he closed the compartment. He had only told his mother half the truth about the first experiment with is Uncle. The suit failed to take to them where they wanted to go because the suit didn't have enough power…..and the power output needed to access the temporal rip that his father vanished through was astounding. It had taken him the better part of 12 years, but he had solved the problem. Instead of traveling via a suit, he built a ship and the ship was powered by a death seed. The Death Seed was a forbidden object left by the Celestials, the Elders have been keeping the Death Seed locked away until it could assessed and determined its exact purpose, A few weeks ago the Elders called him before them and they present him with the Death Seed and forbade him from telling anyone that he was analyzing the seed. Nathaniel began to analyze it and he realized that it was some type of power source, and the amount of power the Death Seed was outputting would be enough for his ship to access the temporal rift.

Nathaniel sat down in the pilot's chair and he began to flip a few switches which turned the ship on. The ship hummed with life and Nathaniel let a smirk grace his lips. He turned a few knobs on the console and the ship began to hum even more. There was a viewing screen within the ship and Nathaniel was watching through the screen and his eyes widen as he say what looked like an orange glow begin appear within the lab. The Orange glow began to spread towards the ship, it continued on until it wrapped around the whole ship.

The ship began to shudder and shake until…

**FWAAAAAASH!** Went the sound of Nathaniel's time ship vanishing in a flash of orange.

* * *

**Time Stream**

Through the viewing screen Nathaniel could see the ethereal white time stream tunnel, but suddenly all of the white began to be flooded with dozens of images of what he could only assume were events that have already happened. Events of the past in his case, but Events of the future to the people in the time stream. Nathaniel's eyes widen as he could see and hear dozens of people and voices, but as quickly as his amazement came it vanished because a spark of fire and electricity erupted from his console. He was broken from his stupor as electric sparks started in rapid succession from the console.

"GAHHHHH!" he shouted as one of the spark erupted close to his face temporarily blinding him. Nathaniel fell to the floor of his ship writhing in pain, grabbing his eyes. While he was on the floor in pain he was unable to notice that the time stream started to speed up, causing his ship to shake violently. Suddenly the ship vanished in a flash of orange.

* * *

**BOOOM! **Went the sound of the ship hitting the ground. Inside Nathaniel was lifted up and slammed down on the ship floor very roughly.

"ARGH!" he grunted from the sudden drop. Rubbing his eyes, he painfully opened them but his eyesight was still blurry. He rubbed them gently again and he could feel his tears attempting to clear his vision and it was working. He stood up and he turned to the viewing screen but it was black meaning that it was offline.

"Dammit" he said, "What the hell happened"

**THUD! THUD! THUD!** Nathaniel looked all around as he heard what sounded like rocks being thrown at his ship. He made his way to a cabinet that he had kept towards the back of the ship. The cabinet slid open and there were weapons inside. He grabbed a weapon and wrapped it around his wrist and he held up the weapon and aimed its foot long barrel forward. He slowly made his way to the ramp door and he put his hand on the pad. The pad glowed and then beeped and the ramp began to lower.

"AH" went Nathaniel as the ramp lowered and brightly shinning Sun shinned in his eyes. As the ramp continued to lower he felt the unforgiving and unbearable heat from the sun and the course dry wind, "Where am I" he said to himself feeling very uncomfortable.

After a second the ramp fully lowered and Nathaniel saw nothing band sand for miles and miles. He cautiously walked down the ramp with his weapon primed for anything, he touched down on the sandy ground and he turned to the right and he recoiled slightly. Standing there were dozens and dozens of men and woman with dark sun kissed skin staring at him in wonder, and he was staring back at them in wonder as well.

'_When am I'_ he thought, but as he was thinking a man about his height wearing a golden crown with a serpent at the top, golden necklaces around his neck, hands, and feet step forward. He was an imposing figure mostly because he was vastly more muscular than Nathaniel. The man had two swords with golden hilts in his hands, and he was staring at Nathaniel intently.

"Hello strange….." started Nathaniel before the man let out a yell and charged forward.

"Wait" said Nathaniel but the man didn't hear him or didn't care as he continued to charge, having no choice Nathaniel took aim and pulled the trigger on his weapon a yellow beam of energy flew out and hit the charge man in the chest and he was turned to ashes on the ground, a gust of wind blew and his ashes were swept up and blown away. His crown and gold trinkets fell and rolled along the ground and landed in front of Nathaniel. A collective gasp of horror escaped the mouths of the rest of the people as they saw their ruler incinerated. They began to talk in murmur amongst themselves in a language that he didn't understand. Nathaniel looked at them in confusion, but then that confusion turned into shock as he looked down. Nathaniel looked down at the crown next to his feet. It was then he realized that he had just killed their King or ruler. Nathaniel reached down and he picked up the crown and looked at it, and then he looked at his reflection in the gold. He could still hear the people talking and murmur amongst themselves but then everything suddenly went quiet. He looked up to see them staring at him to see what he was about to do.

He looked at them and the he looked at the crown again and small smirk began to grace his lips. He raised the crown and slide it down onto his head. He waited to see if they were going to attack him but they didn't. The people one by one began to kneel before him and soon they were all kneeling.

"Hmph…All hail the New King" Nathaniel said to himself as his smirk changed into a smile.

* * *

**10 years later; Nathaniel- 35years old**

Nathaniel Richards Jr. or Pharaoh Rama-Tut sat angrily on his golden throne as he listen to his one of his Egyptian Generals tell him of another loss to the Nomad tribe of Warriors calling themselves the Sandstormers.

Nathaniel or Rama-Tut had been the Pharaoh for 10years, after he killed the Pharaoh and inherited the title he analyzed his ship and had learned that there was an unknown malfunction and that malfunction had somehow transported him to Ancient Egypt, somewhere around the Fourth Dynasty. Once he killed the Pharaoh with his advanced weapon the Egyptians had labeled him as a God and as the new Pharaoh. It didn't take him long to learn their language or their culture, and once he learned it he was overjoyed at the power the Pharaoh wielded over the people. The first thing he had the ancient Egyptians do as the new Pharaoh was to commission them to create songs about him, praising him, praising Rama-Tut. After assuming control Rama-Tut found out that the Pharaoh he killed was in the process of getting ready for war, with a neighboring country. Rama-Tut being the new Pharaoh continued with his predecessor's plans for war and under his strategy they easily overpower the other armies thus expanding his reach.

For 10 years this went on and in that span of time Rama-Tut commissioned the Egyptian architects to build him monuments and they built the pyramids, he had them create vast and wonderful stories of him, so in the future people would know about him and they also built the Sphinx of Giza another monument to his greatness and in that monument he buried his time ship. Along with his monuments and songs, he ruled with an iron fist. Anyone who didn't agree with him he had killed, anyone who question him he had exiled and then killed, he conquered all of those in his path, so naturally he developed as many enemies as he did followers, but his true enemy were a clan of Nomad warriors that called themselves Sandstormers and the Sandstormers were led by a man named: En Sabah Nur.

Rama-Tut had sent out some spies to find out about this En Sabah Nur and of the spies he sent on the assignment only one came back and he was on death's door, but before he died he was able to reveal a few snippets of information. The spy told Rama-Tut a tale about a giant of a man, with gray skin, blue lips, and red eyes. Rama-Tut dismissed the tale saying there was no such thing as giants. In response to killing his spies he sent out his massive army to find a kill this En Sabah Nur and after a lengthy campaign his army returned with massive casualties but no En Sabah Nur. When he asked his Generals they told him a tale of a giant of a man with gray skin and blue lips, who slaughtered hundreds without breaking a sweat. The war with Sabah-Nur has been going on for the past 4 years and Rama-Tut was growing angrier and angrier as the days past. He was supposed to be the most intelligent being in this time period but yet every plan he came up with, every strategy he spent hours devising has been met with defeat after defeat after defeat.

**(**ENOUGH!**)** Rama-Tut angrily shouted in Egyptian **(**GUARDS TAKE HIM BEHEAD HIM!**)**

**(**WHAT! NO MY LORD! NOOOOOO!**)** the Egyptian General shouted out as a pair of guards came and took him away for his beheading.

**(**THERE ARE NO SUCH THINGS AS GIANTS!**)** Rama-Tut shouted to his other Generals that were kneeling before him, **(**I WANT THIS OUTCAST FOUND! I WANT HIM FOUND NOW!**)** he yelled in Egyptian.

(MY Lord what do you suggest we…..**)** started one the Generals' before they all heard yelling and shouting coming from the balcony in the throne room, just then several other guards ran into the main throne room bleeding profusely.

(MY LORD! THE SANDSTORMERS TAKE SEIGE TO THE CITY!) one of the shouted before falling to the ground.

(WHAT! BATTLES STATIONS!) Rama-Tut shouted standing up. His Generals immediately rose from their spots and rushed out of the throne room. Rama-Tut took a few steps forward and down the steps and her turned to the left and he walked to his open balcony that had an overview of his city. He could hear the screaming of the people and the grunting and shouting of warrior's fighting. Rama-Tut saw his warriors beginning to get over run, this attack was unexpected, it caught him off guard. He glared at the fierce Sandstorm Nomads and then his eyes widen. Riding on a horse down the middle of the City towards the main palace, was a man or at least what he thought was a man. A man he could only assume was En Sabah Nur. The Sandstormers saw Sabah Nur riding on his horse and their morale boosted and the fighting intensified.

Rama-Tut backed away from the balcony and he ran towards his throne. He reached his throne and he hit a hollow spot in the arm of the throne and it slide open to reveal one his weapons he brought from his own time. He slipped the weapon around his wrist.

**BANG! BANG! SMASH!**

Rama-Tut looked up as his stone throne doors where kicked open. Pieces of the door splintered off from the force of kick and went crashing to the ground. He lifted up his hand and aimed his weapon at the person that walked through the door; En Sabah Nur. The stories were true; he was a giant of a man, standing at 6'5 with a powerful overly muscular frame. He had gray skin, pupiless red eyes, blue lips, and strange blue markings on his chin and on his bald head; he was hideous, resembling something of a demon from hell. En Sabah Nur was shirtless and shoeless, but he did have a red cloak of some sort wrapped around his waist, gold necklaces around his neck and gold wrist guards around his wrist but none of those trivial things mattered because aside from his unusual appearance the true draw to Sabah Nur was that he was covered in blood.

The two enemies stood there staring at the other waiting for someone to make the first move. Rama-Tut looked at his blood covered enemy and at the long sword he carried in his large gray hands. En Sabah Nur stared at Rama-Tut but more important he examined the weapon he had in his hands.

**(**It's nice to finally put a face to my most hated enemy**) **Rama-Tut said

**(**I would say the same…but all of Egypt knows the….great and powerful..…Rama-Tut**)** En Sabah Nur responded in a deep baritone voice.

**(**Is that doubt of my greatness in your voice boy**)** Rama-Tut growled out

**(**Compared to me…..you are the boy**)** Sabah Nur replied cryptically.

(What are you…you are not human**)**

**(**You are correct I'm not human….unlike you I am a true God…..the true ruler**) **

**(**Is that so?**) **Rama-Tut replied. The two stared into each others eyes again and in an instant the situation erupted. Rama-Tut pulled the trigger and a yellow beam fired out but En Sabah Nur saw it coming and with surprising speed dodge out of the way. Rama-Tut's eyes widen and he pulled the trigger again and again, but each time En Sabah Nur swiftly dodged the beam. On the last beam he made a mad dash towards Rama-Tut with his blade raised over his head. He jumped in the air with his blade raised high.

"RAHHHHH!" he shouted.

Rama-Tut quickly dove to the side out of the way. En Sabah Nur came down and turned his angry red eyes the left and at Rama-Tut and a smile crept along his blue lips. Rama-Tut felt a twinge of fear creep along his spine. He immediately began to back up, he kept backing up and then quickly got to his feet and ran through the doors.

**(**RUN! RAMA-TUT RUN! FROM THE TRUE GOD! HAHAHAHA!**) **En Sabah Nur laughed. He turned around and began to follow after him.

* * *

**Outside of the Palace**

Rama-Tut exited the Palace and he recoiled slightly. Death and Carnage ruled his once clean streets. Bodies of not only his enemies the Sandstromers but of the people that he ruled over, blood and body parts littered the ground as well. He could see his monuments that he had the people build were torn down and destroyed. On this day there were no songs of praise sang about him, no one lifting him up on their soldiers. This was the day of reckoning. 10 years of dictatorship, subjugating people to his will coming back to haunt him. He glanced to the right and he saw En Sabah Nur slowly walking towards him with that damn grin on his blue lips. Rama-Tut began to run down the steps that lead into the city streets.

On his way down he saw several Sandstormers run towards him shouting for him to die but before any of them could reach him they looked behind him and they immediately backed away out of a mixture of fear and respect. Rama-Tut turned and he saw En Sabah Nur there with the same grin and the same slow pace. Rama-Tut raised his hand and fired his weapon, but En Sabah Nur swiftly dodged the attack like it was nothing.

'_He….he isn't human'_ he thought as he turned around and continued to run…..run for his very life.

* * *

"I have to….make it….to the Sphinx" gasped Rama-Tut as he continued to run for dear life. He had made it out of the city and he was running towards one of the giant statues that the people had built in his honor. It was a statue of a half man/half lion that the Egyptian architect named: The Sphinx. The Sphinx was where Rama-Tut had his time ship buried. He believed that if he could make it to his ship he could time jump out of this time period and away from certain death. He glanced over his shoulders to see En Sabah Nur jogging after him with the unchanging grin on his face.

"Can't….make it…" he gasped but then a surge of adrenaline took over, _'I WILL NOT DIE HERE'_ He thought as he found his second wind and his speed picked up slightly.

* * *

**The Sphinx**

Rama-Tut reached the base of the Sphinx, he sank to his knees and he threw up. He was gasping for breathe completely drained. He glanced over his shoulders and he saw En Sabah Nur still jogging after him, but this time he didn't have a grin on his face it was frown and suddenly his speed picked up.

'_Oh No…..he's…..probably done toying with me…I have to get to my ship'_ he thought frantically as he pushed in a stone. The pushed in stone activated a switch which made a section of the wall slid in and then lift up revealing a dimly lit tunnel. Rama-Tut wasted no time in make his way down the tunnel as fast as he could despite all protest from his body.

* * *

He followed the winding tunnel until he came face to face with his time ship.

'_Salvation'_ he thought making his way to where the ramp would be. He touched the pad on the outside of the ship and the ramp lowered to the ground. He ran up the ramp and into the ship.

* * *

**Inside the Ship**

Rama-Tut threw off his crown and let it fall to the ground. He looked around until his eyes spotted a glass case, one that was a few feet away from the weapons cabinet. He went to the glass case and he immediately opened it and he grabbed the strange suit that was inside.

Before he left his time period Rama-Tut had taken the time suit he had built with his Uncle Ian as a just in case. When he built the time ship he had calculated a 99.9% chance of success, but that 1% still bugged him to no end, so as a just in case he stashed the suit in his ship. He stripped off his clothes and he began to put on the purple and white mechanical suit.

He finished putting on the suit and then he ran towards the controls, on his way he glanced through the ramp opening and he could see a shadow at the bottom. He went to the console and he got down on the ground he grabbed the metal covering and he ripped it off and he looked at his ticket out of his predicament: The Celestial Death Seed. The suit failed the first time because it didn't have enough power, but that shouldn't be any problem now. He grabbed the death seed and he held it up, but his blood ran cold as he heard a voice behind him.

**(**I knew…..you were not a God, but I knew you were not of this world as well**) **came the voice of En Sabah Nur.

"You GRAY SKINNED FREAK YOU KNEW NOTHING!" Rama-Tut shouted in English.

En Sabah Nur's face scrunched up in confusion slightly as he heard the strange language.

"YOU ARE NOTHING COMPARED TO ME! NOTHING!"

"On the contrary…you are nothing compared to me" came En Sabah Nur's voice in perfect English. Rama-Tut's eyes widen as he spoke.

"How are you speaking my Language?"

"I do not know nor do I care…this technology seems familiar to me….why"

"It shouldn't seeing as how it hasn't even been invented yet" replied Rama-Tut trying to but some time so he could activate the death seed, but his actions went notice by Sabah Nur.

"In your hand…whatever weapon it is…it will not work against me"

"It's not a weapon you freak…..it's my ticket out of this God forsaken land" he replied holding it up. The Death seed began to glow a dark blue color, energy began to flow from the seed and around Rama-Tut. En Sabah Nur lunged at his foe and grabbed his outstretched hand and he began to glow dark blue as well.

"NO!" shouted Rama-Tut trying to yank his hand out of the insanely strong grip, but it was no use.

"This object…I-I…remember…why" he said as he yanked the seed out of Rama-Tut's hand causing a huge energy backlash. Dark Blue electric sparks flittered across Rama-Tut's suit and suddenly he vanished a flash of dark blue.

The Death seed continued to glow inside of En Sabah Nur's hand and suddenly it began to sink into his palm.

"ARGHHHH RAHHHHH!"! he shouted in agony. The Death Seed was now fully in his body and for the first time in years he felt pain,mind boggling, red hot, unforgiving pain. As the pain racked his body he began to go through a change. First he grew from 6'5 to a staggering 7'2, from within his body metal seeped through and began to cover him changing his gray skin into a metallic color. From the metal that covered his body a strange blue mechanical suit began to take shape.

Through the pain En Sabah Nur grinned because while he was feeling pain he also felt one thing and arguably the only thing that mattered to him.

"POWER!" he shouted in joy.

* * *

**Time Stream**

"RAHHHHH AAAHHHHHHH!" screamed Rama-Tut as he was going through a painful transformation of his own. The dark blue electricity flicked all around his body causing him immense amount of pain. His whole body began to glow and his screaming intensified as he felt something being pulled from his chest. He cracked open his eyes slightly to see what looked like a head emerging from his body. He gritted his teeth as the head seeped out a little more. Rama-Tut saw the head, then the shoulders, then the arms and body and then finally the legs. His yelling immediately stopped once the person was out of his body. He looked up to see that the person that sprouted from his body was a spitting image of himself. The two Rama-Tut's looked at each other curiously before the clone of him began to be pulled further along in the ethereal white time tunnel. He kept going and going until the original Rama-Tut could no longer see him and then suddenly a flash of dark blue and he vanished from the time stream.

* * *

**40****th**** Century**

"AHHH OOOMH" grunted Rama-Tut as he was tossed to the ground or what he thought was the ground. He painfully pushed himself up to see where he was but he was shocked to see that he landed on a dead body.

"GAH!" he shouted scooting and falling back. He looked around and he saw nothing but dead bodies everywhere.

**BOOOM!**

Rama-Tut covered his head as he heard the explosion. He looked up to see dozens and dozens of scientifically advanced warships in the air. He saw a warship explode and head towards the ground where it exploded even more in a shower of metal.

"CHAAAAARGE!" shouted a voice. Rama-Tut turned left to see men and women dressed in blue armor carrying advanced weaponry charging forward.

"NO MERCY!" came another voice. Rama-Tut looked to the right to see another faction of men and women only in purple armor charging forward.

The two sides clashed with lasers and energy beams firing in every direction and Rama-Tut was caught in the middle.

He quickly crawled along the ground trying his best to get out of harm's way. He weaved the legs of the fighting men and women and found himself away from the battle field. He leaned against a stone wall and he watched as the two sides fought for dominance. Rama-Tut took a deep and pained breathe and he shakily stood up. He looked down a road and he saw an area with thick trees, without question he limped his way towards the trees and out of sight.

* * *

**Egypt**

Silence, silence was only thing heard through the city. All the fighting had stopped, all of the yelling and screaming ceased. The surviving warriors, Sandstormers and those loyal to Rama-Tut all found themselves standing in front of the main Palace. The non-Warriors, the women, and the children also found themselves among the crowd standing in front of the Palace. All eyes were on the figure that stood at the top of the steps. He was tall and imposing, he had on a blue mechanized type of armor with tubes running out of he elbows and back into his suit, on his suit was the letter A on the neck and the same letter was also on his belt buckle, but all of that was meaningless because he had an unmistakable frown on his hideous gray skinned face that sent shivers through the gathered people's spines. The shivers turned into full blooded fear as the man open his mouth and a deep and booming voice came through.

**(**The Era of the so called God Rama-Tut….has ceased to be) he started (It is a new day…..a day of prosperity and real leadership. It is a day that will live on forever in the history of man for generation….today…..begins the age of **APOCALYPSE!) **

* * *

**40****th**** Century- 1 year later **

The gift of peace reigns in the once tumultuous 40th century. Only a year ago was the fighting and blood shed prominent in every city and in every corner of the earth, but that was a thing of the past. The future….or more precisely the present was age of acceptance and an age of brotherhood. The warring factions have put aside their difference and have vowed to never attack each other again and it was all thanks to one man. This man came from what seemed like nowhere and he saw the fighting and he put a stop to it by literally conquering the whole world. He conquered the warring factions and he made them cease fighting, cease their petty disputes. The man showed them how to get along, how to utilize their technology for other purposes besides killing each other. This man was an enigma**. ** He came, he saw and he conquered and the people of the 40th century have prospered ever since. They lived to serve him because of his enigmatic nature and brilliant ideas.

Standing in an open field were thousands of men and woman in blue and purple armor, they were carrying advanced weapons and they all had serious expressions on their face. Blue and purple warships littered the air as well and they were all facing the man that was standing on a hilltop.

The man was wearing a form fitting blue and purple battle armor and he had a blue and purple helmet that covered his face, this was the man that the people of the 40th century feared and respected. He looked at all of the gathered Warriors and he raised his hands and began to speak.

"My Brothers and Sisters!….I have brought Prosperity to a war torn land. Only a year ago were you all savages wasting away your potential and for what…meaningless differences. No more I say to you….No more. We are smarter than that, we are greater than that and we have proved it. Look to your left and then to your right….a year ago he or she was your enemy and now that same person is your ally. Peace….my brothers and sisters…..peace is what we have now, and peace is what everyone deserves. I know many of you have question about me, but those questions matter not, the only thing that matters is what I can do…I can bring peace to the peace less….and my brothers and sisters this is why I'm standing before you today…it is why you all are gathered at the ready. We have peace but what about everyone else….there are entire galaxies….universes out there that needs peace and prosperity…and I'm the only one that can deliver it, but I can't do it alone…..I need all of you to stand behind me and enforce my will…So my brothers and sisters…will you join me in my quest for peace not just for this Universe…but all Universes…..will you help me Conquer and usher in a new age of peace and prosperity for everyone!" he shouted.

The man looked at all of his subordinates, waiting for their response. They all looked at each other for a minute before they erupted in a chant.

"ALL HAIL **KANG THE CONQUEROR!"**

* * *

**End Chapter: Read and Review: **** Hey Readers it's me back with another chapter in the spider-man mythos. I hope everyone enjoyed the debut of two of Marvel's more history themed villains: Apocalypse and Kang the Conqueror. I've already got the chapters written where they make their debut in the main universe and I'm pretty sure you readers already guessed who spidey will have to team up with to take each of these villains down. ** **Also, I'm a huge Kill Bill fan so points to anyone who can pick out the Kill Bill reference in this chapter. Anyway I hope everyone enjoyed this chapter because the next chapter revs up the action 10 fold as we head into I think one of the best chapters I've ever written. That's right readers we head into the Kree-Skrull War. So I hope you all tune in for that, because its gonna be a wild ride. So remember to Review and if you have any lingering questions about this chapter or questions about the next chapter or future chapters feel free to send me a message and I'll get back to you ASAP. This is Nomad88 saying until next time…**

**Ps: I know I was supposed to update Secret Warrior: Spider, but I figured it could wait…..the next for update though is Batman Beyond, and then after that I'll update Secret Warrior. **

**Next up: The Kree, The Skrulls, and a War**


	43. The Kree, The Skrulls, and a War

**Disclaimer: I DO NOT in any form or fashion OWN THESE CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact ALL CREDIT goes directly to STAN LEE, MARVEL, and of course DISNEY. They are the owners not me. So having said that I ask politely please do not sue me. I do not have any money and no money is being exchanged to me so again PLEASE DO NOT SUE ME! Thanks. Now on with the story. **

**Hey readers it's me Nomad88 back with another chapter in the Amazing Spider-man universe. I hope everyone is enjoying the story so far because we have a long long way to go before the end of the volume and an even longer way to go before the end of the story in general. If you readers have been following then you know this chapter is the start of an Epic story arc that I've been leaking into the story for a while. So the only thing that's left to do is to Read, Review (A writer's fuel), and of course ENJOY….**

* * *

**Chapter 38: The Kree, The Skrulls, and a War**

**Weeks ago: Hudson River**

"NOOOOO YOU MUSN"T LET THE GEMS TOUCH!" shouted Mar-Vell. The Man-Wolf reached down and he touched one of the floating gems.

'_Spider Sense'_ thought Spider-man

**BOOOOOOOOM!**

* * *

**Three Weeks Later: Dean and Denise Thompson Residence; Bronx, New York: 11:30pm **

"F-Forty-E-Eight….F-F-Forty-N-N-ine…F-F-...c-c-ome on….y-you can d-do it…..FIFTY!...uhhhhh" came the strained voice of one Rick Jones. Rick collapsed on the ground gasping for air. He was currently in his small room doing push ups trying to make himself stronger. He shakily pushed himself off of the ground and he went towards the mirror that was on the brown door that led into his room, and he looked at himself. Rick was 18 years old but he had a semi-malnourished appearance. He was skinny with an almost pale looking complexion, and he also had dark hair and brown eyes, but around his left eye he had a black and blue bruise that looked like he had been punched in the face and that's because he had been. Rick had been born to two loving parents but at the tender age of 10 they were killed in a horrible plane crash that left him as an orphan. After the death of his parents he had been placed in foster care where for the next five years he spent going from house to house until the age of 15 where he landed in the care of his current foster parents Dean and Denise Thompson who were the worst people that he had ever had for foster parents. They were mean drunks, who had a tendency to be very violent and not only that they had more than one kid under their care in their ugly two story house. When Rick first arrived he noticed that they had seven other kids under their care. He was rudely introduced to the other teens that were roughly his age, and like him they were orphans who had been bouncing around until they unfortunately landed in the Thompson household. For the next three years Rick lived with the Thompson and he been beaten up not only by his foster brothers, but by Dean and Denise on several occasions. He found himself starving most of the time because he was the last person to eat and he would only be left with scraps. Living with the Thompson has been pure hell for him because most of the time he felt weak when he was around them. The only solace that he had was in his room. It was the smallest room in the house but it was his and his alone. In his room he had a few magazines and a few paper clippings of his heroes: The Avengers, but one of the Avengers he idolized more than the others and that was Captain America. Captain America was Rick's favorite superhero and he wanted with all of his might to be just like him. He remembered watching television the day where the Avengers first appeared on the scene and fought those zombies and that giant green monster. He saw the strength that he had and he wanted that strength to be strong enough to fight and beat anyone. So ever since he had seen The Avengers in action he been following them in the papers and magazines and he had been training himself by doing push ups and sit ups. Yesterday he tried to stand up to one of his foster brothers who was trying to get some money from him but his foster brother punched him one time and knocked him out. When he awoke he thought that the training he was doing wasn't enough and he started to double his workouts.

Rick stood in front of the mirror flexing his muscles but to his displeasure he didn't see any change.

"Dammit…..it's not working" he said to himself sadly as he looked at less than average muscles, "Maybe…Maybe it's hopeless…maybe I'm destined to be weak for my whole life" he said dejectedly. He let out a sigh and he went towards his bumpy and uncomfortable bed and he laid down. He grabbed a magazine and he turned to a picture of Captain America, "I wish I strong like you Cap….bu….." Rick started before the wind suddenly began to pick up in his room.

"What the hell" he said to himself as he covered his eyes. The wind kicked up even heavier, his loose papers, books and other assorted items began to fly around his room. Rick cracked open one of his eyes and a brilliant red glow began to fill his room.

**FWAASSSH!** Went the sound throughout his room. Suddenly the wind stopped and all of his items fell to the floor with a loud thud.

Rick moved his hands away from his face and his eyes widen in shock as he looked at the hovering and glowing red gem in the middle of his room.

"Whoa" he whispered. The red gem began to pulsate and Rick felt compelled to move forward. He slowly got up off of his bed and he made his way to the gem, "Wow" he whispered again as he reached out with his right hand. He touched the gem and it began to fuse itself into his palm.

"OUCH!" he shouted at the sharp pain but as quickly as it came, it was gone and so was the glow. Rick looked at the center of his right palm and at the smooth oblong red gem.

**CREAK!** Rick's head shot up at the sound of his door opening. He saw his foster Mother at the door.

"WHAT THE HELL WAS ALL OF THAT NOISE!" she shouted.

"I-I-I…." he started, but his foster mother paid him no attention as she looked around his room and at the huge mess.

"DEAN THIS IDIOT KID IS MESSING UP HIS ROOM COME AND DISPLINE HIM!" she hollered.

"GODDAMIT DENISE I'M WATCHING TV!" his foster father shouted back.

"GET UP HERE!"

"ARGH! YOU GODDAMN KID WHEN I GET UP THERE I'M GOT RIP YOU A NEW ONE!" he shouted.

Rick heard the footsteps of his foster father coming up the steps and he immediately became frightened and he started to back up. His tall and imposing looking step father entered his room and he started making his way to Rick balling up his fist. Rick closed his eyes and waited once he saw his foster father raise his hand and bring his fist down. The fist made contact with Rick's face but then Dean's eyes widen in shock as he heard a loud snap.

"RAHHHHHHHHHH!" he shouted in agony.

"DEAN!" yelled Denise running over to her husband, "What's wrong what happen"

"MY HAND! IT'S BROKEN! ARGHHH!" he said through clenched teeth.

Rick opened his eyes to see his foster father on the ground cradling his mangled hand.

"YOU…YOU FREAK! WHAT DID YOU DO!"

"I-I…don't…I didn't…."

"GET OUT OF HERE!" she shouted.

Rick immediately ran around his foster parents and through his door. He ran down the hallway and then down the steps and out of the house. He ran and kept running until he disappeared into the night.

* * *

**Few Blocks Away: Midnight **

Rick came to a stop and tried to catch his breathe.

"What…..the hell…..was that" he asked himself while hunched over catching his breathe, "How did I do that….I felt his hand make contact but…..wait….this gem…or stone" he said holding up his right hand and looking at the gem that was stuck in his hand.

"You did this…what did you do to me" he asked no one in particular.

"HELP US! SOMEONE PLEASE HEL…." Came a voice.

Rick looked up once he heard someone yelling for help. He looked over to the right and across the street and he saw the silhouette of several people and he could hear sounds of someone being muffled and of some people fighting.

Rick was in no way an idiot he knew what was happening someone was being robbed or beaten up; it happened all of the time in the neighborhood of the Bronx, where he lived. He heard the sound of someone being thrown into a trash can. Rick took a nervous step back; he didn't want them to see him because he could be next. He turned around and was about to run away but then he stopped in his tracks. He stopped and he listened to sounds of someone in trouble.

'_I-I….can't go over there…..what am I insane….I-I…..I'm too weak'_ he thought to himself, but then his mind flashed back to when his foster father punched him and his hand broke as a result, _'No….it was some type of fluke'_ he continued to think as he held up his hand and looked at the gem. He slowly began to ball up his hand into a fist. He looked at the wall he was next to and something just told him to hit it and he did. He struck the wall and his fist went through the bricks like they were made of cardboard. Rick's eyes widen in shock as he felt his hand go through the wall. He pulled it out and he looked at the hole he created, and then at his fist.

"I-I….I-I didn't even feel that"

"STOP IT! PLEASE!"

Rick turned slightly towards the alley and his breathe began to quicken a little.

"I'm not weak anymore….this gem…..or stone or whatever…is making me strong….so what do I do….….What would Captain America Do" he asked himself looking at the gem in his hand.

* * *

**Alley**

"Shut the hell up you stupid bitch!" growled a thug as he tightened his grip on the brunette woman in his arms. He had his hand around her mouth and his other arm around her body. The brunette woman was thrashing widely trying to break his grip and get to her boyfriend who was getting beaten up by three other thugs. She watched as they mercilessly punched him and kicked him.

"After we're done with him….we're gonna have some fun with you" the thug said into the woman's ear. She screamed into his hand hoping to God that someone would come to their rescue.

"H-HEY!" a voice shouted.

The thugs beating up the boyfriend and the thug holding the brunette woman all turned towards the right to where they heard the voice and they all saw a skinny guy in a red shirt and blue jeans, and it also looked like he ripped a piece of his red shirt off and was using it to cover his face.

"What the hell is this?" asked one of the thugs looking at Rick.

"Y-You…Guys…..Stop what you're doing…a-and let them go" Rick said trying to sound tough but was not doing a good job.

"HAHAHAHAHAHAHA…who are you supposed to be" one the thugs asked while laughing.

"I'm…..I'm…C-Captain Avenger…and I'm telling you to let them go" Rick said forcefully, '_Oh God what am I doing'_ he thought to himself.

"Well another one of these costume morons…I'll handle this" said one of the thugs that was beating up the boyfriend; he walked towards Rick and pulled out his knife. Rick backed up slightly as he saw the knife. The thug ran forward and Rick flinched in fright but as the thug came down with the knife trying to plunge it into Rick's arm, it shattered into a thousand pieces as it made contact. Rick opened his eyes as he felt the contact and he heard the bits of the knife hit the cement. He looked at his arm and saw his shirt was cut but no blood from his skin, he then looked down at the destroyed knife and at the thug.

"What the hell…." The thug started before Rick gathered his courage and gave him a powerful shove. The thug went flying across the alley and crashing into a trash bin. Rick swallowed hard and he turned to the other thugs.

"W-Who….Who else want some" he said. The thugs looked at their fallen friend and then at Rick or Captain Avenger. They immediately began to run away. The brunette woman fell to the ground. She looked at the running thugs and then at her boyfriend. She quickly crawled over to him to see if he was okay. Rick smirked a little under his makeshift mask. He had just saved two people. He looked at the two people he had saved and then he ran over to them.

"Is he okay" he asked

"He's alive but he needs medical attention….I think there is a hospital not too far away but…what if there are more thugs" the woman said looking at him. Rick bent down and with his new strength he picked up her beaten boyfriend.

"Come on….I'll take him to the hospital….and I'll protect you" he said confidently.

"Thank you…what was your name again" she asked as they made their way out of the alley.

"I'm Captain Avenger"

* * *

**Present: Saturday: Parker Household**

Peter let out a loud yawn as he rose from his bed.

"Ah man…..when was the last time I actually got a full night's rest" he said to himself as he stood up. It had been a few days since his unforgettable excursion with the X-men. He glanced down at his bare chest to see that his injury that he had sustained was practically healed much to his joy, but two nights ago he had to go back to the Night Nurse to get the stitches removed and when he did she added another 50 dollars to his account which brought his total amount to 350 dollars, that's how much he owed her. So all day yesterday he had been taking pictures of himself as Spider-man hoping he would be able to sell them to the J. Jonah today.

Peter put on a shirt and then exited his room and went downstairs because he smelled his Aunt's cooking breakfast.

* * *

**Downstairs**

"Morning Aunt May" he said sitting down at the table.

"Good Morning Dear…..how did you sleep" she asked looking at him.

"I slept great…..man it feels like the first time in a long time I actually had a good night's sleep" he said to her.

"I'm glad to hear that dear…here's your breakfast" she replied putting a plate full of grits, eggs, and biscuits in front of him. Peter looked at the breakfast and then at his aunt.

"Uh….Aunt May…..this is my favorite breakfast….oh no…you're about to tell me something I'm not gonna like" he said.

"….Nothing gets past you does it" she replied shaking her head.

"Just go ahead and tell me"

"Peter…I haven't changed my mind about this psychiatrist…you're going"

"Oh not this again Aunt May…I don't need to see any psychiatrist okay I don't and I'm not going" he said pushing his breakfast away.

"Yes you are going…Peter I'm your Aunt I can tell that you're hiding something and I can tell that whatever you're involved in or hiding is affecting you and since you won't talk to me you have to talk to someone"

"Aunt May"

"Peter…you aren't going to talk me out of this okay….you're going next Friday"

Peter leaned back in his seat with his arms crossed against his chest.

"Also, have you been looking for another job" she asked crossing her arms over her chest and looking at him.

"…yes" he lied

"Peter I can tell when you're lying you haven't been looking have you"

"Uh….okay it's on my long list of things to do…I'll start looking….."

"Today" Aunt May interrupted giving him a serious look

"Aunt May"

"Today" she repeated

"I.."

"To…Day" she said with finality

"Fine…I'll go to the mall today and look for a regular teen job" he said in a defeated tone.

"Thank you….oh and also I got a call yesterday from a Dr. Connors, something about an internship…why didn't you tell me about it" she asked

"Oh No…..what did he say and I didn't tell you about it because I didn't know if I had gotten it, but I just found out a few days ago that I actually did get it"

"He was just asking about your whereabouts, he hasn't see you in a few days and they were beginning some experiment today at 10:00 with or without you"

Peter turned to the clock in the kitchen

"Oh No it's 9:45!" he shouted jumping up from his seat and running upstairs.

"Hey no running…in the house" she said but he was already upstairs, "I swear" she started while sitting down in the chair. A few minutes passed and Peter ran downstairs fully dressed and then he was out of the door.

Aunt May shook her head at her nephew; she then turned her attention to the news story on the television in the kitchen.

* * *

**T.V. **

"_If you're just joining us our top story today is that there is a new costumed vigilante running around the Bronx and he's calling himself: Captain Avenger. We've had several reports of this Captain Avenger saving several individuals over the course of 2 weeks but we have no actual footage of him in action. Perhaps in time he will reveal himself to the public. _

* * *

**ESU: 10:15am**

Spider-man landed on the roof of Science building of ESU. He quickly pulled off his mask and his bookbag. He grabbed his street clothes and began to get dressed.

* * *

**Science Lab**

Peter stepped through the doors and everyone in the lab turned to him.

"Ah…Mr. Parker so glad of you to join us…..where have you been" asked Dr. Curt Connors.

"I'm sorry Dr. Connors….I-I….."

"Oh save your excuses because of you we've been stalling on the project" came the voice of Debra Whitman.

"Debra my dear please calm down" soothed her boyfriend Michael Morbius, "What she means Peter is that we have worked very hard for this internship and….." he started.

"Yeah I know Michael…..I know and I'm sorry I don't have an excuse, but I promise it won't happen again….I'm here" he said seriously_, 'And I mean that….no spider-man…at least not today…..today is all about Peter Parker'_ he thought to himself.

"Well….we're glad to hear that Mr. Parker" said Mrs. Connors. Everyone turned to see her walking towards them with a green lizard in his hands.

"Curt" she said looking at her husband.

"Have a seat Mr. Parker we were just about to start"

Peter nodded his head and he took a seat next to Debra.

"My interns….you are now about to embark on a journey into the world of genetics….I would like you all to meet our pet lizard Samuel…he is the crux of our whole experiment to understanding Reptilian DNA"

Mrs. Connors brought the lizard over to the three interns. Samuel's tongue slithered out of his mouth, and Debra shyed away a little and into Michael's arms.

"Oh he's disgusting"

"Come now Debra, he isn't disgusting he's fascinating" Michael replied in his Greek accent while petting the lizard. Mrs. Connors brought the lizard over to Peter and he looked at it,

"Hi Samuel….looks like you and I are gonna get real acquainted huh" he said petting the lizard on the head.

"So my interns…now that you've met Samuel….and you know of our goal…..Let's get started shall we" he said with a smile.

* * *

**Space: 5 Quadrants Over**

The stars in space twinkled ever so gently. The deathly silence and stillness of space was broken by the dozen upon dozens of highly advanced starships and warships that were frantically flying around trying to blast the other to bits. The sleek blue and silver starships belonged to the scientifically advanced civilization known as the Kree, who were being led by the Supreme Intelligence, the greatest minds of the Kree civilization. The Supreme Intelligence was still on the Kree Homeworld but in their place was their feared enforcer Ronan the Accuser. He was the one who was leading the charge against their most hated enemies; the Skrulls. The highly advanced and gigantic warships belong to the Skrull Empire who were being led by the alluring Skrull Queen Veranke. The two civilizations have been at war with each other for generations, but today their war has reached the boiling point. They were fiercely trying to beat each other because after decades of battle the trump card to winning the war has finally been located. The infinity gems, a source of unlimited power has been located on a distant planet called Earth. Now it was a race to see who could reach Earth first and gather the gems.

* * *

**Kree Starship**

"BLAST THEM TO SMITHEREENS!" shouted Ronan the Accuser in the Kree language as he sat gripping his hammer in his hand.

"Ronan sir we are trying but their shields are holding strong….the Skrulls have figured out a way to block our most powerful of weapons"

"WHAT!" went Ronan standing up from his captain's chair.

* * *

**Skrull Warship**

Queen Veranke sat in her throne and stared through the viewing screen at the main Kree Starship.

"REPORT!" she shouted in her native Skrull tongue.

"My Queen our shields are holding against the Kree weaponry but I do not know for how long they will last….we have made great progress but the Kree are still more advanced than we are"

"IF YOU EVER SAY THAT AGAIN I WILL HAVE YOU INCERNARATED! THEY ARE NOT BETTER THAN US THE SKRULLS REIGN SUPREME!" she shouted. The Queen stood from her seat and she walked towards the tall stone statue of her king: Thanos. She rubbed his stone face affectionately.

"Soon my love…..we shall have you free" she whispered, "Has there been any word from our spies on earth now"

"No my queen there hasn't been any word"

"Contact them now"

* * *

**Paris, France**

Quentin Beck aka Mysterio heaved a sigh of absolute content. He had everything a man could want, he was currently laying in a king sized bed in the most expensive room in a 5 star hotel in one of the greatest cities known to man, he had a beautiful and sexy woman that was sharing his bed, and he had mountains upon mountains of money and precious and priceless jewelry in a cave off the coast of a tropical Island that he legally owned. All of these luxuries would not have been possible if it wasn't for the two gems located around his neck. Quentin lifted up the gems that he had in encased on a necklace that was around his neck. He looked at the purple and yellow gem and smiled.

"Thank you God" he said as he closed his eyes and he relished in all of his luxuries. He opened them and then he glanced at the bathroom door where his woman for the last few weeks was located. The woman's name was Bridget O'Neil and it was weird how he had met her, he was wondering around London as himself using the purple gem to scout out some of the places he was going to rob when he got an overwhelming feeling that someone was following him. All day everywhere he went he felt like someone was following him and then suddenly she appeared and the feeling disappeared. Bridget was everything he wanted in a woman, she was beautiful, alluring, funny, sweet, and she absolutely loved magic and illusions. It was no time at all before he filled her in on the gems and him being Mysterio and she had no problem with it, Quentin was overjoyed and the two have been together every since. Quentin narrowed his eyes and concentrated, the yellow gem glowed a bit before suddenly a large diamond ring appeared out of thin air in front of him. He grabbed the diamond ring and held it up to his face.

"Bridget my dear…are you coming back to bed" he said

"In a minute I'm just freshening up a bit" she replied through the bathroom door in a lovely voice.

* * *

**Bathroom**

"Hurry up my pet….there's something I want to ask you" he said

"I'll be out shortly" the woman named Bridget O'Neil replied. Bridget was a very beautiful woman. She had medium length dark blonde hair, vibrant blue eyes, beautiful flawless tan skin and a dancer's toned slim build. Bridget looked at herself in the mirror of the bathroom and her face scrunched up in disgust. While she was definitely beautiful by human standards, she was most definitely not human. Bridget closed her eyes for a second and all of her features began to shift and change. Her tan skin changed into a light green color, her chin went from smooth to edgy and corrugated, and her ears elongated. Bridget opened her eyes and she gazed at her true form…..a Skrull. Bridget was in fact a Skrull and her true name was Lyja. She and several other Skrulls were sent by the Skrull Queen to locate the infinity gems here on the distant planet of earth. Their arrival though was interrupted by a Kree warrior that she recognized as Mar-vell. He destroyed their ship but she and a few others survived the crash, they decided it would be better to split up and locate the gems that way they would cover more ground and possibly confuse Mar-vell as to how many survived the crash. Lyja managed to scrap together a cosmic reader which would lead them to the infinity gems on earth. Her search started in Europe where she found herself traveling around Europe until she located Quentin Beck in London. Her initial plan was to kill him and simply take the infinity gems, but in doing that she might draw attention to herself and Mar-vell could show up, so she decided to stick close to Quentin and the gems while he used them and if Mar-vell happened to show she could surprise him.

Lyja released a sigh as she focused her concentration and made her body shift back into her human state.

'_It's getting harder and harder to hold this human form for long periods of time…..but I must prevail…the Skrull Empire is counting on me, I must not fail'_ Lyja thought to herself. She doubled checked herself and being satisfied she was about to leave when she heard a beep coming from her purse. Lyja turned to the beeping noise in her purse and instantly recognized the sound. She reached inside and pulled out her communicator. She flipped it open and an image of the Skrull Queen Veranke appeared.

"Report your status Lyja" growled the Queen in anger

"I'm sorry for my lack of update my Queen but our mission has taken a turn for the worse. Our ship was intercepted by the Kree-dog Mar-Vell"

"WHAT! HOW CAN THAT SNAKE BE ALIVE! DIDN"T THE KREE KILL HIM!"

"It seems they did not My Queen….He is alive and well and I can only assume that he is actively searching for the infinity gems as well"

"Have you located any of them yet?"

"Yes my Queen I have….I've located the space gem and the reality gem" Lyja replied

"EXCELLLENT!" shouted Queen Veranke "We need the reality gem more so than the others…..only with the reality gem can we free our King…where are you now" asked the Queen

"I am in place known as Paris"

"Where is the rest of your team?"

"I am uncertain my Queen…..but I do know for a fact that Clovak is in a place known as New York…..of the crew he is the only one who has contacted me….he believes that he has located another gem…the power gem. He contacted me at last fort night"

"We are 5 quadrants away from this earth planet….find Clovak and you await our arrival in New York….the reality and power gem are the key to finding the others"

"Yes my Queen…..you will shall be done"

"See that it is" Queen Veranke said curtly before the line was abruptly cut.

Lyja closed her communicator and quickly put it back into her purse. She glanced at her human reflection in the mirror one last time before she put a fake smile on her face an opened the door.

* * *

**In the Room**

"You are beautiful" said Quinton staring at Bridget/Lyja as she exited the bathroom and sauntered over to the bed. She seductively crawled onto the bed and then straddled him.

"Why thank you my powerful and magical lover" she said in low voice leaning down to kiss him, but before she could kiss him he stopped her.

"My pet…..what if I told you I wanted to be more than just your lover" he said seriously while rising up and leaning against the bed post, "What if I told you I wanted to spend the rest of life with you"

"Quentin what are you trying to tell me"

"Bridget" he started before he made the diamond ring appear before her in a purple flash "Will you marry me"

Bridget/Lyja looked at the ring, then at Quinton's face, and then at the infinity gems around his neck, "OH MY GOD YES! I WILL MARRY YOU!" she shouted in joy despite the fact on the inside she was writhing in agony.

"YOU WILL! HAHAHAAH MY GOD WE WILL BE GREAT TOGETHER!" he shouted in absolute joy. He kissed her on the lips over and over again, and then he slipped the ring on her finger.

"Wait Quentin I have to find a dress….and I know the perfect place we can go" she said to him

"Where is that future Mrs. Beck" he asked

She smiled at him

"New York"

* * *

**ESU: 1: 30 pm**

"I believe that is enough for today my interns I believe we've made some progress" stated Dr. Connors as he; Mrs. Connors, Debra, Michael and Peter exited the lab.

"But we still haven't figured out a way for the human and Lizard DNA to bind together completely" said Debra as they walked.

"It's only the first day Debra…..science of this nature takes time" he replied gently and with a smile.

"Also lets' not forget that today was mostly an introduction day" chimed Mrs. Connors, "Next week I'm sure we'll be able to do a bit more"

"I hope you're right" Debra replied.

The small group of scientist and interns exited the science building of ESU and into the breeze fall New York weather.

"Well My interns this is where we part my wife and I have another appoint to attend I hope that you all have a good day" he said turning to the left. Mrs. Connors gave them and wave and followed behind her husband.

"They are off in a hurry" said Peter watching them go

"As are we" said Debra grabbing hold of Michael's hand

"It was good of you to make it today Peter….It is very nice working with you" said Michael

"Yeah Likewise Michael" Peter replied

"See ya Parker Michael and I have a lunch date to attend to...and don't be late next week" she said as she kissing Michael on the cheek and then pulling him away. He gave Peter a wave, while he and Debra walked hand in hand down the college campus.

"Well….that was nauseating" he said to himself looking at the happy couple '_Well that's over and it looks like I have the rest of the day to myself…..and that's Peter Parker…..not Spider-man'_ he thought to himself as he made his way down the steps and away from the College Campus.

* * *

**Daily Bugle: 20 minutes later **

Peter entered the Daily Bugle bull pin and made his way through the crowd of employees. He kept walking until he reached the desk of his friend and J. Jonah's secretary Betty Brant.

"Hey Pete" she said in her usual cheery tone

"Hey Betty, how's Jonah today"

"Just like he is any other day" she replied with a smile

"Great" he said sarcastically

"Here to drop off some more Spidey pics?" she asked

"You know it….I need some quick cash"

"Go on in" she said pointing to the door.

"Thanks" he said passing her desk and going towards the office of one J. Jonah Jameson.

* * *

**J. Jonah's Office**

Peter opened the door and the eyes of Ben Urich, Robbie Robertson, and J. Jonah Jameson turned to him.

"Hi….is this a bad time"

"PARKER! GET IN HERE!" Jonah shouted.

Peter stepped inside and closed the door behind himself.

"Hand the photos over kid"

Peter took off his bookbag and he opened it and pulled out a folder and placed the folder on Jonah's desk.

He opened the folder and he looked at the pictures.

"CRAP! CRAP! MEGA CRAP! MORE CRAP! and just down right TERRIBLE!"

"AH JJ your idea of constructive criticism continues to amaze me" Peter replied

Ben walked over to the desk and he grabbed a few of the pictures and he looked at them with a curious eye.

"I'll give you 20 bucks for all of these photos" said JJ while Ben was looking at the pictures.

"20 BUCKS!" shouted Peter "No….these pictures are at least 300 hundred" he replied.

"No they aren't their crap!" Jonah shouted back

"Jonah be reasonable they aren't all crap I believe we could use this one for the afternoon addition and then this one for the late edition" said the voice of reason Robbie Robertson, "I say Peter deserves about 180 for these two pictures"

"Thank you Robbie" said Peter

J. Jonah rubbed his face and then looked at his long time friend and then let out a grumble, and then he looked at Peter.

"You know what Parker I'm in a good mood this week, my family recently came into some good fortune and I'm feeling generous….so I'll give you the 180 for these pictures" he said pulling out a check book and writing a check. He finished writing it and he handed it over to Peter.

"Have Brant stamp this" he said

Peter took the check and he looked at the 180 written down

'_Great….now only 170 to go'_ he thought to himself, "Thanks JJ, be seeing you"

"Peter wait before you go….can you tell me exactly how you got this picture of Spider-Man" asked Ben holding up one of the pictures.

"Uh…." Started Peter before an explosion outside rocked the Daily Bugle building.

**BABOOOOOOOM!** Ben, Robbie, J. Jonah and Peter rushed to the window to see what caused the explosion and that's when Peter's eyes widen in shock there laying in a huge crater in the middle of downtown Manhattan was the Hulk.

"Is that the Hulk?" asked Robbie with wide eyes as well

"Yeah it is" replied Ben

Just then a large shadow was cast and they all had to take a step back

"What the hell" Peter whispered in shock.

Standing taller than the Daily Bugle Building was a bald headed man with tan skin and big burly overly muscular build. He was shirtless, and wearing black and white striped pants and he had a wrecking ball that was held by a chain over his shoulder.

"Who the hell is that?" asked J. Jonah in shock

"Giant Man" Robbie said

"That's not Giant Man" Peter said before turning and making his way out of the room.

"Peter where are you going" asked Ben

"To the roof to get some pictures" he said quickly rushing out of the room

"I'll go with you" Ben replied

"That's….." started Peter

"I insist" Ben interrupted while following behind him closely.

'_Dammit'_ Peter thought to himself.

* * *

**Outside **

"HA! TAKE THAT HULK! YOU AIN'T NO MATCH FOR THE ABSORBING MAN!" the burly man bolstered.

Carl 'Crusher' Creel aka The Absorbing Man was once a regular man. He was a heavyweight champion Boxer at one point but he was caught fixing a fight and was striped of his title and then thrown out of Boxing. Finding himself on hard times Carl resorted to the only work a man like him could get, he became a leg breaker for the mob. He did a few jobs for the mob when he was caught by the police and put in jail for 10 years. After serving his time he was released back into society, but he still couldn't find any work so he went back to the mob and he was caught again and sentenced to 20 years because it was second offense for the same crime. While he was in prison, he prayed for a way out and someone answered his call. He was in his cell when a man named: Loki who claimed to be the God of Mischief appeared before him and told him he could be friend if he drank a special potion. The price for the potion would be fight the Avengers, Carl quickly agreed to the deal and he drank the potion. The potion completely changed his genetic structure and granted him the power to absorb the raw material of any substance and become said substance. After practicing with his powers for a while Carl finally upheld his part of the deal and began attacking the Avengers.

The Absorbing Man touched his wrecking ball, suddenly his tan skin changed into a blue metallic color, the same color as the wrecking ball. He raised his giant metallic fist and he brought it down onto the downed Hulk.

* * *

**Roof **

Peter and Ben burst through the roof doors of the Daily Bugle and they were treated to a perfect view of the Absorbing man. They watched as he raised his fist and brought it down shaking the ground in the process. They ran to the edge of the roof and looked down.

'_Damn…..the Hulk looks like he's in trouble…I've got to help him….but I can't…..not with Ben right here…..what are you going to do'_ Thought Peter conflicted on what to do, but just then he heard something. He looked up to see a red and gold streak in the air flying next to what looked like a jet

'_Maybe he won't need my help after all'_ Peter thought as he saw Iron Man and the rest of the Avengers arrive on the scene.

"Peter what are you waiting for take some pictures" said Ben. Peter shook himself out of his stupor and raised his camera and took a picture.

* * *

**In the air**

"I'm guessing this is the guy that took out Hank back at the Mansion" came the voice of Iron Man as he flew beside the quinjet.

* * *

**Quinjet**

"Yeah it is" replied Agent Carol Danvers through her communicator. She was the pilot that was flying the Quinjet, which housed the other Avengers: Captain America, Wasp, and Agent Maria Hill. Thor was nowhere to be found, after his brother Loki appeared wanting to fight him he disappeared leaving them to deal with his brother's latest act of evil which was the Absorbing Man.

"You know I'm getting real tired of Goldilocks 'Mischievous Brother' this makes the third time he's attacked us" came the irritated voice of Agent Hill.

"Tell me about it" responded Wasp "But that's a family feud we're better off not getting into…I'm more concerned about this Absorbing guy he took down Hank like it was nothing and he sent the Hulk flying halfway across the city….how are we supposed to beat a guy like that" she said watching through the viewing screen as the Absorbing Man raised his fist again and send it crashing down onto the Hulk again.

"We'll beat him Wasp like we do any other villain, with proper planning and teamwork" came the calm, cool and collected voice of Steve Rogers aka Captain America.

"Glad to see you're so confident Cap" Wasp replied. He glanced at her and then smirked.

"Iron Man fly on ahead and help the Hulk out as much as you can we'll handle crowd evac and meet you in the middle"

"Roger that Cap" said Iron Man as his boosters roared to life. He flew past the Quinjet and towards the Absorbing Man.

"Agent Danvers let us down over there, and stay alert for my signal"

"Roger that" she said pushing down on the controls.

* * *

The Absorbing Man lifted up his Iron fist to see the Hulk was unmoving. He smirked to himself but his smirking was cut short as he felt something hit his back, he turned to Iron Man flying towards him blasting him with his repulsor rays. He growled and tried to swat at Iron Man but he was too quick. Iron Man flew all around him blasting him with his rays trying to find a weak spot but so far he couldn't find anything.

"Suit….analyze enemy….find a weakness" said Tony Stark from within the suit.

'Analyzing…..Analyzing…..Enemy absorbing man's entire genetic make up is made up of substance Iron…..recommendation….Flares to temporarily blind enemy until solution can be found' the suit responded

"DO it"

Iron Man flew towards Absorbing Man's face, the front part of his suit opened and dozens of flairs ejected from the open portion of his suit releasing a brilliant flash of light effectively blinding the Absorbing Man.

"GAHHH!" he shouted in pain. He started to back up and his arm crashed into a building knocking out a whole section, and causing some civilians to fall out.

"Uh…Oh" said Iron Man rocketing towards the civilians.

* * *

**Down Below**

"EVERYONE GET BACK NOW!" shouted Captain America to the gathered civilians in the area. He watched as The Giant Absorbing Man continued to stumble back. Cap watch in horror as Absorbing Man was about to step on a handicapped man that was trying his best to get away, but fell to the ground. Captain America wasted no time in rushing towards the downed man and raising his Shield hopping to God it would be enough to stop Absorbing man from crushing them. Just as the foot was about to step on them it suddenly stopped. Cap and the man looked at each other in confusion and wondered what had happened. He moved his shield out of the way to see a young teen dressed in red shorts, a blue short sleeved shirt with stars all over it and what looked like a white bandanna over the lower half of his face. The teen was single hadley stopping Absorbing Man's foot. Cap and the newcomer's eye met.

"Who are you" asked Cap

"I'm Captain Avenger….I saw you were in trouble and thought you could use a hand" he said. Using his new strength he effortlessly pushed the Absorbing man off of his feet.

"WHOAH!" He shouted feeling his foot being pushed. The sudden push lifted him off of his feet and sent him falling forward.

* * *

"UGH!...Hulk's head hurts" came the loud and growling voice the newest Avenger; the Incredible Hulk. He climbed out of the huge crater that he had made when he landed and from when Absorbing Man had punched him. He shook his head free from debris and he looked up to see his enemy falling forward and towards him.

"HULK WANTS PAYBACK!" he growled lowly in his throat. The Hulk cocked back his massive green fist, he then squatted down and with all of his might he jumped up.

The Absorbing man looked on in horror as his eyes finally cleared only to see an angry Hulk coming towards him.

"HULK SMASH!" he roared before he thrust his fist forward and delivered a devastating punch to Absorbing Man's nose

"GAHH!" he grunted in pain. The force of the punch broke his iron nose and it also sent him flying back. As he was in the air flying back about to crash into a building, he suddenly began to shrink. He shrunk and shrunk until he was no longer a giant but his regular 6'4 height. He fell to the concrete ground with a loud thud.

"Argh" he sigh in pain before he passed out. The Hulk landed next to him and picked up getting ready to punch him again, but then Iron Man landed and put a hand on his shoulder.

"Whoa….easy there big fella he's down" he said trying to calm his raging friend. The Hulk turned to him with an angry expression on his face, but he took a few deep breathes and then dropped the Absorbing Man.

"Nice punch Hulk" came the voice of the Wasp as she flew around his face. The rest of the Avengers began to make their way over to their downed enemy. Agent Hill, Captain America, and the newcomer Captain Avenger stood over him.

* * *

**Roof**

**SNAP! **Peter lowered his camera as he finished taking the last photo.

"Who is the new guy" he said out loud raising his camera one more time and taking a photo of the gathered Avengers.

"Let's go find out" replied Ben turning and rushing towards the staircase. Peter took another photo and then ran after Ben.

* * *

**Down Below**

"Who the heck are you supposed to be kid" came the voice of Agent Hill turning to Captain Avenger.

"I'm Captain Avenger I saw you guys were in trouble so I thought I should help" he replied

"Great…another costumed moron" she said under her breathe.

"How did you stop the Absorbing Man's foot" asked the Wasp.

"Oh…I'm super Strong" he replied

"Well we thank you for your help young man if it wasn't for you I would be dead" said Captain America, patting the young hero on the back. Captain Avenger looked up at his hero and he couldn't believe his ears. The Captain America was giving him praise; the man he idolized was giving him a pat on the back. He was so overwhelmed with a feeling of joy and pride that he blurted out the first thing that came to his mind.

"I want to join the Avengers" he stated staring at Cap. His statement caught everyone off guard, but his statement was also heard by the news people that had gathered around the heroes.

"AVENGERS! AVENGERS! IS THAT YOUR NEWEST MEMEMBER! AVENGERS OVER HERE! OVER HERE!" shouted reporter after reporter. The Avenger looked around to see there were surround by reporters and civilians fans all shouting their names.

"Agent Danvers we need pick up" said Cap while touching his ear communicator.

"Roger that" she replied.

The Avenger's Quinjet flew into view and hovered above the Avengers, the back of the jet slid open. Iron Man grabbed Agent Hill and flew her into the jet, with the Wasp close behind, The Hulk grabbed the unconscious Absorbing Man and jumped into the jet and Captain Avenger grabbed hold of Captain America and jumped into the jet as well. Once all of the Avengers were inside the Jet, the back closed and the Quinjet rocketed off leaving the crowd of reporters in awe.

* * *

**SNAP! SNAP! **

"Well that was interesting" said Peter watching the jet fly away.

"I'll say" Ben replied pulling out a cigarette "So did you take some good pictures" he asked glancing at Peter.

"Uh…yeah I did" Peter replied turning to him.

"Hand them over I'm gonna go develop them"

"Uh that's okay Ben I can….." Peter started.

"Nonsense Peter….I can take care of it…I'll develop your pictures and I'll call a contact of mine to see if I can get an Interview with the newest Avenger okay" he said

"O….kay" Peter replied. He took out the film in his camera and he handed it to Ben.

"Thanks….now go do whatever it is teens do…I'll give you a call once I get talk to my contact…..I'm sure Jonah will want some photos after my interview"

"Alright…are you sure it's no problem"

"Pete….it's no problem…now get going"

Peter looked at Ben curiously but he shrugged it off, he started to back up and then he turned and walked away leaving Ben standing their smoking his cigarette. Ben held the film up and looked at it, "No….problem at all" he said blowing out some smoke.

* * *

**Space: 4 Quadrants Over**

A Skrull ship was blasted to smithereens by a sleek Kree starship. The Kree's superior weaponry had finally began to penetrate the Skrull warships.

* * *

**Skrull Warship**

"DAMAGE REPORT!" shouted Queen Veranke

"My Queen the Kree's weaponry have penetrated our shields….we must flee" said one of the Skrull soldiers.

"NO RETRETE NOT WHEN WE ARE SO CLOSE DOUBLE YOUR EFFORTS!" she roared.

"My Queen might I make a suggestion" came the Skrull soldier

"What is it" she growled back.

"Perhaps now we should activate the device…we are at full capacity with our weapons, perhaps we should activate the device and proceed to earth"

"How long will their systems be down?"

"I am uncertain…..this will be the first time we have tested it"

"Do it" she replied sitting back down in chair. She turned her head to the stone statue again, "Soon….we are almost there my love"

* * *

**Kree Starship**

"HIT THEM AGAIN!" roared Ronan

"Yes Sir" the Kree warriors replied, furiously typing into their Kree computer systems. Suddenly alarms began to blast loudly.

"What in the name of the Supreme Intelligence is that" growled Ronan.

"Sir…..the Skrulls are activating some type of weapons and it's power signature is off the charts.

"Raise our Shields!"

* * *

**Space**

All of the Skrull Warships suddenly began to rocket into hyperspace. The only Warship that remained was the Queens' Warship. From the within the ship a medium sized spiked device dropped from the bottom. The Queen's Warship then rocketed to hyperspace.

The spiked device gave a few silent beeps and then a brilliant explosion of light erupted from the device, the light engulfed all of the Kree starships for a brief second before it ceased.

* * *

**Kree Starship**

"WHAT HAPPENED!" shouted Ronan standing up.

"THE SKRULL DOGS HAVE HIT US WITH SOME TYPE OF SCRAMBLING DEVICE! OUR SYSTEMS ARE DOWN!"

"WHAT HOW LONG BEFORE YOU GET THEM BACK UP AND RUNNING WE CAN"T NOT ALLOW THEM TO REACH THIS PLANET EARTH AND RETRIEVE THE INFINITY GEMS!" roared Ronan

"I-I….Do not know" the Kree pilot responded typing into the system.

* * *

**New York- Manhattan Mall- 4:00 pm. **

"This is harder than I thought" said Peter as he was sitting on a bench in the food court at the mall sipping on a soda. For the past few hours he had been searching the mall for a job. He had promised his Aunt that he would look for one today but so far nothing has been a fit for him and his double life. He leaned back on the bench and took a big gulp of his soda.

"Well I said I would look for one…..I never promised Aunt May that I would find one today" he said to himself 'Oh_ come on Parker…..you looked but you didn't look very hard…the truth is you don't want another job you like working for the Daily Bugle it was…is the perfect job for you_' he thought to himself, 'Perfect job for me or for Spider-man…..good question….maybe its both' he continued. Peter let out a sigh and then looked to his left. He saw a group of friends pass by him and they looked like they were having a good time just doing nothing, just enjoying hanging out. Looking at them Peter couldn't help but smile and think about the times it was just him, Harry, and MJ….and Gwen. His smile quickly left his lips and his thoughts turned to his social life with his friends. Ever since the whole symbiote fiasco nothing has been the same. First and foremost he and Gwen were officially over, they had broken up and she was now dating Johnny Storm of the Fantastic Four, next he and Mary Jane still haven't been able to have a straight conversation with the other and last but not least his best friend Harry, who hasn't said two words to him in over a week and a half. Peter rubbed his eyes in distress because he knew that the reason why his social was in such disarray was because of his double life as Spider-man. Even before the symbiote he was already tip toeing on thin ice, but the symbiote was the last straw. Now, he had the joy the picking up the pieces that was his life, starting with finding a new job so his Aunt wouldn't make him go to therapy.

'_Great….I almost forgot about Therapy…God please don't let me have to go to therapy….I mean really….'_ He started, but his internal monologue was broken by a sweet voice.

"Would you like to try some of Martin's Jumbo mini dogs….they are doglicious" the voice said. Peter slowly took his hand away from his face and he laid eyes on a beautiful girl. She was about his height with long red hair, green eyes. She was wearing a yellow short sleeve shirt, a yellow hat with a hot dog on top and shorts that showed off her slim build.

'_Wow'_ he thought to himself looking at her

"Would you like to try one of our jumbo mini dogs…they are doglicious" she repeated holding a tray of mini hotdogs in his face. Peter looked at the mini-dogs and shyed away

"Um….No thanks uh….." he started before looking at the name tag on her shirt, "Angelica…..Um I had a big lunch earlier" he lied while rubbing his stomach.

"You are so lying" she said to him in a whisper "Come on just try one"

"I don't even like hot dogs"

"Listen…..uh…what's your name"

"Peter"

"Listen Peter I need your help, for every mini dog that I get a person to try I get an extra 10 bucks I know that doesn't sound like much but it is, and it's the only reason why I'm still wearing this outfit and saying ridiculous words like doglicious"

"Yeah I wasn't sure that you said that until you said it again" said Peter

"So please…..just try one" she pleaded. Peter looked at her and he let out sigh and he grabbed one and ate it.

"Doglicious" he said with a smile

"Thanks Peter…..I owe you one" she replied smiling at him.

"No problem Angelica….happy to help" he said. She nodded at him and she turned and left but while she was walking she looked over her shoulder and at him one last time, their eyes met for a brief second and then she turned around again and continued on to the next person.

'_Well I guess today wasn't a total loss'_ he thought to himself standing up from the bench, just as he stood though he suddenly became hyper aware of his surroundings.

'_Spider sense'_ he thought to himself, '_Where is…'_ he started before there was a purple flash and Mysterio and Bridget appeared out of thin air.

'_Mysterio…and here I thought today was all about Peter Parker….should have known better'_ Peter thought to himself as he stealthily slipped away to find a place to change into Spider-man.

* * *

**Food Court**

"HAHAHA BEHOLD THE POWER OF MYSTERIO!"

All the people in the food court stopped what they were doing and turned to look at Mysterio and an attractive blonde haired woman in a wedding dress.

"Quentin Darling why are we here we should leave" Bridget whispered

"My darling you must remember I'm a performer and what better place to perform than people eating. They are treated to a show and a meal" he replied.

"Quen….." she started

"My Pet….trust me I'm the most powerful person on the planet no one can stop me" he said reassuringly.

"BEHOLD I AM….." he started before two feet slammed into his back and knocked him forward and onto the ground.

"Mysterio…we meet again" said Spider-man as he landed on the ground, he then turned to Bridget, "Are you alright miss….did he hurt you" he asked

"No…..he didn't"

"SPIDER-MAN! HAHA I was hoping to run into you again" replied Mysterio rising to his feet.

"You turned the city against me…and made me injury the mayor….it's time for some payback" said Spider-man

"HAHAHAHA That was work of an amateur Illusionist Spider-man….BEHOLD THE WORK OF A MASTER!" shouted Mysterio before he raised his hand but as he did that a thick coating of webbing covered his hands.

"Yeah I learned from last time" said Spider-man shooting another web at his helmet. He used his strength to swing him around and into a trash bin, but as he neared the trash bin Mysterio vanished in a flash of purple and appeared behind Spider-man.

"HAHA As I was saying Spider-man I was but an amateur the last we met….I don't need my hands any more" he said trying to punch him but Spider-man ducked and the jumped out of the way. Mysterio looked at where he jumped and he concentrated extremely hard. There was a yellow flash and, the ground Spider-man landed on turned into quicksand and he began to sink.

"What the h….." he started before he sank all the way into the quick sand. Suddenly a web shot through the quick sand and attached to a pole. Spider-man pulled himself out of the quick sand and to safety gasping for air.

"BEHOLD MY NEW POWER SPIDER-MAN!" Mysterio shouted while snapping his fingers. In mid air a Gorilla appeared in a flash of yellow.

**ROAR!** went the Gorilla as it tackled Spider-man to the ground.

"Oomph" he grunted as he hit the floor rolling with the Gorilla until it rolled on top of him.

**ROAR! **the Gorilla roared into Spider-man's mask. It raised it's fist ready to slam them down but Spider-man grabbed him in the nick of time.

'_SPIDER-SENSE!"_ he thought frantically '_My spider sense is going haywire…that means this thing is real…M-Mysterio…has improved'_ he continued while struggling with the powerful ape.

"KILL HIM!" Mysterio shouted in enjoyment.

Bridget looked on at Mysterio with a slight frown on her face.

**BEEP! BEEP!** she recognized the beep took a few steps back away from Mysterio and hit behind a pillar. She reached into her purse and pulled out her communicator and an image of a man with short brown hair emerged.

"Clovak" stated Lyja/Bridget

"I have located the Power gem, but I require assistance in the retrieval effort, I have just spoken with our Queen she is on the way here and will be here shortly so I can not wait for you arrive"

"What do you need from me" asked Lyja

"I need you to provide me with an exit"

"Where are you"

"I'm at 890 Fifth Avenue, Manhattan…I'm turning on my signal just follow that" replied Clovak

"I shall be there glory to the Empire"

"Glory to the Empire"

Bridget closed her communicator and smile formed along her mouth. She reached down and ripped he bottom half of her wedding dress off. She then held up her right hand and it started to shift and change into a long green spike. She walked from around the pillar and started to briskly walk to the exposed back of Mysterio.

* * *

**Near by**

The girl named Angelica watched in horror as Spider-man tussled with the huge Gorilla. She looked around to see that others like herself were doing nothing but watching. Angelica glanced to her left and then to her right, she carefully began to back up and out of sight. Once she was out of obvious sight she held up her hand and aimed at the Gorilla.

'_Okay Angelica…..just like Miss Frost taught you…..concentrate….on your target'_ she thought to herself. From her outstretched hand a steady stream of what looked liked fire erupted from her fingertips.

* * *

Spider-Man was struggling with the Gorilla when a stream of fire hit the Gorilla setting its fur on fire and sending it in a frenzy.

**ROAR! ROAR!** shouted the Gorilla in pain. Spider-man leaned up to the see the on fire Gorilla, he looked around to see where the stream of fire came from but he didn't get a chance to get a good look because he heard Mysterio yell out in pain.

"RAHHHHHH! ACK!" he yelled in pain.

Spider-man's eyes widen in shock as he saw the woman Mysterio was the one that stabbed him in the back with what looked like a green spike. She yanked the spike out of Mysterio's body and he saw that the spike was her arm. She reached down and turned the profusely bleeding Mysterio over; she then looked at the necklace around his neck with the encased infinity gems, and effortlessly yanked them off of his neck. Suddenly the on fire Gorilla disappeared along with Mysterio's purple cape, green spandex, and fish bowl helmet and he was back in his black magician's suit that he was wearing the day he found the gems. Blood was pouring from his wound and from his mouth, but he was alert enough to see Bridget the woman he had fell in love with standing over him with a green spike for an arm and his blood all over it.

"B-B-Brid-get….." he sputtered trying to talk

"My name isn't Bridget Beck…It's Lyja" she said transforming into her true Skrull form; she then turned her attention to the stunned Spider-man, "YOUR WORLD SHALL BURN! IN THE NAME OF THANOS!"

Lyja spread her arms and the skin under arm elongated and formed into wings, she pushed off the ground and took to the sky, she burst through glass skylight and flew away into the sky.

"What the hell was that" Spider-man said to himself watching her go, but he was brought back to the situation at hand as he heard gurgling from Mysterio. He rushed over and knelt down to him.

"P-P-Please…..s-save….m-m-….." he tried to gurgle out. Spider-man shot a patch of webbing on his wound in an attempt to stop the blood flow. He then picked up the ex-master of Illusion and shot a web and swung through the broken skylight and to the nearest hospital.

* * *

**Hospital**

"I NEED HELP OVER HERE!" shouted Spider-man bursting through the hospital doors.

The nurses saw the bloody Quinton Beck and quickly called for the doctor and a gurney. Spider-man gently laid Beck down on the gurney. The doctor's quickly rolled him away so they could treat him. Seeing them run off Spider-man turned and walked out of the Hospital he jumped in the air, shot a web and swung away.

* * *

**In the Air**

Spider-man was high in the air when he pulled out his cell phone and pressed a few numbers. He waited a few moments before a voice answered

"Who is this?"

"It's me Captain Stacy"

"Kid how the hell did you get my number" Captain Stacy asked

"Trade secret listen I just ran into Mysterio"

"Where is he?"

"He's at Manhattan General"

"Kid you didn't…." Captain Stacy started, before Spider-Man quickly interrupted.

"No No I didn't some crazy green chick Mysterio was with stabbed him in the back, I'm swinging around now seeing if I could find her but she did a number on him….but I think he'll survive"

"I'll send a unit"

"Thanks"

**BEEP! **

"What was that" asked Captain Stacy

"I got another call coming through…I'll talk to you Later" he said before pressing another button which ended his call with Captain Stacy.

"Hello"

"Pete…this is Ben Urich I got word from my Avengers Contact how fast can you get over to Avengers Mansion"

"Pretty quickly"

"Good I'll meet you there….and bring your camera….bye" he said hanging up.

Spider-man hung up his phone and did a flip in mid-air which changed his direction. He began to swing through the city of Manhattan, as he was swinging low he looked to his right to see a banner on the side of a building that said: WE LOVE NEW YORK

* * *

**Down Below: Streets of Manhattan: Alley**

**FWASH!**

"CASSANDRA!" shouted Nathaniel, but it was to no avail she had disappeared. Nathaniel took a shaky step back and he looked around trying to find his bearings. He saw that he was in a dirty and dingy alley. He glanced to the left and he saw a homeless man staring at him.

"Freak" the man drunkenly said before laying back down on the ground. Nathaniel turned around and he saw the entrance of the alley and he began to walk forward. He exited the alley and he saw all of the high rise buildings and a big sign that said: WE LOVE NEW YORK.

"I'm back…" he whispered, "But….I don't recognize…" he started before he looked up and saw Spider-man swing overhead "Anything" he said to himself. He stepped further out of the alley and continued to look around amazed at all of the changes around him.

"When am I" Nathaniel whispered to himself feeling the familiar feeling of being a fish out of water.

"I tell ya Dave this Reed Richards has got to be the luckiest son of a bitch on the planet...just look at that little number…Jesus"

Nathaniel immediately looked up as he heard the name of his son being mentioned. He turned to the right and he saw two men standing by a trash can looking at a Magazine.

"MMMMMMM Susan Storm…yeah Jimmy she's a hot one alright….he is a lucky guy I wonder when lady luck is gonna shine on us"

"Pfft not in this lifetime pal"

The man named Jimmy let out a snort and then tossed the Magazine in the trash can. Nathaniel watched the two of them leave and then he rushed over to the Magazine they had thrown away. He picked it out of the trash can and held it up and he looked at the picture on front.

"Oh My God…..Reed" he said in shock, there on the front cover was his adult son, standing next to a beautiful blonde woman, he then looked at the Headline "Fantastic Four Members: Reed Richards and Susan Storm Are Getting…. Married" Nathaniel read out loud, "Inside sources say…they want to have a private ceremony in….the Baxter Building…"

Nathaniel scanned the paper until he saw the address of the Baxter Building; he threw the Magazine away and began to run.

* * *

**Baxter Building: 4:15pm **

"Okay Ben…just a little more to the right" said Reed standing a few feet away. He was in the main lab with his best friend Ben Grimm. Ben was holding up a large and heavy curved pole in his massive rock hands. Ben took a few steps to the right and he pushed the curved pole into the specially designed socket and a loud click was heard.

"PERFECT!" shouted Reed. Ben whipped his rock eyebrows and he took a step back.

"Okay stretch…..what have you built this time" he asked in his usual growling voice. The two were standing in front of the Negative Zone door way and on either side of the doorway were two curved poles.

"My newest invention…..computer activate Negative Zone filters" he said out loud.

"Yes Dr. Richards" came the computerized voice. The two curved poles gave a loud hum and both began to glow a vibrant purple color. Suddenly there was a spark of purple that flashed in front of the Negative Zone doorway.

"Filter Activated Dr. Richards" said the computer.

"Computer Open Negative Zone"

"Are ya Crazy Reed….you remember what happened last time you opened that thing" said Ben.  
Reed just smirked and kept his eyes trained on the opening Negative Zone. Ben watched in slight apprehension as the doorway fully opened.

"Hey….no radiation is coming through" Ben commented.

"I know…it's my latest invention, those poles you put in Ben are filters. The whole problem with the Negative Zone was the other dimensions negative radiation energy coming into our dimension….with those filters activated it transforms the flowing negative radiation into the radiation that aligns with our dimension and vice versa…which means we can explore the negative zone" Reed said happily.

"Hey guess whose here for some extra teacher time" came a voice

Reed and Ben turned to see Johnny coming into the lab with his girlfriend for the past few weeks; Gwen Stacy.

"Hey flame brain" said Ben

"Hey rock head…Reed Gwen wanted to know if she could help you on some big experiment"

"No…No that's not what I said I said I wish that there was a project I could be working on right now….I'm sorry to disturb you Dr. Richards I know you're pretty busy" she said

"Actually Ms. Stacy…I just completed my latest project. The Negative Zone filter….Johnny I was about to call you to ask you if you wanted to explore the Negative Zone"

"Sure why not sounds fun….oh but Gwen gets to come" Johnny said pointing at her.

"Johnny" she started.

"Sure I see no reason why she couldn't come….only Ms. Stacy I advice you not to tell the other students I wouldn't want them to think I'm showing favoritism"

"You have my word Dr. Richards"

"Cool…. where's Sue" Johnny asked

"GODDAMNIT JOHNNY!" came the loud, angry and irritated voice of his sister Susan Storm aka The Invisible Woman. Sue stomped into the main lab and she was visibly fuming.

"Hi sis"

"Don't Hi Sis me you lunk head"

"What did I do" he asked

"THIS!" she shouted through a magazine in face. He grabbed the Magazine and he read the cover quickly "Reed and Sue….Married"

"I didn't do this" he responded defensively

"Johnny I know you did this, no one would do this but you. I know I didn't say anything, I know Ben didn't say anything and I know Reed wouldn't…." she started, before he stretched into view.

"Actually Sue dear…it was me that accidentally told about our…..wedding" he said shyly.

"YOU WHAT!" she shouted turning to him.

"It wasn't my fault Ben took me out for some drinks and we were overheard by a reporter"

"Sorry Suzie" came Ben's growling voice.

"ARGH!" she grunted rubbing her eyes in frustration, "Reed….Ben how could the two of you be so careless"

"I'm sorry Sue it was an accident" he tried to reason, but Sue wasn't listening.

"I told you we need to keep this under wraps, this is exactly what I didn't want….Now we have….."

Johnny and Reed glanced at each other as Sue continued to ramble on about how their wedding was now in the media.

"Wow she is really upset" Reed commented

"Yeah…it might have something to do with her being pregnant as well" Johnny whispered, "You know hormones"

"Johnny I heard that" she said stopping in her tracks and looking at him.

"Wait you're Pregnant" asked Gwen in shock.

Before Sue could answer though a loud alarm filled the whole lab.

"**ALERT! ALERT! ALERT! ALERT! FOREIGN TECHNOLOGY DETECTED IN LOBBY FLOOR ALERT! ALERT!"** came the alarms voice.

Reed, Sue, and Johnny looked at each other before they began to rush off.

"Gwen Stay here I'll be back in sec" Johnny said over his shoulder as he rushed out of the lab with Reed and Sue.

"Okay" she replied from her spot.

Gwen continued to stare in the direction that her boyfriend and his family went but as she did that she didn't notice a figure fly into the lab through the open Balcony.

"**ALERT! ALERT! ALERT! ALIEN TECHNOLOGY…De-Tec-Ted**….." started the computer before it suddenly shut down.

Gwen looked around but then a shadow formed over her. She slowly turned around to see a blue looking man in silver armor looking back at her.

"Oh….My…God" she whispered staring at the figure before her.

* * *

**Lobby Floor**

**DING! **Sounded the Elevator as it arrived on the lobby floor, from the elevator out rushed the Fantastic Four: Reed, Sue, Johnny and Ben. They ran to a brown haired man in a strange looking suit with an orange gem in the middle of his chest.

"AW'RIGHT! IT'S CLOBBERIN TIME!" growled Ben slamming his fist into his hand.

"Who are you" came Reed's voice as they came to a stop. The man looked at the four of them in shock but then his eyes landed on the adult Reed Richards.

"Dear God….Reed" he whispered.

Reed looked at the man and scrunched up his eyes in recognition.

"I-I know you don't I" Reed said taking a step forward.

"Yes you do Reed it's me….Nathaniel Richards…your father" he said running over to him pulling him into a hug, "OH my God My son…..you're a grown man"

"Father" said Sue in shock

"What a minute I thought your father ran out on you guys Reed…..that's what your mom told my mom" came Ben's voice.

Reed pulled himself from Nathaniel's embrace and looked at him fully; they definitely shared the same features.

"That's what I believed to have happened…are you truly my father" Reed asked with hope burning through his veins that the man before him was his long lost father.

"Yes I am….do you remember….the last time you saw me you were five years old…and you had something so important to tell but…..but I foolishly shunned you and continued my work" he said.

Reed looked at him and then memory began to return to him.

"Y-Yes….I-I do remember…..Dad" he replied hugging him again, enjoying the hug, "Where have been all of this time…..what are you wearing" asked Reed, joy evident in his voice.

"My son…..I have traveled through time"

"Time travel" Sue repeated

"Okay this is crazy…..can I Clobber this guy now he's obviously lying Time travel is impossible" said Ben

"Nothing is impossible Ben" came Reed voice, "Time Travel….how" asked Reed.

"On that fateful day my son right after you left the basement I was working when all of a sudden this orange gem appeared before me" Nathaniel said pointing to the orange gem in his chest "It appeared out of nowhere and I touched it….this gem propelled me through time itself all the way to the year 2995 AD and…."

**BOOOOOOOOM!** Went the sound of a hole being blown through the ceiling of the lobby. The Fantastic Four and Nathaniel were tossed to the ground in disarray.

* * *

"Augh…..my head" groaned Johnny sitting up and trying to brush away the smoke in the air. Through the large hole the blue man in silver armor descended and in his arms was an unconscious Gwen Stacy.

"GWEN!" shouted Johnny looking at the blue man. The blue man scanned the lobby until his eyes landed on the slowly rising Nathaniel Richards. He quickly flew over towards Nathaniel. He reached down with his free hand burst through the container holding the gem and he pulled it free. He held up the gem to his face and smile crossed his lips.

"At last…..I've found one" he said to himself, but then something strange happened. The gem began to glow and a stream of energy flew out and hit Nathaniel. Nathaniel Richards glowed orange for a second until he vanished in a flash of Orange.

"DAD!" shouted Reed sitting up and looking at the man in silver armor. Reed Stretched over, just as Johnny ignited and flew over. The Blue man quickly dodged the two. He looked to his right to see Sue and Ben making their way over. He quickly put the orange gem into a container on his belt and then he held up his arm. From his armor four beams of blue energy flew out and hit each member of the Fantastic Four freezing them in their spots.

"I can't move….Reed" said Sue

"Who are you? What did you do to my Father" Reed asked

"WHAT HAVE YOU DONE TO GWEN!" Johnny shouted from his frozen position.

The blue man gently laid Gwen down on the ground.

"I mean you no harm Fantastic Four...it would take too long for me to explain and I'm running out of time…you are frozen momentarily the affects should wear off right after I leave…I'm sorry" he said before he pushed off the ground and flew through the hole he had created.

A few seconds later the Fantastic Four were able to move again. Johnny ran over to Gwen and checked to see if she was alive.

"How is she?" asked Ben

"She's fine…..she's unconscious…I'm gonna roast that guy next time I see him"

"Reed how come the alarm system didn't alert us" asked Sue

"He must have shut them off….he has advanced technology…..I'm more concerned about my father…."

"Reed we can't worry about him now….I'm sorry to say this but we have bigger things to worry about….your father said that gem allowed him the power to travel through time…if this blue man just came and took it that means…" Sue started

"He has the power to travel through time….you're right Sue….we have to get it back"

"Easier said than done Strecho….How are we supposed to fight a guy with advanced technology and the ability to travel through time" asked Ben.

"I don't know Ben….I don't know" Reed replied as he put his hand to his chin and began to think.

* * *

**Space: Kree Starship **

"Lord Ronan the systems are back online"

"How far away are we from the Skrulls" Ronan asked

"Not that far….with our technology we can catch up to them in no time"

"DO IT! WE CAN NOT ALLOW THEM TO REACH THE GEMS!" Ronan the Accuser roared.

All of the Kree Starships rocketed off into hyperspace and after the Skrull Empire.

* * *

**Across Town Manhattan**

An average looking man with brown hair, blue eyes, and an even complexion stood across the street from a Mansion. He looked at the Mansion intently trying to see if there was a way inside. The man's name was Clovak, the skrull in disguise

'_The Queen is counting on my success…..I must find a way inside….I'_ Clovak was broken from his internal monologue by the arrival of a yellow taxi cab. Clovak ducked into the alley that was behind him and hugged himself to a small dark area so he wouldn't be seen.

* * *

**SCREEEEEECH! **Went the tires of a yellow taxi cab.

"Here ya go mack…890 Fifth Avenue….20 bucks"

"Thanks…keep the change" said Ben Urich. He stepped out of the cab and he closed the door. The cab zoomed off leaving Ben Standing across the street from the Avengers Mansion.

The Mansion was massive it was about 3 stories and had dozens of widows and Ben could make out a pool in the backyard.

Ben pulled out a cigarette, lit it and took a drag, he then pulled out his cell phone and he dialed a few numbers.

"Hello"

"Jarvis…it's me Ben I'm outside Avengers Mansion waiting for you"

"Okay I'll be right out" he said.

Ben hung up his phone and let out a puff of smoke. He put his phone back into his pocket and was about to cross the street when he was grabbed from behind.

He was dragged into an alley where a brown haired man hoisted him up in the air. Ben watched in horror as the man's features started to shift and transform into a perfect copy of himself. Clovak then punched Ben across the face knocking him out. He tossed the unconscious Ben into a trash bin and straightened his clothes. The Ben Urich imposter then stepped out of the alley and made his way across the street to the Avengers Mansion.

* * *

**Avengers Mansion**

Clovak disguised as Ben stood in front of the main gates of Avengers Mansion. He smirked slightly when he saw the doors open and a man in butler's outfit began to walk out.

"BEN!" shouted a voice. Clovak turned to the right to see a teen with a backpack on his back and a camera around his neck rushing towards him.

"Ben hey I hope I'm not late" came the voice of Peter Parker

Clovak looked at him in slight surprise, _'Oh no….this plan is blown to hell before it can even be put into action….I must act now'_ Clovak thought.

**CREAK!** went the gate doors to the Mansion as they opened. The man in the butler's suit approached Ben and held out his hand. Clovak followed suit and took the man's hand in his own.

"Ben my old friend it's good to see you again"

"It is nice to see you to….Jarvis" Clovak responded. Jarvis took his hand back and then turned to Peter, "And who might you be young man" he asked

'_Oh no"_ thought Clovak

"Oh I'm Peter Parker…..I'm Ben's photographer…..how do you two know each other" Peter asked.

"Oh Mr. Urich and I go way back, he was doing an interview on Mr. Stark but Mr. Stark never showed for the interview and I had the duty of keeping him company and we found that we have a few common interest and we've remained friends ever since" Jarvis responded

"How are you working in the Avengers Mansion and how did they agree to this interview" Peter asked again

"Well Mr. Parker since Tony Stark is one of the financial backers of the Avengers he thought it would be nice to lend my services to them on certain days of the week and when Ben called for an Interview I asked the Avengers and they happily accepted I mean I am the man that does the laundry so its not like they had much of a choice" he laughed, "Come on Everyone is waiting"

Jarvis turned and walked towards the Mansion, with Clovak in disguise and Peter right behind him.

* * *

**Inside the Mansion**

"Wow" whispered Peter stepping into the Mansion

"It's something isn't it" commented Jarvis looking around as well.

The inside of the Mansion was beautiful; it was decorated with expensive pieces of artwork, chandeliers, and red carpets. As he was walking behind Jarvis Peter glanced all around and he saw a long winding stair case that led upstairs, he saw a large dinning room with a long table. Peter then glanced at Ben and his eyes scrunched up in curiosity, he had a look of seriousness on his face.

"And here is the kitchen"

Peter turned his eyes back to the front as they entered the Mansion's kitchen. He then froze in shock as he saw the massive green form of the Incredible Hulk sitting at the table eating a large plate of food. Peter looked at him as ate a whole chicken. The Hulk stopped his eating and turned his green eyes to Peter. Peter raised his camera and took a quick picture and then hurried out of the door that he saw Ben and Jarvis go through. He found himself in another hallway. The hallway led to a set of double doors that had the words gym right about it, Peter made his way through the doors.

* * *

**GYM**

Peter walked over to Jarvis and Ben were standing to the side watching the Avengers, who were watching the young Captain Avenger lifting a specially designed bench press. Peter raised his camera and took a photo

"H-How much is that" asked Agent Hill in slight shock

"Almost as much as the Hulk does" Agent Danvers replied watching along in shock as well.

"FIFTY!" shouted Captain Avenger as he racked the bench press and he sat up to face the gathered Avengers, "So….did I pass all of your test….can I be an Avenger" he asked.

"Um…before we let you join…kid what is your name" asked Wasp.

"Captain Avenger"

"Your real name" Agent Hill said

"Uh Uh the only way I'll reveal my identity is if you guys let me join…so can I join…come on I'll be a great addition"

"We already have a strong guy on the team" said Wasp

"Well what's better than two strong guys…I want to be one of you….I want to be a Hero" he replied

Iron Man turned to look at Captain America who was quiet and studying Captain Avenger intently.

"So…what are you thinking Cap" Iron Man whispered to him. Cap glanced at him.

"I'm thinking about giving this young man a spot on the team"

"Are you nuts he's a kid…..maybe about 18"

"So…I was about his age when the War started. I see something in this kid Tony….maybe we should give him a chance" Cap whispered back.

**SNAP! SNAP! SNAP! **

The Avengers and Captain Avengers turned to the sound of camera taking pictures and they saw Peter and Ben standing behind them with Jarvis.

"Uh…Hi…I'm a big fan" said Peter giving a slight wave.

"Hey you can't take pictures in here this is a government run facility" said Agent Hill seriously.

"It's alright Hill I authorized it" said Iron Man

"WHAT!...You are not authorized to authorize anything" she replied to him.

Ben/Clovak looked on at them arguing but he wasn't paying any attention his eyes were trained on Captain Avenger. Clovak had been following him for sometime. A while ago Clovak was searching for the gem in New York when he was ambushed by some thugs, the thugs posed no threat to him but before they could do anything Captain Avenger showed up and dealt with them, it was then Clovak had gotten the first glimpse of the Power gem. After 'saving him' Captain Avenger ran off and he lost track of him, but that was until a few hours ago.

'_I must retrieve the gem…..but how'_ he thought to himself.

"Look Agent Hill as the Leader of the Avengers I'm making a call….it's alright for them to stay" said Captain America

"Argh!...You people don't know the first thing about Confidentiality" Agent Hill said letting out a sigh and rubbing her eyes.

"We serve the public Agent Hill and if public wants to know about our newest member than I feel that they should" he continued.

"N-Newest member" came Captain Avenger's voice.

"With all due respect Captain Any new member has to be authorized by Colonel Fury" came the voice of Agent Danvers.

'_Uh…oh….Spider Sense'_ thought Peter suddenly searching with his eyes for the danger

**KABOOOOOOOOM! **A whole section of the Gym in the Avengers Mansion was blown open. The resulting explosion knocked everyone back and to the ground.

* * *

"Ugh…okay….that hurt" said Peter as he pushed himself up on his elbows to see what caused the explosion and his eyes widen in shock. Descending through the hole was a blue skinned man in silver armor that he instantly recognized as Mar-Vell.

"AVENGERS ASSEMBLE!" shouted Captain America tossing his shield at Mar-Vell, dodged the attack.

'_I know that guy…Mar-Vell…what the hell is he doing here'_ thought Peter pushing himself up off the ground and running off to find someplace to change.

Iron Man raised his hands and fired several repulsor blasts at Mar-vell but to his shock they bounced off of a blue shield. Mar-vell looked at him and then raised his hand and blue energy fired out.

"Computer Analyze" he said before taking to the air and dodging out of the way of the blue beams.

"Sir his armor is a mixture of human and alien technology….attempting to hack his suit…..sir I am unable to penetrate his armor" said the computer inside Iron Man's armor.

"KEEP TRYING!" Iron Man replied shooting another repulser blast. Mar-Vell looked at Iron Man's flight Pattern and just when he flew to the left he aimed and fired. Mar-Vell energy beam hit Iron Man full on and sent an electrical discharge through his suit.

"ARGH!" he shouted falling to the ground with a clank.

"IRON MAN!" shouted Wasp shrinking down and flying towards Mar-Vell, "TAKE THIS!" she yelled firing her bio-electric stingers, but to her surprise they bounce off of Mar-Vell's thin blue shield around his body. Mar-Vell swung his hand at wasp trying to swat her away, but in her shrunken state she was very agile and avoided his fist. Wasp flew away trying to create space. Just then Captain America charged in with his shield, he swung at Mar-Vell and the strike from his shield penetrated Mar-Vell's blue shield and struck his armor. Mar-Vell took a few steps back in shock and looked down at the damaged part of his armor. He raised both his hands and two beams of blue energy erupted from his hands. Cap raised his shield in time and blocked the blast but he was blown back.

"I did not come here to fight" came Mar-Vell's voice.

"Funny way of showing it pal" replied Agent Hill firing her weapon that had no effect. Mar-Vell stepped on the ground, and blue electrical current flowed from his shield and towards her, but Agent Hill was tackled out of the way.

"Thanks" she said

"No Problem" Agent Danvers replied. She raised her weapon and began to fire but it had no effect either. At that moment the eyes of Agent Danvers and Mar-Vell's met and Mar-Vell's eyes widen at the sight of her.

"Carol" he said

"How do you know my name" she asked.

"HULK CRUSH BLUE MAN!" came a loud voice.

Mar-Vell looked up to see the mean and green Incredible Hulk charging at him, he raised his hand and fired several beams but they bounced off of his thick green skin. The Hulk tackled Mar-Vell and the two went barreling out of the hole and outside.

* * *

"Avengers are you alright" asked Captain America as he stood to his feet.

"No" Iron Man replied standing up "His tech is Alien I can't hack it and shut it down" he replied

"My Shield can penetrate his armor" Cap Replied

"Well that's some good news…..maybe that might give us the edge we need" The Wasp reasoned

"I hope so" said Agent Hill standing up

"Maria…he knew my name" said Agent Danvers

"I'll be sure to ask him how he knows you when we have him in custody" she replied

"Captain Avenger!" shouted Cap

"I'm Over here" he replied pushing some rubble off of his body, "I'm fine"

"Good stay here…do not get involved understood" said Cap

"Yes sir" he said nodding his head.

"Avengers let's go give the Hulk a hand" he said rushing through the hole.

Captain Avenger stood up and watched as they ran through the giant hole, he was about to go outside to watch, but a hand grabbed him on the shoulder and turned him around.

"Hello Captain Avenger" said Ben/Clovak.

* * *

**Outside**

"HULK CRUSH!" shouted the Hulk slamming his fist down upon Mar-Vell's blue shield. Mar-Vell held up his wrist and pressed a few keys on his wrist guard and his blue shield expanded and violently threw the Hulk back. The Hulk went flying through the air and crashing through another section of the Avengers Mansion.

The Avengers ran outside just in time to see the Hulk being flung back.

"Jeez…..this guy is tough he just tossed the Hulk" said Wasp

Suddenly though there was a light blue glow in front of the Avengers and Giant Man appeared.

"Hank" whispered Wasp. Giant Man made a fist and brought his giant fist down onto Mar-Vell making a huge dent in the earth.

"GIANT MAN YOU'RE SUPPOSED TO BE RESTING!" shouted Wasp flying up to his face.

"Sorry Dear I heard all of the ruckus and…." He started before an electrical blue current flowed through his body, "ARGH!" he grunted in discomfort as he started to shrink back down to his regular height. He dropped to a knee and took in a few deep breathes.

"Hank what happened" asked the Wasp

"I-I….H-He…..He short circuited my Pym Particles" Giant Man replied in shock. Mar-Vell levitated out of the hole with his hands raised several blue beams of energy fired out and hit each member of the Avengers before they could react freezing them in their spot.

"LISTEN TO ME I'M NOT HERE TO FIGHT YOU!" he shouted.

"FUNNY WAY OF SHOWING IT BLUE BOY! FLAME ON!"

Mar-Vell turned to see the Human Torch flying straight at him shooting a stream of fire at him. Mar-Vell's shield held against the fire.

"You think you can attack us and get away think again" he said using both hands and increasing his fire. Mar-Vell expanded his shield again and hit Johnny knocking him down burning a patch of grass.

The Fantasti-Car turned visible and Ben jumped out aiming his fist at Mar-Vell, but he raised his hand and stream of blue energy fired from his fingers grabbing hold of Ben and halting him in mid air. Mar-Vell with jerk of his arm tossed Ben to the left and towards the Mansion.

* * *

**Inside the Mansion**

The Hulk pushed himself to his feet and shook his head trying to clear the cob webs. As he was doing that a shadow formed over him, he turned just in time to see Ben Grimm barrel into him sending the two heroes skidding across the ground.

"Ugh…Sorry about that Green Bean" said Ben

* * *

**GYM**

"Give me the gem now" growled Clovak

"I-I Don't know what you're talking about" Captain Avenger replied pulling his arm out of Clovak's grip.

"I think you do" he said narrowing his eyes.

* * *

**Outside **

"Sue Stall him" said Reed. Sue nodded her head and formed an invisible shield and stepped on it and flew towards Mar-Vell.

'_He has advanced alien technology….but his tech is also mixed with human tech…..hopefully I might be able to shut down the human portion'_ Reed thought as he furiously began to type into the fantasti-Car computer. He looked up and saw one of Sue's shield being broken, he double his efforts and his computer gave a loud beep.

"SUE GET DOWN!" he shouted

Sue dove out of the way and Reed slammed his hand down on a green button in the Fantasti-Car. From the fantasti-Car a steady stream of red energy fired out and hit Mar-Vell full on.

"UGH ARHHHH!" shouted Mar-Vell in pain, suddenly the blue shield to his armor shattered and the Avengers were released from their frozen state.

"HURRY AND ATTACK HIM I'VE DISABLE HIS SHIELD!" Reed shouted

"AVENGERS ATTACK!" shouted Cap throwing his Shield nailing Mar-Vell in the face. Iron Man flew forward and fired two repulsor blasts hitting him in the chest. An invisible shield formed under Mar-Vell's feet and flung him in the air. Johnny lit himself on fire and hit him with two fire balls. Giant Man grew and was about to strike him and When a red and blue clad figure swung in and saved Mar-Vell from the attack.

'_Whoo…just in the nick of time…there are too many cameras in this place'_ Spider-man thought while landing a few feet away, setting Mar-Vell down.

"Are you alright"

"No….I'm not Spider-man….we're running….out of time" he said out of breathe.

* * *

**Inside**

"DON"T PLAY DUMB WITH ME BOY GIVE ME THE GEM!" shouted Clovak lunging at him.

Captain Avenger stepped out of the way.

"Dude what is your problem…I-I don't have any gem" he lied.

* * *

**Outside**

"Spider-man….what are you doing" asked Captain America seriously.

"I'm sorry Cap…but I know this guy, his name is Mar-Vell" Spider-Man answered

"He attacked us" said Wasp

"Us too" Johnny chimed in landing on the ground.

"Yeah he attacked me too the first time I met him, but that was until he told me the situation…."

"Which was" asked Agent Hill narrowing her eyes

"Maybe he should tell you" said Spider-man, "Hey….I got their attention now it's up to you to lay out what's going on" he whispered.

"I can't there is no time" Mar-Vell replied visibly hurt.

"Make time" Spider-Man stated.

Mar-Vell looked up at him and he let out a groan and then slowly pushed himself to his feet. He looked at the gathered heroes and then his eyes landed on Carol, he took a deep breathe and he let it out.

"Fine…I'll have to give you the quick version…..My Name is Mar-Vell and I'm a Kree Warrior"

"Kree" repeated Reed

"Yes, the Kree are among one of the greatest and most advanced Militant civilizations known throughout the cosmos…..for generations we've ruled the greater portion of the known Universe"

"We've never heard of you" said Johnny

"That's because earth is in a part of the Universe that hasn't been discovered yet and you should considered yourselves lucky"

"Why" asked Johnny

"The Kree are conquerors…..we conquer planets and add them to our overall civilization, for decades the Kree conquered planets with only a few able to stand up to us….first it was the Shi'ar…and next it was the Skrulls…..who quickly became our mortal enemies"

* * *

**Inside**

"YOU DO NOT KNOW WHAT YOU HAVE IN YOUR POSSESSION NOW GIVE IT TO ME!" shouted Clovak

"Dude who are you" asked Captain Avenger still dodging Clovak, "You better stop….I don't want to hurt you"

* * *

**Outside**

"What the hell is a Skrull" asked Spider-man

"A militant race who would not bow down to the Kree, they rebelled and attempted to Conqueror planets that Kree had staked as their own….thus began the Kree-Skrull War"

"The Kree-Skrull War" Sue repeated with wide eyes.

"Yes….The war was one of the most violent wars in the history of the Universe…neither side willing to give the other an inch…we attack them they attack us. This war waged across the Universe for a few decades until the Shi'ar got involved and proposed a treaty. The Supreme Intelligence, the ruler of the Kree, and Queen Veranke the leader of the Skrulls both agreed to the terms of the treaty and for a while there was peace…but then…He showed up"

"Who?" asked Captain America

"Thanos"

* * *

**Inside**

"What if I told you the gem was killing you" said Clovak trying his best to get the gem from Captain Avenger. He could physically take the gem because he knew that Captain Avenger was stronger than him so he had to revert to plan B….manipulation

"How would you know"

"Because it is my duty to know and because I'm not human…just like those gems aren't from earth" said Clovak as his features shifted to his normal Skrull appearance.

"HOLY! YOU'RE AN ALIEN! A GREEN ALIEN!" Captain Avenger shouted.

* * *

**Outside: Same time**

"Who is Thanos" asked Iron Man

"I believe the English translation is a psychopath….we don't know where he came from be we know he wormed his way into the Skrull society and married Queen Veranke thus becoming king of the Skrulls….his first act was to restart the Kree-Skrull War…and so once again the war raged on"

"How does you being on Earth fit into this….that's what I want to know" asked Agent Danvers

"I'm a scientist…..and I hate the idea of war but….my leaders called upon me…because of my intelligence I was called to be a strategy consultant. My job was to study the Skrulls learn their patterns and try to out think them so we could get the upper hand…and that's when I noticed that the Skrulls act of War did not make any sense…..Why restart the war….and it wasn't long before I got my answer….A few Skrull spies were capture on a distant planet that was out of the way of the war and we detained and questioned them and in turns out the war was ruse"

"A cover up" said Iron Man

"Precisely…Thanos restarted the war so the Kree wouldn't figure out what he was truly after"

"What was he after" asked Reed

"The Infinity Gems" Mar-Vell stated he reached into a pocket on his belt and he pulled out the orange gem and showed it to the gathered heroes, "The Infinity Gems…..are six color coated oblong gems….each gems has a different power. The power over: Space, Time, Power, Reality, Mind, and Soul. If a person were to possess all six they become the most powerful being in the Universe"

"Where does something like that come from?" asked the Wasp

"We are uncertain to the origin of these gems..…..all we do know was that Thanos was looking for these powerful gems…..if he were to gain them the Kree would not stand a chance and so we began to look for the gems as well" said Mar-Vell

"How do you know they even work" asked Giant Man

"Skepticism...I was like you too I did not believe that a simple gem could hold so much power….but then I saw it with my own eyes….I was part of the first expedition of Kree Warriors sent to a planet that Thanos was spotted to be on. We landed on the planet, but we were too late he had already discovered one of the gems"

"Which one?" asked Sue

"It was a green gem….which gave the user the power to control the soul. Thanos demonstrated the power of the gem by stealing the souls of my team…I was allowed to escape and tell the supreme intelligence of the attack. I have never in all of my years of existence seen anything like the power of the infinity gems….The Supreme Intelligence ordered all Kree Warriors to start searching for the gems"

"So what you're saying is that one of these gems is on Earth" said Captain America

"No….not just one….four: Orange, Purple, Yellow, and Red….the Power over: Time, Space, Reality, and Power respectively" Mar-Vell replied

"How the hell did four of these gems get on Earth?" asked Agent Hill

"The Kree and the Skrulls were fighting tooth and Nail trying to find these gems….I was able to design a device that could track the gems by the cosmic energy they outputted…as a result I discovered the four gems I just previously mentioned. The Kree were overjoyed….the war was over they believed. I was ordered to destroy the entire Skrull race…..I couldn't…I'm a scientist I have respect for all life, so I didn't destroy them…..what I did do though is this….. I used the reality gem to turn Thanos into stone hoping that without his leadership the Skrulls would listen to another peace treaty…..my plan didn't work…..it only made the fighting even more fierce between the two militant races. So I gathered the four gems and tried to flee. I fled into unknown space but I was soon ambushed. I was ambushed by my own people who had now classified me as a traitor. They took the four gems and locked me in the brig, as they were on the way to taking me back to the Kree homeworld the transport starship was ambushed by Skrulls. Fighting ensued and the Skrulls were able to board the starship. The Kree captain made a blind hyperspace jump. The starship was too badly damaged to sustain hyperspace and it cracked in half. The half of the ship I was in landed on a distant planet…..named Earth. The other half…the half with the infinity gems landed on the moon"

"Where Captain John Jameson brought them back to earth" finished Spider-man in realization

"Correct" Mar-Vell said

"So….the infinity gems are on earth" said Johnny

"Which means…" started Iron Man

"That the Kree and the Skrulls are on the way here" said Mar-Vell seriously "I've been trying my hardest to find these damn gems once they were activated and get them off of this planet…but the gems are sentient…and much more difficult to track this time"

"They're alive" said Reed in shock

"Yes….I believe they are" Mar-Vell replied

"Wait…Mar-Vell….that day…at the Hudson river when that wolf-creature touched the gems….that was how they activated" stated Spider-man

"Yes, two foreign power sources touching can only have one result…an explosion. That Wolf-Creature was part of an ancient race of beings….I know this because the Kree once battled them. They worshiped a statue with two crystals that granted them Wolf like abilities….The Kree took the statue and sent it off into space and their abilities disappeared and we were able to conqueror them easily"

"Wolf…What Wolf" asked Johnny

"A story for a different day" Spider-man replied "Mar-Vell why did you attack the Fantastic Four and Avengers"

"Because they each had a gem….I found the orange gem with the Fantastic Four and I believe the Red Gem to be with Avengers….I just can't pinpoint the location"

* * *

**Inside the Mansion**

"You're lying the gem isn't killing me"

"So you do have it"

"N-No…I-I don't" said Captain Avenger

'_I can't waste anymore time on this boy….I have to get the gem'_ thought Clovak as he lunged and grabbed hold of Captain Avenger, "GIVE ME THE GEM BOY!" he growled

"HEY GET OFF OF ME!" Captain Avenger shouted. The red gem glowed a bright red. Captain Avenger shoved Clovak and sent him flying through the open hole and outside.

* * *

**Outside **

**CRASH! **The Gathered heroes turned to the sound to see Clovak come bouncing outside and to the ground.

"Ugh" he groaned

"IT'S A SKRULL!" shouted Mar-Vell. Just then Captain Avenger stepped out of the hole and his hand was still glowing bright red and the glow was recognized by Mar-Vell.

"You….He has the Power GEM!"

* * *

**Not too far away**

Lyja was flying through the air searching for Clovak's signal but it suddenly vanished off of her tracker.

"Damn it where is he" she growled, but then the purple and yellow infinity gems began to glow brightly and then she vanished in a flash of purple and yellow.

* * *

**Outside Avengers Mansion **

"I-I-I don't know what he's talking about" Captain Avenger stuttered slightly.

"HE'S LYING!" Mar-Vell shouted "BOY WE DON"T HAVE TIME FOR YOUR LIES GIVE ME THE GEM!" he shouted, but suddenly the gem in his hand began to glow a brilliant orange color. The red gem in Captain Avengers hand glowed even more.

In a flash of purple and yellow Lyja appeared in front of the Avengers with her glowing gems. The Red and Orange gem were ripped from the grasp of Captain Avenger and Mar-Vell, and flew to Lyja hand thus reuniting the four gems. Lyja eyes glowed for a second as she felt the power of the four Infinity gems flowing through her veins.

"HAHAHAHAHAHAHAHA! YES! THE POWER!" she laughed loudly and menacingly

"NOOOOOO!" shouted Mar-Vell.

"YES! THE SKRULLS SHALL REIGN SUPREME!" she shouted raising her hands in the air laughing the whole time.

The clouds began to darken and wind began to violently whip around the heroes causing them to cover their faces trying to protect themselves.

**BEEP! BEEP!** went a sound on Mar-Vell's armor, he glanced down at his belt and his eyes widen.

"What is it" asked Spider-man

"They're here" he replied in a low voice.

'_Spider Sense'_ thought Spider-man. He slowly looked up to see dozens of Massive and Evil looking Warships entering the earth's atmosphere through the dark clouds. Dozens of smaller warships began to fly through and around the New York skyline.

"Yep….it's gonna be one of those days" said Spider-man staring up into the sky.

* * *

**End Chapter: Read and Review: **** Hey readers it's Me Nomad88 back with the closing comments. I hope you enjoyed the chapter; this I think is the longest chapter I've written for this volume. Initially it was supposed to be longer but I figured this was long enough. I hope I explained a lot of burning questions that I know a lot of you readers out there have, but at the same time I hope I sparked some new questions. This Chapter is just the beginning to the epic Kree-Skrull War that kicks up in the next chapter. Now that the foundation has been laid and you the readers know what's at stake, I can now get into some awesome action scenes that I think you all will enjoy. Anyway, I hope you readers out there enjoyed this chapter and I hope that you return for the next exciting chapter. If you have any questions just send me a message or leave your question in the review and I'll get back you ASAP. So one last time remember to review (a writer's fuel), and meet me back here for the next chapter….this is Nomad88 saying until next time…**

**Ps: I know I know Batman Beyond…but I really want to get this Kree-Skrull War up and running in TSA: Amazing Spider-man, but the good news is that I'm almost finished typing up the chapter, so once I'm finished with Kree-Skrull War I'll post Batman Beyond and then Secret Warrior…..cool…..this is me saying Later…..**

**Next Up: The Kree, The Skrulls, and A War part 2**


	44. The Kree, The Skrulls, and a War part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact ALL CREDIT goes direct to STAN LEE, MARVEL, and of course DISNEY. They are the owners not me I am in no way making any money off of this story, NO money is being exchanged or handed to me or to anyone. SO I ask politely please DO NOT SUE, again PLEASE DO NOT SUE ME….I have no money….really I don't, okay now on with the story….**

**Hey it's me Nomad88 back with another exciting chapter in the Spider-man mythos. I'm sure all of you readers know what this chapter is about so all I have left to say is Read, Review (Writer's fuel), and of course ENJOY!**

* * *

**Chapter 39: The Kree, The Skrulls, and a War part 2**

**Avengers Mansion **

"Dear God" whispered Spider-Man as he saw the Massive Skrull Warships flying through the New York skyline, smaller and more compact aerial ships started flying around the city spreading out all around as well.

**DEET! DEET! DEET!** chimed Maria and Carol's communicators. Agent Danvers shakily reached down and grabbed her communicator, "G-Go ahead Colonel…."

"DANVERS WE GOT A SITUATION!" shouted Colonel Fury

"If it involves alien warships…yeah we're all over that Colonel" she replied.

"ALL OF YOU SHALL PERISH BEFORE THE MIGHT OF THE SKRULLS!" Lyja shouted turning her eyes to the gathered heroes. Her eyes and her body were glowing different colors, flashing between red, purple, yellow, and orange.

"HAHAHAHAHAHA!" she laughed. Captain America looked at the sky and at the flying Skrull Warships, and then looked back at the glowing Lyja and he knew the only way to stop the war was to get the Infinity Gems back.

"AVENGERS GET THE GEMS!" he shouted charging forward. The Avengers broke from there stupor and wasted no time in following behind Captain America, but Agent Danvers stayed behind. She turned and looked at the still visibly hurt Mar-Vell with narrowed eyes.

"FLAME ON!" shouted Johnny taking to the air and flying towards Lyja.

"No…..that's not going to work….we're too late" said Mar-Vell in despair.

* * *

Johnny reached Lyja first and unleashed two fireballs upon her. Lyja took the fire balls like they were nothing. Johnny's eyes widen but he shook it off and continued his assault. Joining Johnny in his assault was Iron Man who started firing his repulsor rays at Lyja hoping to at least rattle her enough so she would drop at least one of the gems, but she stood there with a smile on her face as she took the barrage of fire and repulser blast that bounced off of her body.

"Okay this is bad" he said hovering in the air. Captain America threw his shield but Lyja disappeared in a flash of purple. Cap caught his shield and looked around for her.

"Where did she go" asked Johnny.

"I'M HERE FOOL!"

The Human Torch turned to see Lyja floating behind him. She cocked her fist back to punch him but an invisible shield formed in front of him and took the brunt of the blow. Lyja's fist broke through the shield and continued on and hit Johnny. Johnny went crashing to the ground.

**ZAP! ZAP! ZAP! ZAP!** Lyja felt the bio-electric stings and she turned her head to see the Wasp flying towards her. Lyja smirked and in a flash of yellow and large boulders appeared and were about to fall on the approaching Wasp.

"CRAP!" she shouted seeing the Boulders.

"JANET!" yelled Giant Man before he glowed blue and growing to Giant size. He shielded her from the boulders, allowing them to hit him on the back, "Are you alright" he asked once the barrage stopped.

"Yeah I'm fine honey" she replied. Giant Man turned to Lyja and swatted her with his hand. She took the blow and was sent flying back, but she stopped herself in mid-air. She flew forward and struck Giant man directly in the chin which lifted him up off of the ground and down onto Avengers Mansion destroying it in the process and rendering him unconscious.

"HANK!" Wasp shouted.

"HAHAHAHA Fools" Lyja said. She vanished in a flash of purple and then re-appeared on the ground, "You can not defeat me I have the power of the infinity gems and pretty soon our King will posses the gems as well and he will usher in a new era…..the ERA OF THE SKURLLS!" she proclaimed loudly.

**STOMP! STOMP! STOMP! STOMP! **

Lyja turned around.

"LADY YOU REALLY NEED TO SHUT UP!" growled Ben Grimm as he charged and delivered a devastating haymaker to her chin. The force behind his attack sent her flying back and right into the giant hands of the Hulk. He caught her and then jumped in the air. He threw her down to the ground cracking it slightly from the force of the throw.

"HULK STOMP!" he yelled as he fell downward through the air with his right foot forward and with all of this might he stomped on Lyja.

**CRACK!** The hulk came down with such force that he and Lyja created a giant crater which sent a ripple through ground cracking it half tossing everyone off of their feet very roughly.

* * *

"Jesus…..did he kill her" asked Agent Danvers pushing herself off of the ground looking at the crater with wide eyes.

"No…No he didn't don't you understand he can't kill her no one can the power of the infinity gems is too great….it's over" came the depressed tone of Mar-vell.

"No it isn't…how can we get the gems from her" asked Spider-man forcefully.

"You can't" he replied "Your world is doom and so is the Universe"

"NO! I REFUSE TO BELIEVE THAT!" he shouted grabbing Mar-Vell by the front of his armor.

* * *

**RUMBLE! RUMBLE! RUMBLE! RUMBLE! **

"RAHHHH!" shouted the Hulk as he was thrown from the crater and went tumbling across the ground.

Lyja then pulled herself out of the crater.

"Damn Monster" she growled glaring at the Hulk who was starting to stand up, "YOU CAN"T NOT DEFEAT ME"

"HULK CAN BEAT ANYONE!" he shouted back charging at her. Hulk thrusted out a punch but it was stopped by Lyja. She slapped his punch away and responded with a powerful punch of her own to Hulk's exposed stomach. The Hulk doubled over in absolute pain and dropped down to a knee.

**STOMP! STOMP! STOMP! **

Lyja looked to see Ben charging over to help the Hulk and she was prepared for him this time. He thrusted out a powerful strike but she caught his fist. She swung him around and tossed him away.

* * *

Ben flew through the air and he would have crashed into a building if wasn't for the timely arrival of an invisible shield that caught him.

"Thanks Suzie" he said. The Invisible Woman turned visible and she was floating next to him on an invisible shield of her own.

"NO problem Ben" she replied

"How the hell do we beat her" he asked

**KABOOOOM!** Ben and Sue ducked at the loud explosion. They turned their head to the sky to see the arrival of several S.H.I.E.L.D. Helicarriers along with military fighter Jets, they immediately began to engage Skrull Warships in aerial combat.

**BOOOM!** went the sound of one of the Fighter jets being hit with one of the advanced energy weapons of the Skrulls.

"I don't know how we're gonna beat her Ben but we have to figure our something and get those gems away from her otherwise…...we don't stand a chance against these Skrull Warships" she said as she saw another fighter jet go down. Sue directed her and Ben's shield down towards Reed who was in the fantasti-Car typing furiously into the computer.

"REED!" she shouted landing next to him, "We need a plan"

"I-I don't have one…..I've been analyzing the power output of these gems and they're unlike anything I've ever seen before in my life. Each of those gems has power to run the Earth 3 times over"

"Is there a way we can short circuit the gems" Sue asked

"….No" Reed replied.

"Well Reed you better start working on a way to do it, because…I think she's getting tired of playing with us" said Ben pointing at Lyja.

* * *

"SUIT UNI-BEAM!" yelled Iron Man. From the center of Iron Man's chest a powerful beam of repulsor energy rocketed forward. The repulsor beam engulfed Lyja's entire body.

"Sir suit power has dropped by 5% and increasing" came the computer in Iron Man's suit.

"KEEP GOING!" he said. Through the Repulsor Beam Iron Man saw a figure moving. His eyes widen as Lyja appeared through the beam and grabbed him by the face plate and lifted him off of the ground. Her clothes were singed and still burning slightly but Lyja herself was unharmed. She grinned at him and then struck his chest badly denting his armor and shutting off the Uni-beam repulsor.

**BANG! BANG! BANG! BANG!** Lyja looked to the left to see Agent Hill shooting at her.

"PUT HIM DOWN!" she shouted firing more rounds at her, but the bullets harmlessly bounced off of her.

The Hulk growled low in his throat still grasping his stomach, willing the pain to stop. He angrily balled up his fist and he looked up at Lyja who was holding Iron Man in the air.

'_Hulk….is the strongest there is…'_ he thought feeling his temper rising and rising. Pushing himself to his feet, he raised both of his Massive fists and brought them down onto the ground sending a powerful shockwave straight towards his unsuspecting enemy.

**RUMBLE! **

Iron Man struggling against Lyja's grip glanced at the ground and saw ripple heading straight for him and the Skrull currently strangling him. Lyja was suddenly thrown off of her feet because of the shockwave and as a result she released her grip on Iron Man and he wasted no time in flying away attempting to create some space.

Lyja quickly stood up and turned to the one responsible for knocking her down, she smirked as she saw the Hulk charging towards her. The Hulk threw a punch and she caught it, but to her surprise her arm buckled slightly under the force. She looked down at her feet and could see that she moved back a few inches as well. Lyja then turned her eyes back to the angry green eyes of the Hulk.

"HULLK IS THE STRONGEST THERE IS!" he yelled, bringing around his left fist and punching Lyja in the stomach lifting her off of her feet. Hulk then raised his right fist and the brought it down on her as hard as he could, she hit the ground like a ragdoll. The Hulk didn't stop there he raised both of his fist again and then he slammed his right down and then his left, then his right again and then back to the left. Over and Over he slammed his fists down on her as hard as he could.

"HULK!" he started slamming his right down, "IS!" he snarled bringing down his left "THE STRONGEST!" he shouted at the top of his lungs bringing both of his massive green fist down onto Lyja creating another giant crater and kicking up dust.

* * *

"Whoa….I think he did it" said the Wasp looking on in shock at the crater the Hulk had made.

"We can only hope" replied Captain America

* * *

Mar-Vell stood rooted in his spot as he saw the Hulk breathing hard

'_Such power' _he thought staring at the green behemoth_, 'Maybe…..no….the infinity gems are a source of unlimited power….that won't be enough'_ he continued.

Spider-man took a shaky step forward as he too stood stunned staring at the Hulk.

"Did he kill her" he asked

**FWASH!** There was a flash of purple and Lyja appeared behind the Hulk

"NO HE DIDN"T HULK BEHIND YOU!" shouted Agent Danvers.

The Hulk didn't get a chance to turn because as soon as she appeared Lyja punched the Hulk in the back which earned a shout of pain from him. She then grabbed a handful of skin on his back and lifted him over her head. She spun him around before she launched him in the air sending him flying through the air crashing into several buildings. Lyja with a sick and twisted smile on her face turned her sight to the rest of the Avengers and the Fantastic Four.

"Who's next" she said with a sick grin

* * *

"It is as I said you don't stand a chance…its too late" said Mar-Vell

"Stop saying that and start helping…THIS IS ALL OF YOUR FAULT TO BEGIN WITH! IF YOU WOULD HAVE TOLD US ABOUT THESE GEMS IN THE FIRST PLACE WE COULD HAVE HELPED YOU FIND THEM!" shouted Spider-man turning to Mar-Vell again, "Now help us stop her…..how do the gems work maybe if we understood how they work we can get them away from her"

"Spider-Man I don' t know how they work …I barely know more than you...all I know is that they work and to keep them away from the Skrulls and the Kree…that's it….I haven't had the chance to study them fully, but it's not like any of that matters anyway" he replied

"So what that's it we give up" Agent Danvers chimed in

"Well what do you want me to say Carol" he said quickly, but as the words left his mouth he realized his mistake.

"HOW THE HELL DO YOU KNOW MY NAME!" she said to him.

"Since we're going to perish anyway I might as well tell you….this isn't the ideal way I wanted to reveal this to you Carol but…it's me….Phillip Lawson…."

"WHAT!" she replied in a mix between horror and shock. She took a slight step back and looked Mar-Vell up and down.

"Who is Phillip Lawson" asked Spider-Man

"M-My…boyfriend" she replied

* * *

"Cap what do we do she's too powerful" asked the Wasp as she stood next to Captain America staring down the infinity powered Lyja.

**BABOOOOOOOM!** The gathered heroes briefly turned their gaze towards the skies where a deadly aerial battle between the Skrulls warships and the Shield aerial fighter jets were taking place.

Cap's eyes widen as he saw two more Jet go crashing to the ground.

"We have to get those gems away from her by any means necessary…..it's the only way to make the Skrulls leave earth" he said to the Wasp turning his eyes back to his teammate.

* * *

"Reed isn't there anything you can do" asked Sue looking between Lyja and the battle above

"No Sue their isn't…..any type of offensive weapon we have is no match against the infinity gems"

"So what do we do" asked Ben

"I tell you what we do…we pray" came Johnny's voice limping towards his teammates.

* * *

**Skrull Warship**

"My Queen these inferior Earth beings are attempting to engage us in combat"

"Destroy them" the Skrull Queen quickly replied

"Yes My Queen"

* * *

**S.H.I.E.L.D: Helicarrier **

**SHUDDER! SHUDDER! **The Helicarrier gave another violent shudder as the Skrull Warship pelted it with blast after blast.

"DAMAGE REPORT!" shouted Colonel Nick Fury.

"Sir….We're loosing power….their weapons are highly advanced…it's by sheer luck that our shield have held together for as long as they have" Agent Sharon Carter replied

"What about the Fighter Jets" the Colonel asked.

"They're dropping like flies" she responded

"WHERE THE HELL ARE THE AVENGERS!" he shouted, grabbing his communicator again, "DANVERS! WHAT THE HELL IS GOING ON!" he barked.

* * *

**Avengers Mansion **

"DANVERS WHAT THE HELL IS GOING ON!" came the loud voice of Colonel Nick Fury, but the Colonel's voice went unnoticed by Agent Danvers. She was still reeling in shock from the bombshell that the Kree Warrior Mar-Vell just dropped upon her; that he was Phillip Lawson, her boyfriend and the man that she had developed deep and loving feelings for, the man that she had considered giving up her SHIELD life for was in fact an alien.

"W-W-What.." she sputtered "P-Phillip"

"Yes Carol it's me…..I've wanted to tell you for some time but I couldn't…..I couldn't bring myself to tell you the truth….I-I…." he started

"I hate to break up this lovers debate but we have bigger things happening" Spider-man interrupted.

"You're right….there are bigger things happening" she replied slipping into her Shield role again after the momentary slip, but her eyes never left Mar-Vell's for a second.

"DANVERS COME IN!"

"I'm here Colonel" she said into her communicator.

"What the hell is going on" he asked

"In a nutshell sir…We're caught in the middle of an intergalactic war between two militant races known as the Skrulls and the Kree. Both sides are after 6 gems that grants the user the ability to control: Time, Space, Reality, Soul, Power, and Mind…..four of these gems are on Earth"

"Do you have the gems" he asked

"NO….one of the Skrulls has all four the gems and she is doing a good job of kicking our ass….these gems sir….they're powerful" she replied

"Where the hell is Thor?"

"I don't know he took off after Loki….but sir even if Thor was here I do not believe he would stand a chance…Sir this Skrull woman took out the Hulk like it was nothing"

"….you said that there were two Militant races…..which one are we fighting now"

"The Skrulls" she replied

**DEET! DEET! DEET!** Spider-man and Agent Danvers turned to Mar-Vell. He looked down at his belt again and he saw it beeping, and then he looked back up at the two.

"The Kree…..they're here" he said

* * *

Dozens of Kree Starships pierced through the Earth's atmosphere similar to the way the Skrulls did minutes before them. The highly advanced Starships immediately began to engage the Skrull Warships and the small aerial Kree fighter ships began to engage the Skrull fighter ships in aerial combat.

* * *

**Kree Starship**

"FIRE EVERYTHING!" shouted Ronan the accuser. The Kree pilot nodded his head and alert all Kree Ships to fire all of their weapons. He also deployed all of the ground forces.

* * *

**Manhattan**

The large and vast city of Manhattan was filled with millions of citizens, and usually these citizens are always on the go are always on the move but on this day all movement came to a screeching halt. Every citizen had their two eyes trained on the sky where the two races: The Kree and the Skrulls were engaged in a ferocious and deadly battle. The sky was filled with Starships and Warships that they had never dreamed existed. Along with the ships the sky was darkened red like something out of an end of days novel.

A little girl gripped her mother tightly as her eyes witness what looked like pods hit the street. Some of the pods had a greenish tint to them while the others had a bluish tint to them.

"Mommy what's going on" she asked.

"I don't know sweetie…I.." the mother started before the pods hissed open.

**(**KILL THEM ALLL**)** came a foreign voice. The shouting came from a green looking man in battle armor charging out of one of the green pods, he was quickly followed by others that looked like himself.

**(**EVICERATE THEM**) **roared another voice in the same foreign tongue. The voice belonged a blue man in sleek silver armor charging out of the blue pods.

"RAHHHHHHHHHH!" both sides yelled as they charged each other. The Kree and the Skrull ground forces met in an epic clash of advanced weaponry.

The Manhattan civilians looked on in horror as the chaos erupted around them, red laser beams flying over their heads as they desperately tried to reach safety. The mother and daughter reeled in fright and shock as they saw one of the blue men get a giant hole blasted in his chest by one of the weird looking green men. They ran around the fallen dead Kree warrior and hid behind an over turned car. The mother covered her daughter's eyes as another Kree Warrior went down and just as he went down a Skrull went down.

**KABOOOOOOOM!** The mother looked up to see one of the Skrull warships crash into the side of building in a fiery show of destruction. The fiery remains of the warships began to fall down towards the ground and right towards the mother and daughter.

"AHHHHHHHHHHHHHHHHHH" she shouted covering her daughter seeing the destroyed warship heading towards them. Suddenly the Hulk appeared in front of her and covered her and the little girl with his massive body.

**BOOOOM!** Went the sound of the warship hitting them and the ground. A few seconds passed before The Hulk effortlessly pushed the remains off of himself and he looked down at the woman and her daughter who were staring up at him.

"GO!" he growled out.

"Thank You…..Thank You" the woman said tearfully as she gathered her daughter in her arms and ran away.

The Hulk watched them go and then he turned his green eyes to the Kree and Skrulls battling for dominance in the streets.

* * *

**Shield Helicarrier**

"SIR! WE'VE GOT GROUND FORCES DEPLOYED FROM BOTH ALIEN RACES!" Agent Carter shouted

"On Screen" Fury replied back. The viewing screen in the Helicarrier filled with images of what was happening on the ground. The Skrulls and the Kree tearing into each other not even caring about the civilians that were getting caught in the crossfire.

Colonel Fury balled up in his fist in anger.

"Sir what do we do our weapons are no match for either side..…" she asked

"Deploy every Shield Agent we have to the ground our main priority is civilian Evac…get them out of harms way and into safety"

"What about the Kree and the Skrulls" she asked again.

"Pray that the Avengers get those damn gems" he replied.

* * *

**Skrull Warship**

"My Queen our ground warriors are on the ground but it appears the Kree are gaining the upper hand"

"WHERE THE HELL ARE LYJA AND CLOVAK LOCATE THEM NOW!" yelled the Skrull Queen

"My Queen I'm picking up several powerful energy signals that match the infinity gems…someone is using them" the Skrull technician replied

"WHAT!"

* * *

**Kree Starship**

"Lord Ronan our forces are gaining the upper hand…..but our scanners has picked up something odd"

"What is it"

"SIR!...THE INFINITY GEMS ARE CLOSE!"

"WHERE!" Ronan shouted back

The Kree warrior typed into the computer system and on the viewing screen the Avengers Mansion came into view and Ronan got a good view of the glowing Lyja.

"Sir….she has the infinity gems"

"I can see that" Ronan the accuser snapped back

"Shall I send our forces over there?"

"No….I shall handle this myself" Ronan growled gripping his hammer tightly. He then raised it in the air, his hammer started to give off a few sparks of blue electricity right before he vanished in a spark of blue.

* * *

**Avengers Mansion **

"My God" whispered Reed in shock

"What is it" asked Sue

"Well I've been having the Fantasti-Car read the energy output and something strange is happening" he replied

"Spit it out already Reed" chimed Ben

"Well….the gems are giving her power but the power is building….it's building inside of her"

"Meaning what….not all of us understand science talk" said Johnny

"Okay….uh….Imagine that our Skrull enemy here is a water balloon and the Infinity Gems are the water and the water has no shut off valve" Reed replied

"She's gonna pop" Ben answered

"Precisely the more she draws from the power of the gems the more the energy builds within her"

Sue leaned in closer to the computer in the Fantasti-Car and looked at the reading for herself.

"Reed….if these readings are correct that means when she blows….she gonna take all of us with her" she replied

"That's right Sue we have to get out of here" said Reed

* * *

"WHO'S NEXT!" Lyja shouted.

The Avengers held there ground trying to decide what to do. All of their offensive attacks have been met with failure, she was too powerful.

"I will destroy you…" she started before she felt someone jump on her back.

'_Rick you stupid idiot what are you doing'_ Captain Avenger thought to himself.

"CAPTAIN AVENGER GET OFF OF HER NOW!" shouted Captain America looking on in shock.

Lyja grabbed Captain Avenger by the wrist and pulled him off of her back and held him up in the air.

"You weak and pathetic human….did you really think you could stop me"

"I had to try….and I'm not weak….I'm strong" he replied defiantly to her despite the fact that on the inside he was terrified. Lyja raised her fist getting ready to punch him but the sound of something hitting the ground behind her made her turn around and her eyes widen in shock.

* * *

"Now what" said Spider-man as his eyes landed on the man that had arrived.

"Ronan" whispered Mar-Vell in shock of seeing him.

"Who" asked Agent Danvers

"The Supreme Intelligences' most powerful enforcer: Ronan the Accuser" Mar-Vell replied "This is bad"

* * *

**(**You Skrull Dog…give me the gems**)** Ronan said in Kree Language

**(**Come and take them Ronan**) **Lyja replied confidently. She effortlessly tossed Captain Avenger away.

* * *

"WHOA! Oomph" grunted Captain Avenger as he was caught by Captain America before he hit the ground.

"What were you thinking kid…you could have gotten yourself killed I told you to stay put" Cap said forcefully.

"I'm sorry….I was just trying to be a hero….like you" he replied. Cap shook his head but then turned his attention back to Lyja and Ronan who were arguing in a strange language.

* * *

"What are they saying" asked Spider-man turning to Mar-Vell. Mar-Vell pressed a few buttons on his armor and then held his hand in the air. A thin bluish beam sparked out and hit Spider-man, The Avengers, and the Fantastic Four. They all looked around and then turned to Mar-Vell.

"I just activated a translation beacon wherever you are you can now understand Kree and Skrull language and they can understand you" he replied.

"GIVE ME THE GEMS!" a loud voice roared out. The heroes turned back to the arguing aliens now able to understand what was going on.

"HAHA You are too late Ronan…we now possess 5 gems, Thanos will soon be awakened"

"No he will not because I'm going to destroy you" he growled holding up his hammer.

"Come and do it then" she replied

Ronan's hammer began to glow a vibrant bluish color with hints of green, blue electricity started to emerge around the Hammer as well.

* * *

"Oh No" said Reed

"What is it now" Johnny sighed turning to him.

"The energy rising off the Hammer is Cosmic in nature….quite similar to the cosmic energy that gave us our powers.

"So what does that mean" asked Ben

"IT means we need to get out of her now" Reed replied

* * *

**TV**

"_If you are just joining us our top story is chaos in the streets. For the longest human beings have been wondering the age old question are we alone in the universe and today we have received our answer. The earth is being invaded by two warring alien races these strange green creatures and equally strange blue creatures. The images you are seeing before you is what is happening right now in the city of Manhattan. It is complete war zone..….if you are within the sound of my voice do not go into the city, stay in your homes and be safe_

* * *

**Parker Household**

"Oh my God PETER!" shouted Aunt May. She stood in shock for a few seconds before she ran to the kitchen counter and grabbed her keys and her cell phone.

* * *

**TV**

"_Wait hold on….I'm receiving….Ladies and Gentlemen one of channel 7's own Jerry Chandler is among the chaos and he…..he has word on the Avengers, the Fantastic Four, and Spider-Man…we now take you live to him. Jerry._

* * *

_Jerry: Thank You Michelle….hello citizens of New York….I don't' know if you can see me clearly but I'm here in the war zone that is Manhattan and standing behind me is none other than The Avengers, The Fantastic Four and Spider-man. They are on Avengers Mansion property which looks to be destroyed for the most part. Not long ago they were engaging in a deadly fight against one of these green aliens with strange powers but just a moment ago a strange blue man wielding a hammer similar to Thor's showed up…hold on I believe…I believe the fighting is beginning….._

* * *

**Avengers Mansion**

"FOR THE SUPREME INTELLIGENCE!" shouted Ronan charging forward.

"FOR THE EMPIRE!" shouted Lyja Charging forward. Ronan jumped in the air with his hammer raised and cosmic energy flailing everywhere. The Two powerful foes met in a clash power that unleashed a monstrous whirlwind, blowing dust and debris everywhere.

"SUE! PUT A FORCE FIELD AROUND THEM NOW!" shouted Reed shielding his eyes from the wind. Sue cracked open her eyes and concentrated as hard as she could and an invisible blue dome formed around the two glowing enemies cutting off the powerful wind.

"R-Reed…..t-two powerful…I-I….can't hold it" she struggled to get out. The power from the two was raging against her shield.

"EVERYONE LISTEN TO ME WE HAVE TO GET OUT OF HERE NOW THIS WHOLE PLACE IS GOING TO BLOW!" Reed yelled but he was too late.

* * *

**Inside the dome**

"RAHHHHH!" growled Ronan making more cosmic energy flow from his Hammer, he was using all of his mighty strength to push his hammer forward. Lyja had stopped his hammer with her hand but her arm was beginning to buckle, but suddenly she felt a weird and painful sensation flood her body. She looked on in horror as her outstretched arm began to deform and expanded.

'_W-What is happening'_ she thought to herself as the rest of her body began to expand and deform

"AHHHH!" she yelled as she felt herself expanded more and more.

Ronan looked on in shock as she expanded and deformed.

"AHHHHHHHHHH!" Lyja shouted in absolute agony.

**KABOOOOOOOOOM!** Sounded the explosion. Lyja exploded in a shower of Red, Yellow, Orange, and Purple energy. The energy engulfed Ronan and his hammer and kept going.

* * *

'_Spider Sense'_ thought Spider-man just as Sue's invisible shield shattered and a dome of color burst through.

* * *

"AVENGERS MOVE!" yelled Captain America but it was useless. The dome of color expanded and engulfed all of the Mansion, the Avengers, The Fantastic Four, Spider-man, Captain Mar-Vell and several Manhattan city blocks.

* * *

**TV**

_Jerry Chandler: OH MY…._

* * *

**_KRZZZZZZZZZZZZZZZZ_**

"_JERRY! JERRY! W-We….We lost the feed" _

* * *

**Across Town: Xavier Mansion**

Gathered in front of the large screen TV were the inhabitants of the Xavier institute for the gifted. Everyone sat stunned in silence at what they had seen. Most were stunned with fear, while the rest were stunned in shock that something like this was actually happening. Everyone was silent, not one word was spoken. A few seconds passed and the silence was broken by three words spoken by Scott Summers aka Cyclops.

"X-Men…..Let's go"

* * *

**Shield Helicarrier **

"WHAT THE HELL WAS THAT!" shouted Colonel Fury. Through the viewing screen He and all of the others had seen and explosion that took out several blocks. Buildings were still failing down and crumbling from the explosion.

"Sir…it came from the directions of Avengers Mansion"

"Get us over there now Carter" he replied

"Yes sir" she said directing the Helicarrier in the direction of the Avengers Mansion.

* * *

Spider-Man opened his eyes and the first thing he saw was they sky. Gone were the usually clear blue and gentle white clouds and in its place were dark gray clouds, smoke, and Warships flying over head. His blurry hazel eyes followed one of the warships as it passed and out of sight. Spider-man ever so gently pushed himself up into a sitting position. As he sat up dust, glass and rocks fell off of his chest. He looked down at the debris that fell off of his body in confusion.

'_Where…..'_ he started to think in his dazed state. He raised his hands to where he could see them and he open and closed them a few times. His eyes roamed over his hands and saw that part of his costume was ripped off of his arm and he was sporting a few cuts on his fingers and arms as well. Spider-Man then began to stand up despite the painful aches that passed through his whole body.

"GRGH" he grunted as he stood up. He glanced down and saw more parts of his costume were missing and his left reflective eyes lens was broken. Spider-man looked around at the sheer destruction that was before him and little by little the haziness in his mind began to lift and he began to remember what happened, the Infinity Gems and the explosion.

"UGH!" came a pained moan not too far away from him. He looked to the left and he saw Agent Danvers pushing some rocks off of her body. He limped over to her and grabbed a few of the heavier rocks and lifted them off of her.

"T-Thanks" she replied holding out her hand. Spider-man took it and helped her to her feet. She was sporting cuts of her own and she was bleeding through a large gash on her forehead. Agent Danvers leaned against Spider-Man for support because her leg a mediums sized pieces of shrapnel in it, she reached down and yanked it out.

"Ow" she said, before turning her eyes to the destruction. The place where Avengers Mansion used to be was no more, for several blocks there was nothing but a huge hole that reached all the way down and pass the sewer system. The two looked around a little more and buildings were knocked down the streets were cracked and crumbling apart.

**RUMBLE! RUMBLE! CRASH!**

Spider-Man and Agent Danvers looked to the right to see a large portion of a destroyed building being tossed away. They then saw Ben Grimm standing there, he moved out of the way and Johnny, Sue and Reed gingerly walked forward and they too were looking around and the destruction caused by the Infinity Gems and Ronan the Accuser. Ben turned around for a second and he grabbed something, it was the fantasti-Car. He pulled it from the wreckage and he set it down.

Spider-Man and Agent Danvers limped over to the four.

"Hey….you guys okay" asked Spider-man

"No" Johnny replied quickly, "I think we're pretty far from okay"

"We're fine for the most part" Sue said "My God…..this is getting out of hand" she continued still looking at the destruction.

"Where are the Avengers" asked Reed

"I don't know" Agent Danvers replied

**RUMBLE! RUMBLE! CRASH!** The Fantastic Four, Spider-man and Agent Danvers looked the left and they saw a mountain of debris lifted up and holding the debris was none other than Captain Avenger. He tossed the debris away and revealed the rest of the Avengers: Captain America, Wasp, Iron Man, Agent Hill, and the now conscious Giant Man and each of their costumes were ripped and they had cuts and were bleeding as well.

"Hey you guys aw'right" asked Ben

"For the most part" The Wasp answered as she helped her husband to his feet.

"Suit….Armor check" said Iron Man

"Sir you now only have 42% power left, Uni-Beam off line, weapons systems are still intact but there is damage to the left repulsor ray" his suit replied

"Great" Iron Man said standing up.

"Hey…you're super strong again" came Agent Hill's voice. All eyes turned to Captain Avenger. He looked at all of them then he held out his right hand and opened it, and there in his palm was the red power gem.

"How the hell did you get that back" asked Spider-man

"I don't know….I woke up with it inside of my hand" he replied

**BOOOM!** the gathered heroes ducked at the sound of another explosion and they looked up to see a Skrull Warship erupt in flames and drift towards the ground and it was followed by a burning Kree ship.

"Well we have one gem….but where are the others" came Reed's voice.

"Even if we find the others how are we gonna end this war" asked Johnny turning to him, "DO we just hand the gems over to the Skrulls or these Kree guys and say hey here's what you're destroying our world for now could you please leave….yeah I don't see that happening" he continued.

"That's surprisingly a good point" said Spider-man "What do we do with them once we get them"

"We can figure that out later right now we just need them in our possession" said Captain America catching everyone's attention.

"Where do we start looking for em" asked Ben

**CRASH!** Everyone turned to see Mar-vell coming flying out of the hole and crashing to the ground a few feet away from them.

"PHILLIP!" Agent Danvers shouted disengaging herself from Spider-man and limping as fast as she could towards him.

"I thought his name was Mar-Vell" said Wasp

"Long Story" Spider-Man replied.

* * *

"Phillip" she said kneeling down towards him. Mar-vell was bleeding green blood from his lips and his armor was badly damaged.

"R-Run…C-Carol" he struggled to say, "R-Ronan"

* * *

A figure leapt out of the giant hole and he landed with a loud **Thud** on the ground, it was Ronan the Accuser. Ronan was sporting his own injuries as well, he was bleeding from several cuts and abrasions, his long green cape was ripped in several spots, and his own armor was damaged but overall he was just fine, to him his injuries were minor.

Ronan had a evil snarl on his face.

"YOU TRAITOURS FILTH!" he roared "This is all of your fault if you would have destroyed the Skrulls when you had the chance this war would be over" he growled stomping forward and towards the downed Mar-Vell. Ronan raised his Hammer and it sparkled with blue electricity. A stream of cosmic energy flew from his Hammer and at Mar-Vell and also at Carol who was right next to him.

Mar-Vell looked at the approaching attack with wide eyes. His heart was pounding in his chest not because his life was in danger but because the woman he had come to love was about to die, there was no way she could survive an attack from the Universal Weapon that Ronan carried. Acting on Instinct Mar-Vell grabbed Carol and he positioned himself between her and the attack. The beam flew and hit Mar-Vell's exposed back.

"YAHHHHHHHHHHH!" he yelled as the energy hit his armor, but unknown to him Carol was affected by the attack as well. Blue electricity from Mar-Vell's armor and cosmic energy from Ronan's attack painfully bombarded Agent Carol Danvers. The two screamed in unison until the attack faded. They both dropped to the ground with smoke rising from their bodies.

"AGENT DANVERS!" Spider-Man and the Avengers shouted. Ben broke through their small group and charged at Ronan. He tackled him to the ground and proceeded to reign blow and after blow on his blue face.

* * *

As quickly as he could Spider-man dashed over to Agent Danvers and rolled her on her back. He bent down and put his ear to her chest trying to hear her heart, but he didn't hear any beating.

"Oh My God" he whispered he put his hand to her chest and proceeded to give her CPR, thanking God that Daredevil taught him how to do it, "1,2,3,4,5,6,7,8,9,10" he counted before lifting up his mask and leaning down to blow into her mouth. He tried to listen for her heart beat again but he didn't hear anything, so he did CPR again.

"COME ON!" he shouted.

Agent Hill, Sue, and Reed rushed over while everyone else ran towards Ronan who had hit Ben in the face with his Hammer sending him flying back.

"Anything Kid" asked Agent Hill frantically

"No" he replied after blowing in her mouth again. He got ready to start CPR again when a gasp and then a cough escaped Agent Danvers lips, "Thank God" Spider-man said letting out a breathe.

"Carol can you hear me" said Agent Hill

"W-W…cough…cough…..W-What..h-happened" she cough out

"You got hit by a blast from that Ronan guy" Spider-man replied

"Phillip…." She said looking at Maria and then Spider-man. She leaned up and then looked behind her to see Reed, Sue kneeling over a motionless Mar-Vell. Agent Danvers made her way over to him and she recoiled a little because he was on his back and his armor had been shattered and his burnt blue skin was visible. A pain moan escaped his lips which signaled that he was still alive. Agent Danvers gently as she could rolled him over so she could see his face.

"C-Ca-rol" he weakly whispered

"Shhhhh don't say anything….I'm fine"

**CRASH!.** Spider-man, Agent Hill, Sue, and Reed turned to the raging battle between Ronan and their friends and the battle was not going in their favor.

* * *

Iron Man flew forward and delivered a punch to Ronan's face; Ronan took the punch and then grabbed Iron Man by the foot and swung him into the quickly approaching Ben Grimm. The two heroes crashed into each other and went skidding back. Johnny flew in unleashed a steady stream of fire at Ronan. Ronan's cape caught on fire and it was quickly rising. Ronan raised his hammer and a stream of water flowed out and doused his cape. Ronan then turned the water towards Johnny putting out his flames and sending him to the ground.

**BAM!** Went the sound Captain America's Shield hitting Ronan in the face. Ronan turned to the offender and threw his Hammer but to his surprise Cap dodged the hammer and kept going forward, with all of his might he jumped in the air and delivered a double kick to Ronan's face. Ronan took a single step back and then he growled in anger, he turned his eyes to Cap and beams of energy from his eyes fired out and hit directly in the chest sending him flying back and skidding to the ground.

Cap tumbled across the ground and he landed at the feet of Rick Jones aka Captain Avenger. He looked down at his fallen hero to see a large burn in the middle of his chest, along with major and minor cuts along his body. Captain Avenger looked at Cap's injuries his eyes widen because despite all of that Cap was still getting up. Rick continued to look at his hero as he stood up to his feet despite being hurt, Captain America took a step forward before dropping to a knee and letting out a sigh of pain. Rick watched him for a second longer before turning his eyes to Ronan who was now fighting a 30 foot Giant Man and insect sized Wasp. Captain Avenger looked at the red power gem in his hand, it started to glow and once it glowed Rick could feel power flowing through his veins. He balled up his fist and he charged forward at Ronan.

* * *

Ronan threw his Hammer and hit Giant Man in the chin knocking him down to the ground with loud **THUD! **The Wasp threw several more bio-stingers at him before flying away towards her fallen Husband.

"AHHHHHHHH!" came a battle cry.

Ronan turned to a charging Captain Avenger; he raised his Hammer and fired a cosmic blast. The blast ricochet off of the Captain much to his surprise. Rick charged and jumped in the air and he brought his right fist down on Ronan's face.

"UGH!" grunted Ronan as he felt the power behind the punch, three teeth flew out of his mouth and his legs buckled making him drop to a knee. Rick landed on the ground cocked his arm back again came with an uppercut that lifted Ronan off his feet and sent him flying up and then down to the ground. Rick watched him grunt and groan and then he stopped moving all together.

The other heroes looked on at shock before they started to make their way over to him.

Ben looked down at the seemingly unconscious Ronan and he turned to Rick

"Good hit kid" he growled out

"Thanks" Rick replied. Captain America, Johnny, Wasp and Giant Man made their way over towards the downed Ronan.

* * *

Ronan was dazed, the power behind those blows hadn't knocked him but merely hurt him. He could faintly hear the heroes over him talking and he stealthy gripped his hammer. He cracked open one of his eyes to see Captain Avenger still standing over him. Ronan was about to spring his attack when something caught his eye. To the left of him he saw the Skrull Warrior Clovak emerge from the debris and in his hands Ronan could make out an orange glow and a Purple glow.

'_Spider sense'_ thought Spider-man. Spider-man looked around to where his spider sense was directing him and his eyes landed on the emerging Clovak and he could make out an orange glow and a purple glow.

"OH NO, HEY YOU GUYS BEHIND YOU HE HAS TWO INFINITY GEMS!" Spider-man Shouted pointing in that direction

The Gathered heroes turned to see Clovak digging himself out.

"GET EM!" shouted Ben starting to run over.

Clovak saw them coming towards him and he looked at the gems in his hands, suddenly there was a flash of purple and he was gone

"NOOOOOO!" Shouted Ronan. Everyone turned back to him and he growled at them, before anyone could react he swung his Hammer with all of his might and he hit Captain Avenger in the back sending him skidding to the ground. Ronan quickly got up and he grabbed Captain America by the throat with one hand, effortlessly lifting him up and strangling him in the process.

"YOU FOOLS HAVE DISTRACTED ME LONG ENOUGH I HAVE A WAR TO WIN! YOU BOY GIVE ME THE GEM AND I WILL LET HIM GO" said Ronan angrily holding Captain America in front of him so everyone could see that he was being strangled.

Rick pushed himself to his feet and looked on in horror as his hero was being strangled to death. Rick opened his hand and grabbed the gem

"NO DON'T YOU DO IT!" shouted Agent Hill

Rick turned to her

"Are you crazy he's gonna kill Cap" Rick Replied yanking the gem out of his palm despite the stinking pain it caused.

"He'll kill him once he has the gem" she responded

"IGNOR HER GIVE HIM THE GEM!" shouted Wasp

Rick held up the gem and he tossed it Ronan. Ronan threw Cap away and he caught the red gem.

"AT LAST!" he shouted he raised his hammer in the air and he vanished in a flash of blue electricity.

Agent Hill rushed over to him.

"ARE YOU INSANE NOW THE KREE HAVE A GEM!" she shouted at him.

"HEY! LEAVE HIM ALONE HE WAS TRYING TO SAVE CAPTAIN AMERICA!" shouted Wasp grabbing Agent Hill by the shoulder and turning her so they were facing each other

"YEAH HE SAVED CAP BUT'S HE'S DOOMED US ALL, THAT GEM WAS OUR ONLY EDGE IN THIS DAMN FIGHT AND NOW IT'S GONE ALL AT THE EXPENSE OF ONE LIFE!" Agent Hill replied back

"WHAT KINDA BLACK HEARTED BITCH ARE YOU" growled the Wasp getting closer

"THE KIND THAT'S LOOKING AT THE BIG PICTURE! THE PICTURE YOU COSTUMED MORONS CAN'T SEEM TO GRASP!"

"QUIET!" shouted Captain America as he slowly stood up. All eyes turned to him and he took a few quick breathes, "Arguing isn't going to get us anywhere what's done is done no use dwelling in the past right now we have to move forward"

"He's right" said Iron Man

**KABOOOOOM!** Went the sound of another Warship and Starship exploding.

"Okay then what's the plan" asked Spider-man walking over; he was followed by Sue and Reed.

"Obviously offensive attacks are not going to work so we're going to have to outsmart both sides on this one" said Cap, "We're going to have to split up 3 teams" he continued "Ground forces, Aerial Forces, and retrieval forces…..our primary objective is the same retrieve the gems"

"So how are we splitting up" asked Wasp

"Team 1: Myself, Ben, Giant Man, and Wasp; we are the ground forces our primary objective is to get civilians out of harms way, Team 2: Iron Man, Sue, Johnny, you are my aerial squad: your primary objective is to keep the aerial forces occupied long enough for us to get the civilians to safety and for Team 3 to get aboard the Kree ship and retrieve the power gem, Team 3: Spider-Man, Agent Danvers, Agent Hill, and Reed: Primary object get the gems back"

"NO!" a voice shouted out

The heroes turned to see Mar-Vell and Agent Danvers limping over to the small group

"What do you mean No Mar-Vell" said Captain America

"You…..You are focusing on the wrong Gem…." He said

"And what Gems should we focus on" asked Spider-Man

"As I said each gems has a different power…but the one that matters or the one that we can not allow the Skrulls to get is the reality gem…..the reality gem has the power to do anything and it could unfreeze Thanos"

"Did that green guy have the yellow gem" asked Johnny

"I don't know….he might have I didn't see" replied Spider-man

"We need to find a way to the Skrull ship with Queen Veranke…..I know what it looks like so I can lead you there"

"What no Phillip you're in no condition" aid Agent Danvers

"Carol….I almost lost you because of my inaction….I won't make that same mistake again….I'm fine. We must hurry though the Skrulls will waste no time in reviving Thanos" he said.

"Everyone has their team let's get going" said Captain America.

"Wait….what about me" asked Captain Avenger. Cap turned to him and looked at him.

"I'm sorry Captain Avenger but you've done enough son thank you for saving my life but from here on out we'll handle this…you get to safety" he replied quickly, "Move out" he said. All of the heroes split up into their groups and as quickly as they could they rushed off into the heart of Manhattan and towards the battle Kree and Skrulls warriors.

* * *

**Kree Starship**

Ronan appeared on his starship in spark of blue.

"Lord Ronan….were you successful" asked the Kree Warrior Pilot

"Yes…we now posses the power gem"

"The Supreme Intelligence will be most please…what are you going to do now Lord Ronan" asked the Pilot

"I'm going to pay our Skrull Queen a visit" he said with a smile

"LORD RONAN!" shouted another Kree Warrior

"What is it" he responded

"Sir our ground forces no longer have the upper hand…they are being outmatched"

"By the Skrulls" Ronan replied in shock

"No…by these Earth creatures….they have strange abilities" he said

"Send in the Ruul" Ronan said

Both Kree Warriors looked at each other and then at Ronan.

"Sir…the Ruul….they are savages….they will…"

"I care not for this world….all I care about are the gems…..send in the Ruul…and I don't want to repeat myself" Roan said with narrow eyes.

"Yes sir" they responded

Ronan looked at the Red gem in his hand, the gem gave a glow before it imbedded itself into his open palm. Ronan closed his eyes as he felt even more power flood through his veins.

"Yes….The power" he said to himself

* * *

**Down Below: Streets of Manhattan**

An optic blast fired from the visor of Scott Summers aka Cyclops. He and the rest of the X-men which consisted of: Jean Grey, Rogue, Wolverine, Storm, Iceman, Shadowcat, Beast, Colossus and Jubilee had boarded the X-jet and wasted no time in getting to downtown Manhattan. They immediately started helping people get to safety and help the gathered Shield forces take the fight to the ground and aerial forces of the Kree and Skrulls. Since the arrival of the X-men the earth forces have been able to drive the Kree and Skrulls back.

Cyclops fired another optic blast at a skrull that was trying to jump him from behind. Cyclops turned and saw a group of Kree approaching an unsuspecting beast.

"BEAST BEHIND YOU!" shouted Cyclops firing another blast.

Beast backflipped over the group that was trying to ambush him and he landed behind them. He dropped down to his hand and using his agility to grab one of the Kree by the sides and spin him around on his feet and tossed him into the group, which knocked them all down.

"Thank you Cyclops and again perhaps its time for a change of Codename, how about the blue wonder or perhaps Professor blue both names are far better to the ear than Beast" he commented before jumping back into action.

Jean telekinetically lifted up several Kree and Skrull warriors and tossed them all away allowing some civilians to make their way to safety.

"QUICKLY GET TO SAFETY" Jean shouted to them. Suddenly though she got a massive headache and she grabbed her head, _**'Jean…give yourself over to me…I can destroy them all….I am the Phoenix…MY POWER KNOWS NO LIMIT!**_'

'_NO….I-I don't need you…I'm powerful enough on my own'_ Jean replied mentally before closing her eyes trying to form mental blocks in her mind. Once the Phoenix's voice had silenced Jean opened her eyes only to be met with a Kree soldier about to blast her head off.

"AHH!" she shouted before the Kree's weapon was sliced in half. He looked in shock as half of his weapon was still in his hand.

"RAHHH!" came a growl before three adamantium claws found their way through his armor and into his chest killing him. Wolverine lifted the Kree soldier up with one hand and threw him away.

"Jeannie you alright now ain't the time to be nappin" came Wolverine's gruff voice.

"I-I'm fine Logan" she responded shaking her head

The rest of the X-men made their way over to the two.

"Hey these guys are starting to thin out…think they're giving up" asked Shadowcat

"They don't strike me as the giving up type half pint" Wolverine replied

"LOOK!" shouted Iceman pointing to the sky. The X-men looked up see several Kree Starships hovering over head. From the bottom of the Starship several more pods shot out and landed with a thud on the ground. The Pods hissed open and a big gray and clawed hand shot out and grabbed the sides. All of the X-men's eyes widen in shock as the creatures inside stepped out. Unlike their predecessor these creatures were called: The Ruul and they were not human looking in nature. They were big bulky looking monsters with gray skin, medium length tentacles for hair, glowing red eyes and beastly looking teeth. Dozens of these Ruul creatures emerged from the pods. They sniffed the air for a second before they turned their eyes to the Shield soldiers on the ground and the X-men.

"Well I guess that's why they're thinning out Kitty" said Iceman in shock.

**ROAR!** the Ruul shouted before charging forward.

Cyclops touched his visor and unleashed a wide optic blast just as a Ruul neared him. He blew the creature back and to the ground.

Rogue levitated in the air and barreled forward with her fist aimed straight, she hit one in the stomach and flew him upwards toward the air. She spun around before tossing him away.

Storm also took the air all the while making her eyes turn white.

"I SUMMON THE POWER OF THE ARTIC WINDS!" she shouted majestically. The wind began to kick up and turned colder. The cold wind whipped around the Ruul creatures making them stop in their tracks and cover their eyes. Some of them let out a pain scream as they feel themselves begin to freeze.

Colossus rushed forward and delivered a punch to one of the charging Ruul. The creature recoiled and then spun around and backhanded Colossus lifting him up in the air. While he was in the air and Ice slide formed under him. Iceman continued to make the ice slide all the way back to the ground and towards the Ruul that had punched his teammate. Colossus rode the Ice slide back towards the Ruul. He jumped off of the slide and raised both of his metal fists in the air and came down with all of his strength on top of the creature, sending it bouncing to the ground. He grabbed it by the tentacles and he swung it around and threw it into another approaching Ruul.

"Thanks bobby" he said in his thick Russian accent

"No problem big guy" Iceman replied before forming an Ice slide and sliding off.

Jubilee and Kitty were teaming together to fight off the Ruul that was trying to tear their heads off. Jubilee jumped to the side and then directed her fireworks to hit her attacker. The Ruul monster took her fireworks and then let out a loud roar, it raised its gray color claws and took a swipe but his swipe passed through Jubilee. Suddenly Jubilee sank into the ground disappearing before its eyes. Jubilee and Kitty rose up from the ground behind the monster.

"Jubes…up top" Kitty said while pointing. Jubilee looked up to see a slab of concrete hanging precariously from a blown out section of a building. Jubilee smirked and held her hands up; fireworks erupted from her hand and the edge of the concrete slab. It fell and landed directly on top of the Ruul they were fighting effectively killing the monster.

"We make a great team" said Jubilee with a smile

"You know it" Kitty replied. They both turned to see how the rest of their teammates where doing and they were doing fine. Cyclops was firing optic blast after optic blast, Wolverine was slicing and dicing anything that got into his path, Beast was holding his own as was Jean as she telekinetically lifted several cars and dropped them onto the Ruul. Jubilee looked to the sky to see Storm firing lighting at the monsters below and Rogue was tossing the monsters at the Flying Skrull and Kree ships knocking a few of them off their flight pattern and causing them to crash.

"Shall we go give them a hand" asked Jubilee

"Lets...g…" started Kitty before something caught her eye. One of the Ruul had broken through their line of defense and was heading for a civilian. Kitty wasted no time running after the chagrining monster.

* * *

"AHHHHHHH" shouted the woman. Kitty was running and gaining on the monster, she jumped and grabbed hold of one of its tentacles and she used her powers to phase him and her into the ground before he could reach the civilian woman. The woman recoiled in shock slightly when she saw Kitty emerge from the ground in front of her.

"Hi….are you alright" she asked

"Yes I'm fine…what…."

"Don't worry about that monster he's gone you need to get out of her now" she said seriously.

"I can't I have to find my son Peter…he's out here in this chaos" replied Aunt May.

"I'm sure your son found his way to safety ma'am but you can't stay here its too dangerous" Kitty replied

"RAHHHH!" a battle cry rung out. Kitty turned to see three battle scarred Skrull warriors heading her way.

"GET OUT OF HERE NOW!" Kitty shouted. Aunt May nodded her head and proceeded to run away as fast as she could to her car that wasn't too far away.

Kitty turned back to the approaching Skrulls.

'_Okay Kitty…..just like Wolverine taught you….find your calm and make your attacks swift and hard'_ she coached in her mind. They got closer to her and started firing their weapons but they were ineffective because of her phasing powers. Kitty waited for them to stop firing their weapons and that's when she made her move. She rushed forward and delivered a hard punch to the face of one of the Skrulls she then dropped down and swept him off of his feet. She then sprung up with an uppercut knocking a Skrull woman back and making her drop her weapon, Kitty then without looking thrusted her leg back and caught the last Skrull in the stomach knocking him down.

"Ha…take that" Kitty said patting herself on her back for a job well done.

**CLICK!** She slowly turned to the sound to see another Skrull standing there with a weapon aimed at her. Her eyes widen as he said something in a strange language.

**(**Die FILTH!**) **the Skrull shouted before pulling the trigger. Before the blast could hit her a red and blue figure swung in and grabbed her.

"GOTCHA!" said Spider-man.

Kitty let out a breathe that she didn't know she was holding and she saw that Spider-man had saved her.

"OH MY GOD THANK YOU" she said giving him a kiss on the cheek.

"No problem" he replied. They swung until they landed on a building that overlooked the battle that was taking place down below.

"Who is this" asked Agent Hill

"A friend" Spider-man replied. Kitty looked at the small group and her eyes landed on Mar-Vell

"AHH IT"S ONE OF THOSE BLUE GUYS!" she shouted.

"Kitty he's on our side…his name is Mar-Vell" Spider-man said calming her down, but he didn't get a chance to elaborate because just then a shadow formed over them and they looked up to see Giant Man come into view.

* * *

**Team 1**

Giant Man stomped into view; he looked down to see the X-men battling the Ruul Monsters as well as the Skrulls, and Kree. He lifted his foot and he brought it down on a group of Kree and Ruul effectively squishing them

Down below Captain America, Ben, and the Wasp charged forward and into battle. Cap threw his Shield hitting several Kree and Skrulls in the face knocking them down. His shield came flying back into view in time for him to catch it and block a charging Ruul. Cap struggled against the monster for a second until he used all of his strength and leverage to shove the monster to the side. He brought his shield down onto the neck of the monster knocking it out. Cap looked up to see Cyclops unleash a wide and powerful optic blast and then turned to him.

"Who are you people" Captain America asked

"We're the X-men...ask Fury he'll tell you the details…all you need to know is that we're here to help"

"Good to know" Captain America replied.

"RAHHH!" shouted a familiar voice. Cap turned to see a short man in yellow spandex with three familiar metal claws slashing a Ruul Monster. Wolverine turned to Cap and the two looked at each other for a moment, recognition on both their faces.

"Logan" Captain America whispered.

"Steve…long time no see" Wolverine replied

* * *

**Team 2: **

Rogue was flying in the air dodging fire from the Kree and the Skrulls, she flew high in the air when a Kree ship caught her in the back with a powerful hit, but thanks to her invulnerability she wasn't dead just stunned. Rogue fell through the air until she was caught by Iron Man.

"So Christmas did come early" he said slyly

"Ah bet you say that to all the girls you save" she replied with a smile

"Only the pretty ones" Iron Man replied

"BEHIND YA!" she shouted

"Yeah I see" Iron Man replied. Iron man with Rogue in his arms dodged the heavy fire he was under, but no matter how much he dodged the Kree ship wouldn't let up and it stuck with him.

"Shoot your rays at him Iron Man" she said

"I would if they actually did anything….all of my weapons so far have been ineffective against this Kree tech" he replied

"Never send a man to do a woman's job…..when Ah give the word Sugah toss me" she replied

"Are you nuts?"

"That's debatable sug, now fly upwards"

Iron Man nodded and flew upwards and the Kree ships followed suit.

"NOW!" Rogue shouted at the peak of their flight. Iron Man shifted her in his arms and he quickly turned and he tossed her at the approaching ship. Rogue held both of her hands forward and she smashed through the ship blowing it to pieces in the process. She flew out of the explosion and up towards Iron Man.

"How'd ya like that" she asked in her southern accent and with a smirk on her face.

"I think I'm in love" he replied

* * *

Johnny was flying low towards the grow throwing fireballs at everything that wasn't human. He saw Beast fighting a few Kree warriors and he was being over run slightly, he flew downwards and flung fireballs at a few of the Kree making them back up.

"Thanks for the help young man" Beast replied

"Names Human Torch by the way" Johnny said

"Well Human Torch your assistance is much appreciated" Beast responded flipping over a Skrull and kicking him in the head.

Storm was in the air directed the lighting to hit the Skrull and Kree ships but so far even nature was having no affect on their powerful shields. Storm threw a lighting bolt at a Skrull aerial fighter but it ricochet off the shield and to elsewhere, the ship kept coming and it fired a green blast of energy at Storm who didn't have enough time to Dodge. She braced herself for impact but it never came, the blast hit a blue barrier.

"You okay Ororo" came a voice beside her. Storm looked to the side to see Susan Storm turn visible

"Susan….good to see you again and yes I'm fine" she replied

"Good to see you too…although I wish it were under better circumstances"

"Agreed…these aliens are powerful….who are they"

"They are the Kree and the Skrulls they are here looking for six powerful gems….it's a long story any of your attacks working" Sue asked

"No…the only thing that seems to be affective is the wind" Storm replied

"Wind huh…..I got an idea"

"What is it?"

"Conjure up your most powerful whirlwind and suck in as many Ships as you can and I'll do the rest" Sue replied

"Cove me" Storm replied flying further up in the air.

Storm stopped her ascent when she determined she was high enough, her eyes turned white again and she held her hand in the air.

"NATURE HEED MY COMMAND! I CALL FORTH THE WHIPPING WINDS!" she yelled.

The Wind began to whirl faster and faster in the air. A whirlwind of air began to twirl and twist in the air around her. The Kree and Skrulls ships flying past tried to fly away but it was too powerful and they all ended up being sucked towards and then around Storm who was pushing her powers to the Max.

"I CALL UPON MORE WHIPPING WINDS NATURE I COMMAND YOU TO GIVE ME MORE!" she shouted. The wind whipped faster and faster. The heroes down below had to shield themselves slightly because the powerful wind.

"Damn Ro" said Wolverine as he shielded his eyes from the powerful whirlwind.

Storm directed the large Whirlwind up into the air and then she released it breathing heavily. Sue formed an invisible dome in the sky that encased all of the Kree and Skrull fighter ships sucked into the whirlwind, with all of her might she made the dome fall through the air.

The Dome fill with Kree and Skrull ships alike rocketed through the air and towards the ground.  
**BABOOOOOOOOOOOOM!** Went the sound of all the ships exploding once they hit the ground. Sue kept the dome around the exploding ships until they were all destroyed and then she released it. She dropped to a knee on her floating Shield and took in a few breaths. Storm floated down towards her breathing hard as well. They two woman glanced at each other and let out a chuckle

"We mach a great team Ororo" Sue said

"That we do" She replied

"If you ever get tired of the X-men….You're always welcomed to join our team" Sue said standing up.

"I'll keep that mind" Strom replied

* * *

**Team 3**

"Okay you guys I think that was our cue to get out asses to the Skrull Warship" said Spider-man.

"He's right we have to move now" said Mar-Vell

"Hey wait where are you guys going" asked Kitty

"To the primary Skrulll Warship….it's a long story but we have to get these gems back immediately" Spider-Man replied heading towards the Fantasti-Car along with Reed, Mar-Vell, Agent Hill, and Agent Danvers.

"How are you guys getting in" she asked

"Good Question" said Agent Hill

"If my Memory is correct there is a small exhaust on the underbelly of Queen Veranke's Warship…." Started Mar-Vell

"Exhaust…..if you guys are in a hurry going through the exhaust is gonna probably take forever…how about we go in through the front" replied Kitty

"And pray tell how do we do that child" asked Mar-Vell

"Well blue boy I'm intangible….Which means I have the ability to pass through solid objects" she replied with a smirk on her face.

"She's got my vote" Spider-man said "Get in"

"Hey Wait you don't get to say who gets to come on this mission…Only…." Agent Hill started before a thin layer of web covered her mouth.

"Sorry Agent Hill no time to argue we have a city to save…Kitty get in…Reed Let's go" he said. Agent Hill glared daggers at him while ripping the webbing off, but he paid her no mind.

Kitty smiled and ran to the Fantasti-Car, she hopped in and Reed pulled on the controls and the Fantasti-Car took to the air heading for Queen Veranke's Warship.

* * *

**Queen Veranke's Warship**

Clovak entered the Main bridge of the Queen's Warship and his eyes landed on Queen Veranke.

"My Queen…."he started before she interrupted him

"SILENCE DO YOU HAVE THE GEMS!" she roared

"Yes My Queen I have them right here he knelt before her and opened his hands and revealed to her the purple and Orange gems. The Queen stood from her throne and went towards Clovak and looked at the Gems, and her eyes scrunched up in anger.

"WHERE IS THE YELLOW GEM! WITHOUT THE YELLOW GEM WE CAN NOT REVIVE OUR KING!" she shouted at him

"My Queen I-I couldn't Ronan the Accuser showed his face and the purple gem flashed me to the ship….I apologize" he said.

The Queen raised an eyebrow at him and the gears in her mind began to turn.

"You say the purple gem activated and brought you here to our ship" she asked

"Yes my Queen"

Veranke took the purple gem and she held it up, she looked at it and as her eyes bore into the gem it began to glow.

"My Queen what are you thinking" asked Clovak

"My Love…..our King Thanos once told me the secret to these gems, but I had forgotten until you told me your story….these gems act on will, if the individual has a will powerful enough they can command the gems to do what they want" she answered. She held the glowing purple gem up, she glanced at the frozen Thanos and then she looked back at the gem.

"I QUEEN VERANKE COMMAND YOU TO BRING THE REALITY GEM TO ME NOW!" she growled. As the command left her mouth the purpled gem glowed a deep purple filling up the entire bridge.

* * *

**Avengers Mansion **

In the hole where Avengers Mansion used to be a yellow glow began to illuminate the area. From the wreckage the reality gem floated upwards and then vanished in a flash of purple.

* * *

**Queen's Warship**

**FWASH! **

Queen Veranke looked on in pure joy as the yellow Reality gem appeared before her.

"HAHAHAHAHAHA AT LAST!" she shouted taking the gem from the air and holding it up, "OUR KING SHALL BE FREE!"

**BEEP! BEEP! BEEP!** Veranke's celebration was cut short as the beeping sounded

"What is it" she growled

"MY QUEEN THESE EARTH CREATURES ARE CUNNING THEY HAVE TAKEN OUT A DOZEN OF OUR AERIEL SHIPS AND OUR GROUND FORCES ARE ALMOST DEPLETED AND THERE ARE 5 EARTH CREATURES HEADING OUR WAY AND…..AND MAR-VELL IS WITH THEM!"

"DESTROY THEM!" she replied

"WE'VE BEEN TRYING BUT THEY KEEP COMING OUR WEAPONS PASS RIGHT THROUGH THEM! OH NO! THEY ARE….." The Skrull warrior started before the Fantasti-Car phased through the screen and into the bridge.

Spider-Man, Kitty, Agent Hill, Agent Danvers, and Mar-Vell jumped out. The Skrulls on the bridge immediately sprung into action

"DEFEND THE QUEEN!" they shouted.

"What did they say" asked Kitty as she phased through a Skrull and the swept him off his feet.

"NOTHING GOOD JUST KEEP FIGHTING" shouted Spider-man delivering a knee to the face of a skrull and then firing a web out another. He swung the Skrull around and tossed him into the wall of the ship. He did a backflip avoiding a Skrull trying to tackle him from behind. He landed on the shoulders of the Skrull, he then stuck to the Skrull's shoulders and used his strength and agility to torque his body back and launch the Skrull away.

Reed was flying around in the Fantasti-Car, he pressed a few buttons on the controls and the Fantasti-Car's defense systems kicked in and he started firing inside the ships damaging the control area badly.

Queen Veranke had to duck slightly as the damage the Fantasti-Car was doing was causing her ships to spark and flames to ignite.

"BE GONE!" she shouted, and in a flash of purple Reed and the Fantasti-Car vanished.

"REED!" shouted Spider-man

* * *

**Outside: Down Below**

Reed and the Fantasi-Car re-appeared down below. Reed looked around in shock to see that he was outside again

"NO!" he shouted his eyes darting upwards towards the Queen's Ship were the others were.

"REED! WHAT THE HECK ARE YOU DOING OUT HERE!" asked Ben as he came stomping over.

"I was transported back outside by what I assumed to be the power of one of the gems….I have to get back in the there, the others are in there…Get in Ben" he said.

Ben nodded his head and jumped into the Fantasti-Car. Reed hit the 4 emblem on his chest activating the comm system, "Sue, Johnny come to me now I need help" he said.

* * *

**Inside the Queen's Ship**

"This plan was bullshit…there's too many" said Agent Hill shooting at the Skrulls, luckily these Skrulls did not have on battle armor so her weapons were damaging them but there were still too many.

"It's not like we had any other plan" responded Agent Danvers firing her own weapon. She shot another Skrull and then glanced at Mar-Vell who was confronting Veranke.

"Veranke…..we meet again" said Mar-Vell

"But this time… it is I that holds all of the power you filth I have the REALITY GEM!"

Mar-Vell's eyes widen but before he could do anything a spark of blue electricity happened and Ronan appeared. He slammed his Hammer down onto the floor of the ships and a wave of energy erupted and knocked everyone back and blew out the view screen in the Skrull warship creating a giant hole and allowing a vacuum of wind inside the ship, sucking everything out. Spider-man stuck to the ground.

"AHHHH!" shouted Kitty as she felt herself being pulled towards the hole in the ship, Spider-man grabbed her as she passed him and he pulled her towards his body.

"HOLD ON!" he shouted over the wind

"IT'S NOT LIKE I HAVE A CHOICE" she responded. Agent Danvers and Agent Hill each grabbed onto something that was welded down in the Skrull Warship and they were hanging on for dear life.

* * *

Ronan stood up and he faced down Veranke and Mar-Vell. They were the only three in the ship that were unaffected mostly because they were further away from the hole in the ship. The three stood there for a second staring each other down before Ronan's voice broke the silence.

"Ah…all of my enemies in one convenient location…The Supreme Intelligence shall be most pleased when I not only bring them the infinity gems, but also the head of the Skrull Queen and the Kree's most notorious traitor"

"Think again Ronan we posses the space and Time gem" she said

"But I posses the Power gem" he replied holding up his hand so they could see the gem.

'_Dammit'_ thought Mar-Vell seeing the gem.

"Did I also mention that we have the REALITY GEM AS WELL!" shouted Veranke as she turned to the statue of Thanos, "GEM I COMMAND YOU TO FREE THANOS!" she yelled

"NO!" shouted Mar-Vell tackling her to the ground. The yellow gem fell from her grasp and bounced towards Thanos, it glowed a deep yellow and a beam of yellow energy flew and hit Thanos directly in the chest.

'_Spider sense' _Thought Spider-man, he turned his head towards the three and he saw a yellow beam hit a rather large stone statue. The statue started to glow for a second before the stone covering the person inside began to crumble and break apart. More and more stone began to crumble off and then it suddenly shattered as the person inside flexed bursting the remaining stone everywhere.

"**I LIVE AGAIN!" **the deep baritone voice of Thanos shouted in joy. Spider-man's eyes widen as he got a look at Thanos. He was about 7'0ft tall with an imposing muscular build, he had red eyes, and purple skin, he also had a chin that was similar to the corrugated ones the Skrulls had. He was wearing a strange form fitting blue and gold outfit.

_'I'm guessing…that's Thanos'_ he thought looking at him.

"My King…..I have missed you" said Queen Veranke from on the ground. Thanos turned his menacing red eyes towards his Queen.

"**My Queen how long has it been since I've been trapped**"

"The life cycle has been great my King 400 thousand life cycles"

Thanos heaved a breath and then looked down and saw the yellow gem.

"DON"T EVEN THINK ABOUT IT THANOS!" shouted Ronan the Accuser breaking out of his stupor.

"**Ah Ronan….how you've grown, I remember the last I saw you….you were beneath my foot begging for your life HAHAHAHAHA**"

"I did not beg Thanos" Ronan growled in anger gripping his Hammer tightly

"**Right…is that what you tell your people that you didn't beg, well it's okay Ronan it will be our little secret**" Thanos taunted.

"I WILL KILL YOU!" yelled Ronan Jumping in the air with his hammer raised and cosmic energy flailing everywhere along with the glowing red gem. His anger guided his actions, he wanted to bash Thanos' head in head. Thanos stood thee with a calm look upon his face and he saw Ronan approach him.

Queen Veranke looked on in horror.

'_He does not realize'_ she thought, she held up her hand and Thanos vanished in a flash of purple. Thanos' sudden disappearing caused Ronan to hit nothing but air. Veranke vanished in a flash of purple as well. The King and Queen both reappeared next to her throne.

* * *

"My King Ronan is powered by the Red Gem"

Thanos eyes rose slightly at her comment

"**My Queen you saved me….I knew I picked right when I chose you to be my bride**" he said grabbing her chin affectionately.

"Yes you did" she stated, she then held up the purple gem, "Take it my King"

Thanos grinned and grin and he took the purple gem from her hand and held it up, he turned his left hand over to reveal 5 oblong shaped holes in his glove. One of the holes already had a gem inside and it was the green gem which held the power over the soul. He placed the purple gem in one of the holes and it began to glow purple.

"**YES! I FEEL IT"S POWER!"** He said overjoyed, he glanced down at the glowing purple gem, **"BRING ME YOUR BROTHERS AND SISTERS BRING THEM TO ME NOW!"** he commanded with his iron will.

The purple gem gave a deep glow and then in each one of the holes a different gem appeared in a flash of purple, first it was the orange, then the yellow, next the blue gem appeared and then finally the red gem. All six infinity gems were now in the possession of Thanos.

"**I HAVE THE POWER OF INFINITY!"** Thanos boasted.

Ronan looked down at his hand to see that hand to see his red gem hand disappeared, his eyes traveled towards the bright colors that were now coming from Thanos' left hand.

'_He has them all…..NO! I DON"T CARE I WILL KILL HIM!'_ Ronan shouted in his mind. He gripped his hammer as tightly as he could and he ran forwards again.

Thanos turned to Ronan who was flying towards him, he stood his ground and effortlessly backhanded him. Ronan felt like a ragdoll as he was thrown backwards and out of the Warship

* * *

The Fantasti-Car was flying through the air with the Fantastic Four inside; they were flying towards the Queen's Warship.

"REED LOOK OUT" shouted Ben. Reed swerved out of the way of a body being flung out of the Warship. They turned to see that it was none other than Ronan the Accuser.

* * *

Veranke was laughing at how easily her King had disposed of Ronan, but during her fit of laughter her eyes landed on Mar-Vell who was staring up at them in shock and seeing him, her laughing immediately stopped.

"My King….the Filth Mar-Vell" she said in a snarl.

Thanos turned his eyes to Mar-Vell and his red eyes narrowed in anger.

"**Mar-Vell….it has been too long…"**

"Not long enough" he replied

"**Hmph….the last we met you trapped me in stone ….and now I shall do the same to you**" said Thanos holding up his hand. The yellow gem glowed a deep yellow hue.

Mar-Vell felt the weirdest sensation flow through his body, he looked down at his feet and as they started to turn to stone.

"NO!" he shouted trying to move but his stone feet prevent him from moving an inch. The process of him turning stone continued all the way up to his knees, and then his thighs. Mar-Vell was panicking; he could feel his body going numb and unmoving. He turned his head and his eyes found Carol's who was still holding onto a chair for dear life. They held each other's eyes.

"I love you" he whispered ever so quietly, but she heard him loud and clear, a small smile appeared on Mar-Vell's face just as his entire head turned to stone.

Thanos and Veranke walked towards the frozen Mar-Vell.

"**Now I will finish the job**" he said before raising his massive fist and slamming it into the stone Mar-Vell. The force behind Thanos' strike shattered the stone statue, bursting it into pieces.

"NOOOOOOOOOOOOO!" screamed Agent Danvers as she saw Mar-Vell being smashed to a million pieces.

Thanos and Veranke laughed loudly seeing their most hated enemy destroyed; as they were laughing Thanos raised the hand in the air with the infinity gems.

"**AND NOW MY QUEEN I SHALL DO WHAT I PROMISED….. I SHALL RESHAPE ALL OF REALITY!"** he shouted. The Infinity Gems glowed widely filling the whole bridge up with its colorful light show.

'_Spider-sense'_ thought Spider-man, he had witnessed the whole thing as well and he heard Thanos' plan, _'Time to go'_

"Kitty grab onto my neck" he said to her, she nodded her head and wrapped her arms around his neck. Spider-Man let go and the wind started to suck to him out of the ship, but before he went out he shot one web at Agent Danvers and he shot another web at Agent Hill and he pulled on both of them. The small group of heroes were sucked out of the hole in the Skrull Warship and proceed to fall through the sky.

From Thanos' raised hand a yellow dome formed around him and began to expand.

* * *

**Outside**

"REED LOOK!" said Sue.

"I see them Sue" he replied. Reed directed the Fantasti-Car towards the falling Spider-man, Kitty, Agent Hill and Agent Danvers. As they neared them Sue concentrated and an invisible shield formed under them and safely brought them towards the Fantasti-Car.

"Are you guys alright" asked Johnny once they landed inside the car.

"NO WE'RE NOT REED GET US OUT OF HERE NOW!" shouted Spider-Man

"What happened where is Mar-Vell?" he asked

"He's dead" Agent Hill replied

"WHAT!"

"REED LISTEN TO ME GET US THE HELL OUT OF HERE THANOS IS FREE AND HE'S GOT ALL SIX GEMS AND HE'S RESHAPING ALL OF REALITY!" yelled Spider-man pointing upwards. The Fantastic Four looked up to see an expanding yellow dome of energy emerging from the Warship at a fast pace.

Reed twisted the controls and the Fantasti-Car swerved in the air and flew away. Spider-Man turned around to see that the dome of yellow energy was now quickly expanding, growing larger and large engulfing everything in it's path.

"NO! THE X-MEN!" shouted Kitty as she saw the dome engulf her friends down below. The X-men were caught the expansion as well as the Avengers, Shield Agents and civilians. Along with the Earth's heroes all of the Kree warriors and ships were swept into the dome of yellow energy.

"WE CAN'T HELP THEM NOW!" Spider-man replied looking on as well, _'Aunt May' _he thought.

"Reed where can we go to escape Thanos reshaping all of our reality" asked Sue as she saw the dome of energy, it was starting to gain speed and was gaining on them.

"We'll have to go outside our reality Sue…outside our Dimension completely" he replied quickly as he pressed a few buttons on the Fantasti-Car.

"Wait…outside our dimension" chimed Agent Hill

"Yes…we have to go inside the Negative Zone, it's the only way…..I'm remotely activating it now" Reed said.

"But Reed we haven't explored it yet we don't know what's in there" came Johnny's voice.

"Well it looks like we'll be finding out today Johnny" said Spider-man, "REED we need more speed"

"It's at full power Spider-Man" Reed replied over his shoulder.

"Holy Crap" whispered Ben as the Dome of energy began to expand over all of New York, "Our home….." he whispered.

"THERE'S THE BAXTER BUILDING!" yelled Reed. He flew the Fantasti-Car towards their open balcony and into the lab.

* * *

"JOHNNY!" a voice shouted out. Spider-man and Johnny looked out of the car and saw a familiar face.

"GWEN!" they both shouted, but it was too late she was caught in the yellow dome, "NOOOOOOO" they both yelled.

Reed flew the Fantasti-Car towards the Negative Zone opening, "COMPUTER ACTIVATE FILTER!" he shouted.

The curved poles gave a hum and started to glow, a purple spark happened in front of the Negative Zone opening, just as the Fantasti-Car flew through and entered the Negative Zone, the doors closed shut behind them, just as the yellow dome passed over the doorway.

The yellow dome kept expanding and growing and growing all across New York, then the remaining US, Canada, Mexico, South America, Europe, Asia, Australia, everything was ensnared in the yellow dome energy, the entire planet Earth had been engulfed by the power of the yellow infinity gem.

* * *

**Negative Zone**

Silent and empty red space stretched on for miles and miles inside the Negative Zone, there were no landmass, native inhabitants or anything of the sort, just open Red Space. The silence that was then Negative Zone was broken as Fantasti-Car came to a sudden stop. The heroes inside of the Fantasti-Car all released a breath that they had been holding as they narrowly escaped being sucked into Thanos' reshaped reality.

"Reed…" started Sue, before being interrupted by Johnny

"REED WE HAVE TO GO BACK GWEN IS OUT THERE!" he shouted. Reed looked at the Fantasti-Car computer and his eyes widen.

"We…..We can't go back" he said

"What" Johnny replied "Why Not?"

"Because…..there is nothing to go back to" he responded.

"Huh….can you please elaborate more on that Dr. Richards" said Spider-Man

"The computer isn't picking up anything on the other side, its not picking up the Baxter Building….Thanos was reshaping reality….that means there probably was never a Baxter Building to begin with….. which means no Negative Zone discovery" he replied with raised eyebrows.

"Wait….. if there is no Baxter Building that…..You mean we're stuck here" asked Agent Hill.

"Uh Guys" said Ben

"How are we gonna get out of here…. we can't be stuck here!" said Johnny angrily.

"I know Johnny I know…I'm trying to think of something now" replied Reed putting his hands to his head trying to force himself to think of a way out of their current predicament.

"Uh Guys" said Ben again

"Think Faster Reed I have to get back to Gwen"

"Reed does the Fantasti-Car have the power to open a portal to the other side" asked Spider-man who also desperately wanted to get back to the other side to not only save Gwen but Aunt May and the rest of New York.

"No there's not enough power for that"

"Uh guys" said Kitty, she and Ben were standing next to each other staring up at something.

"Reed Could you possibly draw power from the Negative Zone itself" asked Sue looking at the Fantasti-Car computer.

"I could try but…" he started.

"HEY GUYS!" shouted Ben and Kitty at the same time.

"What is it!" Reed responded turning to them.

"Why don't we ask this guy for help" said Ben pointing upwards. Reed, Sue, Johnny, Agent Hill, a deathly silent Agent Danvers, and Spider-Man looked up.

"O….Kay" went Spider-man. He couldn't believe what his eyes were seeing.

Floating a few feet above the heroes was an ethereal being; he had a rather large bald head, tan skin, and white glowing eyes. He was garbed in a white and blue toga outfit, that had a long blue cape flowing behind him and a large gold amulet in the center of his chest, inside the amulet was an eye.

"Greeting Heroes…..I am Uatu….but throughout the cosmos I am known as: **The Watcher**…."

* * *

**End Chapter. Read and Review: **** Hey Readers it's me Nomad88 back again with the closing comments... Whew! What did I tell you, I told you the action would be revved up, and guess what even more action is coming your way in the next chapter. I hope you all enjoyed the second part to the massive Kree-Skrull War. You saw our heroes try their best to get the Infinity gems but alas they couldn't and now the gems are in the hands of the evil Thanos who has reshaped all of reality, now I bet you're asking yourself how are they going to get out of this one, well my loyal readers you'll have to meet me back here next time for the next exciting chapter to find out. Again I hope you all enjoyed the action, remember to leave a Review telling me what you thought, was it Epic like I promised or was it weak, if you have any burning questions that you are dying to have answered just leave your question in the review or send me a message and I'll get back to you ASAP I promise. This is Nomad88 saying until next time….**

**Ps: Batman Beyond is almost finished, as is the next chapter in Secret Warrior: Spider-Man, I thank all of you for being as patient as you have been, this is me saying Later…**

**Next up: The Kree, The Skrulls, and a War part 3**


	45. The Kree, The Skrulls, and a War part 3

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, in fact ALL CREDIT, goes directly to STAN LEE, MARVEL, and of course DISNEY. They are the owners not me, again THEY ARE THE OWNERS, not me, no money is being made off of this story, no money is being exchanged or handed to me or anyone. So having said that I ask politely please do not sue me….I have no money, really I don't, none…okay…On with the story**

**Hello Readers and welcome back, I am Nomad88 and I'm bring you the 3****rd**** and final part to the Kree-Skrull War epic. I hope everyone has been enjoying this particular arc because it is an arc that I've wanting to get to. So having said that the only thing left to say is Read, Review (A Writer's Fuel), and of course Enjoy…**

* * *

**The Kree, The Skrulls, and a War part 3**

**Negative Zone**

"Greeting Heroes…..I am Uatu….but throughout the cosmos I am known as: **The Watcher**"

The Ethereal being Uatu floated down towards the heroes in the Fantasti-Car until he was right beside them, towering over them, The Watcher had to be about 25ft tall. The stunned heroes could do nothing but stare up at him.

"Okay….let's uh….recap shall we…..our world has been reshaped, we're stuck in the negative zone and oh... there's a guy wearing a toga and a cape floating next to us….and he's calling himself the Watcher" stated Spider-man with his eyes still glued on Uatu.

"Yeah...…you pretty much summed it up" replied Kitty.

"R-Reed…what do you make of this" asked Sue,

"Susan right now I'm stunned beyond all rational thought" Reed replied staring upwards as well, he suddenly stretched the top half of his body upwards and towards the Watcher's face, inspecting him with a curious eye. The Watcher took notice of Reed but did not show any concern.

"If I gave anyone the impression that I was calm and collected I apologize…..I'm officially freaking out" said Johnny.

"Are you friend or foe" asked Agent Hill

"A friend" he replied

"That's a relief…..we don't need another fight on our hands" said Ben letting out a breath

"No Benjamin I am above such things" he replied

"Excuse me…Watcher….since you're not here to fight us….why are you here and how do you know our names" asked Sue.

"I know each of you because I am part of a collective that simply Watches things that progress in the Universe…..I Watch over earth and this section of the Galaxy" he said

"Creepy" stated Spider-man

"I am here Susan Storm because the 8 of you are the last hope of the entire Universe. The Collective I am part of are beings who have sworn to never interfere with the lives of the sentient beings we watch over but, Thanos poses a threat greater than the oath my people and I took billions of years ago. He has the infinity gems"

"Uatu…I know these gems are powerful…I mean I experienced them first hand…..but just how powerful are they to make someone such as yourself break a billion year oath" asked Spider-man.

"Spider-man the Universe is home to dozens of powerful cosmic beings that have enough power to eliminate suns, and entire galaxies, and yet they all tremble in fear of the Infinity gems" the Watcher responded.

"Where the hell did these gems come from" asked Agent Hill looking up at the Watcher.

"Behold the origin of the Infinity gems" he said waving his arm.

The endless open red space of the Negative Zone began to shift and transform into the black open area of outer space filled with bright twinkling stars. The gathered Heroes looked all around as they found themselves in outer space, their eyes darted all around until they each looked up at a bright and gargantuan glowing being. The being had a human outline shape but the inside of its body was filled with glowing blue light. The heroes stared at the being and a strange feeling washed over them, like they knew this being and they knew it very well.

"Is that….Is that God" asked Kitty staring at the alluring blue light the being was giving off.

"You could call it that if you want it is responsible for some of creation but not all of creation"

"What is it" asked Spider-man

"One of the most powerful omnipotent beings in Existence, this being was here before creation began, so as a result it is connected to everything, but at the same time isolated from everything. One day this omnipotent being grew tired of being isolated….tired of being lonely…." started the Watcher.

Everyone's eyes widen as the floating being began to shrink, its human shaped formed started to disappear, and gave way to big glowing ball of light in the blackness of space.

"In an attempt to reconnect itself to the life forms in the ever expanding Universe, this powerful being split itself into 6 gems" The Watcher continued.

The glowing ball of light began to shrink even more and while it was shrinking it started to split into six separate oblong shaped gems. The gems continued to glow the alluring blue light for a few more seconds until it stopped and all that was left were six familiar looking gems.

"The infinity gems then thrusted themselves out into the universe" The Watcher finished.

The six gems suddenly started to move further and further away from each other until they rocketed off into the vastness of space.

"There was an unintended consequence of this being separating itself, it did not anticipate that by separate itself a faucet of its power would be trapped inside the gems" he continued. The Watcher then waved his hand as the area shifted again and they were back in the familiar open red space of the Negative Zone.

"So whoever has possession of the infinity gems has the power of one of the most powerful omnipotent beings in all of existence" said Spider-man

"Tell us something we don't know pal" came Ben's voice.

"Behold the rest of the story" the Watcher said waving his hand once more. The scenery changed once again but this time it shifted and changed to an all white space. The heroes turned to the right and their eyes landed on six individuals of various sizes but each were taller than the Watcher and themselves. The six individuals were standing around in a circle.

Spider-man's eyes darted between each of them.

"Who are they" he asked the Watcher.

"The Elders of the Universe….there are others but these are the most powerful, the most scientifically advanced and the only six to posses the last remnant of the Power Primordial" he answered

"The Power Primordial" Reed repeated retracting himself to his regular size.

"The Power Primordial is the energy that powered the Big Bang" he answered.

Reed's eyes widen and then turned back to the Elders.

"This is most…..most fascinating" he said to himself he glanced down at the Fantasti-Car and he pressed a blue button, which caused the computer to beep.

"Recording has been activated Dr. Richards" a soft voice said. The Watcher pointed to the nearest Elder.

"The Elders are Runner…."

Runner was a being that looked to be made out of pure gold. He had golden wavy hair, golden eyes, and golden skin and he also possessed a lean muscular build.

"Gardener"

Gardener was a being that had long gray hair and a thick gray beard going around his face. He had tan skin and glowing white eyes, he was wearing a white robe, with a red cape going around his neck and down his back and he had a long curved red cane.

"Champion"

Champion was perhaps the tallest of Elders, he had long red hair, silver eyes, and a chalk white skin complexion. He had a powerful muscular build which was seen through the blue and red outfit he was wearing.

"Contemplator"

The Contemplator was the shortest of the group of Elders, he was bald, had kind blue eyes, a light tan complexion and he was portly. He was wearing a red scarf around his neck, golden bands around his wrist; too short red shorts and gold boots.

"The Collector"

The Collector was an elderly looking man with wrinkly beige skin, wild white hair, and glowing white eyes. For a man his age he had a muscular build, with a purple outfit and a blue cape flowing behind him.

"And finally Grandmaster…the de facto leader of the Elders" finished the Watcher.

Grandmaster was the second tallest out of the group of Elders; he had blue skin, white hair, and red eyes. He had a lanky build to him and he was wearing a long yellow outfit, with yellow gloves, and yellow shoes.

The six Elders of the Universe were looking at each other, talking in a language that none of the heroes could understand, but from the frowns on their faces and a few of the Elders shouting at each other they could tell that whatever they were talking about was not good.

"They….They look like they're arguing" said Kitty turning to the Watcher.

"You are correct Ms. Pryde….The Elders are arguing" he replied.

"About what" asked Agent Danvers speaking for the first time. Spider-man glanced at her and saw that she had a stoic expression on her face, but he knew on the inside she was hurting.

"The sudden shift in Power of course Carol Danvers. The sudden separation of one of the most powerful beings in existence was felt across the Universe by just about ever cosmic being. The Elders are arguing on what do about the problem of the infinity gems granting the user the power of an omnipotent being"

"You mean they're afraid of what that means for them" said Spider-man "They're afraid someone in the Universe will discover the secret power of the Infinity gems…."

"And try to over power them" finished Sue

"Oh My God….They're panicking" said Johnny looking at the arguing Elders of the Universe.

"All of you are correct…..the Elders became terrified of the idea of being overpowered…they enjoyed their position of power and would never give it up" he replied.

"Uh Oh…I don't like where this is going" came Ben's voice, "People tend to do crazy things when they panic"

The Elders of the Universe stopped their arguing and their eyes darted between each other, they each then nodded their heads and raised their hands. A green beam of energy erupted from their outstretched hands and into the center of their circle. The heroes in the Fantasti-Car shielded their eyes from the bright display of power.

"What are they doing" asked Agent Hill. The Watcher didn't reply he just continued to gaze up the Elders.

Spider-man was shielding his eyes also but he began to lower his hand so he could see what was going on, he squinted his eyes but even though he was doing that he was able to make out something forming in the middle of their beam of energy.

"What is that" he asked lowering his arm even more trying to get a better look. The Elders soon stopped their beams of cosmic energy and lowered their hands. The Watcher waved his hand and the illusion of the Elders and their circle drifted towards the Fantasti-Car. The Heroes were then shown what the hovering object was; it had the appearance of a small curved looking metallic hand held device.

"Behold the Universes most devastating weapon…..The Ultimate Nullifier" said The Watcher, "It has the combined powers of the Elders, and a fraction of their remaining Power Primordial energy….this weapon is the only weapon known in existence that can help you against the Infinity Gems"

"Will the Ultimate Nullifier destroy the gems" asked Reed

"No…nothing can destroy the Gems Dr. Richards…..but using the Ultimate Nullifier on the Gems will temporarily disable them giving you enough time to remove them from Thanos" he replied

"Great….so how do we get the Ultimate Nullifier….do we have to ask the Elders or do you have it" asked Agent Hill

"No to both questions…..The Ultimate Nullifier was stolen" he said

"Of course….this just keeps getting better" Johnny commented "Who took it" he asked

"The power of the Ultimate Nullifier was felt across the Universe as well and it was stolen by one of the oldest and powerful and difficult to deal with cosmic beings. He is known by many names: The World Eater, the Devourer of Worlds; but his true name is: **Galactus**"

The Watcher waved his hand once more and the scenery changed back into that of the Negative Zone, he then held up his hand in front of the gathered heroes and from out of his hand an image of Galactus emerged.

They looked at the image and saw that Galactus was a man that was garbed in a purple and blue mechanical looking suit, he had square red eyes, and an odd intricate looking helmet on his head.

"He doesn't look so tough" Johnny commented.

"Yeah well neither do you Flame brain…..but looks can be deceiving" Ben replied glancing at his teammate.

"Okay so this Galactus guy stole the Nullifier…..Why can't the Elders get it back from him or something…..I mean they are the most powerful why not destroy him and be done with it" asked Kitty.

"Because Ms. Pryde…the Universe has a certain balance to it, every cosmic being has a responsibility, has a certain role to play in the scheme of things and Galactus plays a significant role, if the Elders were to kill him then a central piece to an intricate puzzle would be missing and an Unspeakable evil would be unleashed upon us all...not even the Ultimate Nullifier would be enough to quell this evil"

"Oh" she replied

"Okay so….what you're telling us is this" started Spider-man "We have to find this powerful cosmic being named Galactus and steal back the Ultimate Nullifier and use it on Thanos"

"Correct Spider-man…..this is not an easy mission but it is the one you heroes have been presented with, you must stop Thanos immediately. If you do not stop him his hunger for more power will continue to grow and grow until he has everything under his control and once that happens others will try to stop him and another war will breakout but only this war will consume all of existence destroying everything and everyone"

"Great no Pressure" said Johnny.

"Just one problem we're stuck in the negative zone" said Agent Hill

"And we don't know where to find this Galactus" chimed Agent Danvers.

"I will provide you the means to get to him" said the Watcher "Right now he is in a distant part of the Galaxy preparing to consume the planet Arudas IV"

"When you say consume do you literally mean….. eat" asked Kitty

"Yes" he replied

"And the Elders let him do that!" she exclaimed

"It is as I said Ms. Pryde….Balance. Galactus needs to feed to keep his power, but the type of energy he needs to feed on can only be found within the core of a Planet"

"That's sick" Spider-man replied

"The way of the Universe" The Watcher replied, "Prepare yourselves for transport Heroes…we have no time to waste" he said before closing his eyes and vanishing. Reed pressed another set of buttons on the Fantasti-Car computer and a dome covered them.

"Where did he…." started Johnny before they disappeared as well.

* * *

**Earth: The New Skrull Throneworld**

The human world Earth was no more; the once clear blue sky had been replaced with a light green sky and dark gray clouds. The human populace that was once the dominant species of the planet had been replaced, and now the Skrulls reigned supreme. While for a few heroes such as: Spider-man and the Fantastic Four the earth had only been transformed for a few minutes but for the rest of the heroes and human race, it had been six months since Thanos took over. For the past 6 months the Skrulls have been everywhere. All around the world, through every nook and cranny of the planet earth, the Skrulls were in control. All of the major cities had been transformed to look more like the cities on the Skrulls' original homeworld. The high rise buildings that used to adorn the major cities were now transformed to look more rural and rustic, but were scientifically advanced at the same time. The streets were no longer paved with cement but a strange type of metal that hovering vehicles rode by on. Thanos had completely reshaped the world into the image of paradise for the Skrulls. The humans on the planet were now reduced to servants, servants to their overlords the Skrulls. The humans were treated terribly, the men and women wore dirty rags, basically the bare minimum of clothing, they were feed scraps, used for hard labor and for entertainment purposes, but while the humans were treated terribly they were nowhere near treated as cruel as the Kree. The hatred the Skrulls had for the Kree were made abundantly clear, to everyone. Not a day went by in the new world order that a Kree wasn't killed in the cruelest of ways. Whether it be death by violent beatings, or firing squads, but perhaps the most violent way the Kree were killed were in the death games.

The Death games were violent fights to the death between warriors. The warriors could be from either the Kree, the Skrulls, or the humans. They were pitted against each other and they all fought to the death, most of the time the odds were stacked against the Kree and the humans allowing the Skrulls to win most of the deathmatches, but sometimes the odds didn't matter and an occasionally a Kree or a human would win. The games were held in the capital city of the entire Skrull World: Thanos City. Every Skrull on the planet was in tune with the city because that's where their King and Queen resided.

* * *

**Thanos City**

Perhaps the vastest city on the planet was Thanos City; it alone housed the most Skrulls, Kree, and Humans. The streets were littered with Skrulls who were all going about their daily duties. In the heart of the City was the Palace, the home to the King and Queen and it was the place where the arena for the deathmatches took place.

* * *

**Palace: Royal Quarters**

Queen Veranke opened her eyes and the first thing she saw was an empty spot next to her. She felt the spot and felt that it was still slightly warm. Sitting up she turned her head to the left to see her husband Thanos ruler of the New Skrull World standing on the balcony overlooking his city. He had his hands behind his back and she could see the Infinity Gems sparkling lightly from the gauntlet on his left hand. The Queen pushed herself up from her bed and made her way over to him.

"Gooding Morning my King" she whispered into his ear.

Thanos took in a deep breathe and he directed his red eyes to Veranke.

"**Magnificent…..aren't they**" he said turning his eyes back to city.

"Ah Yes…the Skrulls taking there rightful place on top…..you have brought peace to a war that has ravaged our civilization for generations" she said to him.

"**I'm not talking about the Skrulls Veranke….I'm talking about the Infinity Gems**" he replied holding up his left hand.

"Yes, they are…..but what shall we do now my love….we have defeated the Kree that followed us to this distant planet but what about the Supreme Intelligence….no doubt they will send more Kree to investigate" she commented. Thanos glanced at her again, before turning back to the city.

"**Do you think this is news to me my Queen? I have already thought about the Supreme Intelligence and the rest of the Kree, and I've decided that they are beneath my attention**" he replied

"What?" she replied in confusion

"**My Queen, I have the infinity gems…..six of the most powerful objects in all of existence…in the grand scheme of things the Kree are ants….ants that I can dispose of at anytime**"

"But my King….you promised that you would destroy all of them for us" she replied

"**No. I promised that the Skrulls will reign supreme…..and you do…this world is your new home and the Skrulls reign supreme, but now that I have kept my word it is time for me to accomplish my own ends**"

"And what end is that…My King" Veranke asked with slightly narrowed eyes.

"**Why to rule the Universe my dear…..now that I have the gems I can acquire the other artifacts scattered across the Universe and add them to my collection, thus making me the most powerful being in existence"** he said with a smile, "**I shall ruler over everyone and everything in the Universe…and they will all call me GOD"** he continued.

Veranke looked at him at the smile that was on his face.

"Tell me my King…..When you rule over everything….you'll need a Queen won't you" she asked leaning closer to him.

Thanos turned to her fully and looked into her eyes.

"**But of course I will…I will need an heir won't I**" he replied leaning down and bringing his lips to hers. After breaking apart she looked at him.

"What are we waiting for…..let us take control of the Universe now" she said

"**Hahahahahaha….We will my Queen we will but first I'm in the mood for a little entertainment…..sound the horns for the games**" he replied turning back to the City.

"Yes My King" she replied turning away from him and walking off.

Thanos held up his left hand and his red eyes bore into the six gems, which started to glow their respective colors.

"**The Power of Infinity….All will bow before me**" he said balling up his fist, he thrusted his hand in the air and the sky started to flash between: Red, Purple, Yellow, Green, Blue, and Orange. The Skrulls below the palace stopped what they were doing and directed their eyes to the sky.

"THANOS! THANOS! THANOS! THANOS!" they cheered.

* * *

**Forest of Thanos City**

On surrounding perimeter of Thanos City there was a thick and luscious forest that stretched on for miles. Sitting on one of the limbs in one of the largest trees in the forest was Rick Jones. He was garbed in a ripped dark green and black outfit and he had a Skrull weapon strapped across his back. He took the binoculars off of his eyes and he looked up into the flashing colorful sky.

"My God' he whispered. The colorful light show only lasted for a few seconds and once it stopped a loud horn could be heard coming from the city.

**BRRRRRRRNNNNNNN BRRRRRRRRRN! **Went the horn. Rick put the binoculars into a pouch on his waist and he proceeded to climb down the tree he was in. In a matter of seconds he was down the tree and he was running down a beat up and worn down path that led deeper and deeper into the forest.

Rick kept running until he came to a rocky hillside. He looked around and then he slammed his hand onto a section of the hillside three times in an odd pattern.

**RUMBLE!** The section that he banged on slid back and to the left to reveal an opening. Rick quickly went inside the opening and the secret entrance closed behind him.

* * *

**Underground Lair **

Rick ran past a few guards that were standing at the main entrance of the underground lair, and he continued to go deeper.

The secret Lair was the home to the last remaining free humans. A bunch of them were able to escape the work camps that the Skrulls had set up for them. Most of the humans were just ordinary civilians but a few of them were Shield Agents. Rick ran past a group of refugees and towards a metal door. He knocked on the door and then went inside.

* * *

**War Room**

"Colonel Fury….The games are starting" he said.

Inside the War Room were several key figures. Colonel Nick Fury, who was wearing an outfit similar to Rick's, Agent Sharon Carter, and Tony Stark aka Iron Man.

"Good work kid….alright people the time has come for us to make our final stand against Thanos…Stark how are we looking on weapons" he asked

"Well I was able put together a few explosives from the Skrull technology that we stole from the convoy….it should do the trick to cripple the Palace…if my math is right…..and its always right" Tony replied

"Good….anything else …" the Colonel asked.

"I've also managed to put together a few weapons from the Kree tech that each of the squads can use, but as for how long it's gonna last…..I can't say the tech was badly damaged and I did what I could" he replied letting out a sigh and rubbing his long dark messy hair.

"How is Iron Man Looking?" asked Agent Carter

"The armor I put together is low tech but it should do the job …" Tony started before being interrupted by Rick.

"So what" he said causing everyone to turn to him, "So what if we have all of this tech stuff….and…..and so what if we free the other Avengers….Thanos has those damn gems….he's too powerful…I just saw him light up the sky….no matter what plan we come up with we're gonna lose" he said angrily to the gathered bunch. The adults looked at each other and a solemn looked passed over each of their faces, before it was replaced by a look of determination

"We know" Colonel Fury replied

"YOU KNOW!" Rick exclaimed "You know we're gonna lose but you're choosing to fight anyway…..why" he asked

"It's called Hope kid" Tony said "We know we're fighting an uphill battle but we can't lose hope that there might be a slim chance for us to win"

"And it's not like we can stay here either" chimed Agent Carter "We have no more food, no more water…..this is literally our last stand" she continued.

"What are you gonna tell those people out their…..are you going to say hey well we had a good run but it's over we're about to go marching to our death do you wanna come" he asked.

"No" Colonel Fury replied quickly "I'm going to go out there and say to them what I'm about to say to you. You have two choices: You can either fight and die on your feet or you surrender and die laying down….the choice is yours" he replied boring into Rick's eyes.

"…." Rick didn't say anything; he simply looked between the gathered heroes and saw that they had already made their decision. Each knew that they were going to lose but would rather die than endure the rule of Thanos another day.

Rick looked down at the ground conflicted on the one hand he wanted to be heroic like the people in front of him, but at the same time he scared out of his mind. He didn't know what to say but then he thought his hero Captain America.

'_What would Cap do'_ he thought to himself and the choice became abundantly clear. He let out a sigh and then looked back up at Colonel Fury with determination filled in his eyes.

"I choose…to fight" he replied

"Good choice…gear up….With the games going on this is our prime time to enter the palace dungeons" said Colonel Fury, "Alright people we have our plan let's get too it" he continued.

* * *

**Asgard**

Thor the God of Thunder made his way away from the beautiful and golden kingdom of Asgard. His brother Loki had once again caused mischief in the human world and it was up to him to stop him, but only when went to confront his brother he had ambushed him and he was dragged to Hel by Hela, but after beating back the both of them he proceeded to make his way back to the human world to help our his friends.

Thor was walking across Bifrost the Rainbow Bridge, and towards the transporter that would take him back to Midgard. He reached the end of the Bridge and came face to face with the keeper of the transporter the all seeing Heimdall. Heimdall was the Norse God of Vigilance, he stood at 7'2 garbed in golden armor and he had a long and intimidating looking sword in his hands. Through the armor a few of his features could be made out such as his: dark skin, black hair, his black goatee and yellow reddish eyes.

"Greetings Heimdall" came Thor's voice.

"Greetings Odinson going somewhere" Heimdall replied

"Yes back to Midgard to help my friends"

"I'm sorry Odinson but Midgard is no more" he replied

"What!" Thor exclaimed

"The reality has been shifted and is being blocked I can not see nor can I access Midgard" Heimdall said.

"Impossible"

"Someone is using a powerful artifact….you must consult Odin to find out exactly which artifact…..I will continue to try to access the portal, but for now you are going no where" Heimdall replied.

Thor quickly winded his arm and then threw his hammer, thanks to the strap that was around his wrist he was dragged along with his hammer. Thor sailed across the Rainbow Bridge and back into Asgard to consult his father the mighty Odin.

* * *

**Space- 90 thousand Quadrants Away**

"…..go" finished Johnny but as the words left his mouth he saw possibly the largest planet he had ever seen.

The Watcher had transported himself and the Fantasti-Car full of heroes to the planet known as Arudas IV. The planet itself had to be 5 times the size of the sun in their solar system, the planet had a grayish and yellowish appearance, but while the size and color of the planet was shocking enough it wasn't the main draw. The main draw of everyone's eyesight was the highly technological ship that was surrounding the entire planet. The ship was massive, about the same size as the planet but maybe a few centimeters bigger, it was metallic in nature and it had an odd rectangular shape. The ship was currently wrapped around the planet and several pillars were extended from the ship and reaching down into the planets atmosphere.

Reed eyes roamed over the ship and his scientific mind started kick into overdrive.

"Here we are Heroes" came the Watcher's voice but he none of them saw him, "This is Arudas IV and the ship before you is Galactus' starship: The Worldship- Taa II…he is on the surface"

"Where are you" asked Spider-man

"I can not have my presence felt Spider-man for it would prove to be very bad for my….existence if Galactus knew I was here"

"You're afraid of him" asked Ben

"No I'm not afraid of him…..merely cautious. His power dwarfs my own. The Ultimate Nullifier is on his ship" The Watcher continued.

"Where" asked Agent Danvers

A small circular light began to form in front of the Fantasti-Car.

"This light will lead you to the Ultimate Nullifier….once you find it and retrieve it, I will know and I will transport you away, but under no circumstances are to you make Galactus aware of your presence….for if you do I will not be able to help you"

"So this is a smash and grab….get in, get out" said Agent Hill

"Precisely…..good luck heroes…..I will be waiting and remember time is of the essence" said the Watcher before his voice faded away.

The circular light twisted in the air and then turned and started to fly towards Arudas IV.

"Well….here we go" said Reed as he pushed on the controls. The Fantasti-Car boosters came to life and flew after the light.

* * *

The mood in the Fantasti-Car was pensive. Everyone was in their own world thinking about the weight of the mission ahead of them. They were about to steal from a nearly-Omnipotent being with the power to eat planets, and they had to do quickly and quietly. There was no room for failure in this mission because if they did fail then not only will their world be destroyed by a megalomaniac but the same manic will destroy the universe. For people like Reed his mind was on the mission but he was more concerned with the science and the exploration they were doing, meeting cosmic being such as: The Watcher, Infinity Gems, and the high advanced ship before him. For people like Sue, Ben, Johnny, Kitty, and Spider-Man they were thinking about their home and how destroyed it looked during the battle between the Skrulls and the Kree. Sue looked down at her stomach and put a hand on her abdomen.

'_Don't worry….mommy is gonna make sure you have a place to call home'_ she thought, talking to her unborn child.

'_Debs, Alicia…..just hang on I'm coming for the both of ya'_ thought Ben referring to his girlfriend Debbie Green and one of his and Sue's best friends Alicia Masters.

'_Gwen…please be safe'_ thought Johnny as determination set into his posture. He stood sat firm in his seat staring up at Taa II and the planet Arudas IV.

'_Hang on Guys I'm coming…..Professor I wish you were here right now…usually you'll say something that would put me at ease'_ thought Kitty as she too sat in her seat staring up at the planet and the ship.

'_Don't worry Aunt May, Gwen….we're gonna save everyone, just…just hold on'_ he thought.

Agent Hill sat in her seat with her weapon in her hand, her mind was squarely focused on the mission but she couldn't help but think about what would happen if they failed.

'_Alright Maria…time to put all of your training to use…Colonel Fury and the rest of Shield and the world is counting on you. This is were you prove your worth….no room for failure…..I just hope the rest of these clowns can keep up'_ she thought as her eyes drifted to her 'teammates'. Agent Hill's eyes then landed on her partner for the past couple of years Agent Carol Danvers. Maria's eyes softened a little as she looked at her partner. She had a stoic expression on her face, but Maria knew just how bad she was hurting on the inside, they had been partners long enough to know what the other was thinking. Maria wanted to go over to her and give her some words of comfort but she knew that whatever she said wasn't going to help. Maria knew that she wasn't good at comforting people with grief, nor was she good at giving people advice on relationships considering that she herself hasn't had a successful relationship in the past 5 years. Maria heaved a sigh, Carol was the closest thing she had to a best friend, and she wanted to say something but she didn't know what, so she simply kept her mouth closed and turned her sight back to the Planet and the impending mission.

Spider-Man glanced behind himself and his eyes landed on Agent Danvers, who had her head down and looking at her hands, he looked to see that everyone was in their own little world, so he shifted in his seat slightly.

"Hey….are you gonna be alright" he whispered softly to her over his shoulder.

Agent Danvers glanced at him and then turned her eyes back to her hands.

"What do you think Spider-Man" she whispered back "Our world has been taken over, The universe is about to be destroyed, oh and my boyfriend turned out to be an alien and now he's dead….I'm pretty far from being okay" she replied

Spider-man was about to reply when the Fantasti-Car started to shake, the reason being was because they were now entering the atmosphere of Arudas IV.

"Everyone hold on" came Reed's voice as he piloted the vehicle. The Fantasti-Car slowly entered the atmosphere but the further they went the more and more violent the turbulence became, "Sue…put up a force field"

Sue held up her hands and a force field formed around the Fantasti-Car and the force field shielded them against the violent turbulence.

* * *

**Arudas IV**

The Fantasti-Car entered the atmosphere, their vehicle weaved around a few of the pillars from Taa II and flew closer towards the surface and as they neared the surface their eyes widen. Looking at the surface of the world they saw volcanoes erupting all over, large land masses breaking apart, with fire and destruction everywhere and they saw strange looking creatures running around in panic. The indigenous people of the planet resembling human sized jello.

"Look" said Kitty pointing to the right, everyone turned and their eyes landed upon him; The World Eater, The Devourer of Worlds….**Galactus**. There he was in all of his glory, standing at an impossible height clad in his purple and blue mechanical suit, with his odd and intricate helmet.

"Okay….I take back what I said" went Johnny with his mouth open slightly.

"Sue…make us invisible" said Reed. Sue dropped her force field and then closed her eyes for a second, the Fantasti-Car and the heroes turned invisible.

The bright light that was leading them flew even closer to the surface and towards Galactus who was standing on a platform that was connected to several pillars. He had his massive hands on two reddish orange glowing rods.

"Reed what is he doing" asked Ben

Reed looked at his computer and he activated a scanner. The scanner did a quick scan on the planet and some information popped up on the screen.

"It appears that Galactus is absorbing the core of planet…..and by doing that he is causing the planet to destabilize…if my calculations are correct, we have precisely 15 minutes to get the Nullifier and get off this planet before it implodes"

Spider-man looked over the edge of the Fantasti-Car and at the strange beings that inhabitant the planet. They were shouting a strange language at each other, but he could guess what they were saying. He saw a small jello child looking being fall down to the ground and he saw the parent running towards the fallen child but at the last second the ground erupted beneath them, killing them.

Spider-man averted his eyes.

"He's killing the people of this planet we have to do something" he said

"Something like what…we have our own problems to worry about" chimed Agent Hill as she too averted her eyes away from the dying world.

"He's killing them" he replied

"You heard the Watcher….way of the Universe" she replied.

"We're coming up on the Worldship" said Reed.

Everyone readied themselves for the mission. The light was leading them towards a section of the Worldship that was right next to Galactus' giant foot, but thanks to Sue making the Ship invisible they went unnoticed. The light went closer and closer to the ship until it phased through a metallic section.

"Kitty" stated Spider-Man

"I see" she replied putting her hand on the ship and concentrating with all of her might. The Fantasti-Car flew towards the part where the light went and they to phased through the same section and into Galactus' Ship.

* * *

**Inside Taa II**

The Heroes came through on the other side unharmed; they saw the light up head traveling down a long corridor. Reed pushed on the controls and continued to follow after the light.

"Okay Kitty we're through" said Spider-man

"Gah!" she gasped opening her eyes, she slumped in her seat and put a hand to her head like she was in pain

"Are you alright" Spider-Man asked seeing her

"No….the metal….we passed through….very strange, I have a massive headache" she replied out of breathe with her hand on her head.

"Ms. Pryde we need you again" came Reed's voice. Kitty glanced up and saw the light phase through another section of the starship.

"Reed she's….."

"No….I'm fine" She replied fighting through her headache, she straightened up in her seat and grabbed the sides of the Fantasti-Car again and started to concentrate. Spider-man saw the determination on her face as well as the pain she was in. The Fantasti-Car neared the section again and they phased through.

As soon as they passed through Kitty's grip on the vehicle slacked and she fell over unconscious.

"Kitty!" Spider-Man exclaimed catching her and turning her over.

"Quiet web head do you wanna get us…." started Johnny.

**BANG!** The Fantast-Car shook from something landed on the front hood. The heroes in the vehicle looked to see that some sort of big and intimidating enforcer had landed on their hood. He stood at 6'7, with gray stone like skin, and gray eyes. He had a powerful build that even Ben would envy, he was wearing a blood red and blue outfit and he was wielding a large battle axe.

"INTRUDER!" came his loud voice. He glowed blue for a second and then suddenly the Fantasti-Car turned visible again, which shocked Sue.

"He…..He turned us visible again" she said.

The mysterious enforcer raised his battle axe and quickly brought it down upon the computer of the Fantasti-Car damaging it; the Fantasti-Car quickly began to lose power and began to fall down the ground.

"HOLD ON!" shouted Reed as he twisted the controls.

The enforcer jumped off the hood and he landed on the ground with a thud and he turned to his enemies.

**CRASH!** Went the Fantatsti-Car as it crashed to the ground smoking badly.

"Damn it….he destroyed the Computer" said Reed

"Can you fix it" asked Sue frantically.

"Yes….but something tells me our friend here isn't going allow me the time to fix it" he replied.

"INTRUDERS! I AM **TERRAX THE TAMER** HERALD TO THE MIGHTY GALACTUS! ALL OF YOU SHALL PERISH!" he growled holding up his battle axe, it gave a glow before a powerful beam of Cosmic Energy erupted from his axe and fired towards them.

Sue closed her eyes and a force field formed around them and diverted the cosmic energy but in the process it also shattered her shield.

"GAH!" she grunted "He's powerful" she commented looking at him.

"Yeah…so are we FLAME ON!" shouted Johnny igniting and taking to the air.

"IT'S CLOBBERIN TIME!" growled Ben stepping out of the car and charging towards Terrax. Johnny flew in unleashed streams of fire at his opponent, Terrax spun his battle axe absorbing the fire that Johnny thrusted out, he then spun his axe one last time and then thrusted it back at him. Johnny swerved out of the way to avoid his own attack being thrown back at him. Terrax turned back to Ben who reached him and delivered a powerful right cross to his stone face. The hit made his stumbled back, but Ben didn't stop there he came around with a left cross, then a powerful punch to the stomach, followed by a haymaker to the face; Ben took a few steps back and looked at Terrax. Terrax lowered his chin and captured Ben's eyes with his own.

"Creature you will have to do better than that if you hope to defeat me" said Terrax menacingly before holding out his battle axe and firing a cosmic beam. Ben saw it coming and barely had enough time to dive out of the way.

Sue threw up another force field blocking the cosmic attack again, and her shield shattered again.

"Reed hurry up" she replied putting a hand to her head.

"I'm trying….I'm doing the best that I can" he replied frantically trying to repair the Fantasti-Car.

Spider-man laid Kitty down as gently as he could and then looked at Terrax, he was about to jump out and get into the fight, but this his spider-sense started to go off. He followed it and he saw the light that was leading them to the Ultimate Nullifier starting to fade a little.

'_Uh Oh…that's not good…..we have to get the Nullifier'_ he thought to himself. He looked at the battle going on and wanted to help, but he had to get the weapon. He jumped out of the car and started to run towards the light.

"HEY WHERE ARE YOU GOING THE FIGHT IS THIS WAY!" shouted Sue

"SOMEONE HAS TO GET WHAT WE CAME FOR!" he shouted back to her.

Sue nodded her head and turned back to the fight that was going on. Agent Hill and Agent Danvers hopped out of the Fantast-Car and ran after Spider-man. He glanced over his shoulder to see them following him.

"I can move faster on my own" he replied

"Yeah not gonna happen" replied Agent Hill

Spider-man rolled his eyes but didn't press the issue they were running out of time.

* * *

Spider-Man, Agent Hill, and Agent Danvers followed the flying light deeper and deeper into the Galactus' ship. The light turned a sharp corner and led the small to group to a giant doorway.

The trio came to a stop and looked at the giant doorway; it had three metal pillars going horizontally across the front. The light went towards the doorway and it separated into three smaller lights and at the same time they each hit one of the pillars.

**RUMBLE! RUMBLE! RUMBLE!** Went the sound of the pillar sliding away from the doorway.

The three heroes stood there looking on as the pillars continued to slide away until there was nothing in front of the doorway, it then began to rumble again only this time it was opening. Spider-man peered through the open doorway to see nothing but a giant room with nothing but a floating platform inside. On the platform there was a column of green light and inside the column of light was the Ultimate Nullifier.

'_There it is'_ he thought to himself. He then looked at the hole and judged the distance between the hole and the platform. After doing some mental calculations he grabbed hold of Agent Danvers around the waist and then Agent Hill around the waist and he took a few steps back.

"Hold on ladies" he said before taking off. He reached the edge of the doorway and took a mighty leap. The three sailed over the hole and landed safely on the platform.

'_Spider powers I love yo…..SPIDER SENSE!'_ he thought urgently. He looked up to see what he assumed to be another enforcer heading straight for them with his axe poised to cleave them in two. Spider-man tossed the two agents out of his arms and then jumped to the side.

**THUD!** Went the sound of the enforcer's axe hitting the platform, shaking it violently.

"You have violated the Laws of Galactus your punishment is death by me **Morg the Executioner **Herald to the Mighty World Eater" came his deep almost animalistic voice. Morg was about the same height and build as Terrax about 6'7 and overly muscular build, he had reddish-brown skin with various sized spikes protruding from his torso, red eyes, and long gray hair; he was hideous and also like the other enforcer Terrax he was wielding a giant battle axe.

"GET THE NULLIFIER! I'LL HANDLE THIS GUY!" Spider-man shouted.

"He's all yours" replied Agent Hill turning with Agent Danvers and rushing towards the controls that held the Ultimate Nullifier.

Morg turned towards them raising his axe but a web line attached to his arm, he looked at the web and then at Spider-man.

"No No No Gruesome this is between me and you" he quipped.

Morg growled and charged at him. Morg tried a horizontal swipe but Spider-man ducked. As he ducked Spider-man could feel the wind from the strike and he had no doubt in his mind that if he was struck one time he would not live to see tomorrow. Spider-Man sprung up from his position and punched Morg in the face, but Morg didn't even register his punch.

"OW!" he shouted cradling his hand. Morg growled and swung his axe around trying to swipe his foe again, but thanks to Spider-man's agility he was able to flip out of the way.

'_His face is like titanium'_ Spidey thought backing up, "HURRY UP!" he shouted.

Morg dashed forward and did another swipe, Spider-man flipped over the strike and kicked him in the face, and again his attack did practically nothing. He landed on the ground and shot a web at Morg's feet and he pulled but to his surprise his opponent didn't move an inch.

"Okay…..I see you're stronger than I am…..I think we got off on the wrong foot, maybe we can tal…." He started before jumping out of the way of Morg firing a cosmic blast from his axe.

* * *

Agent Danvers turned to see Spider-man dodging blast after after blast, she knew he was a good fighter but he wouldn't be able to dodge forever. She turned back to Agent Hill, who was standing next to the controls trying to figure out how to release the Nullifier.

"Maria we've got to hurry"

"Carol if you understand this damn alien technology then by all means take over" she replied staring at the controls. Carol pushed her aside and looked at the controls herself and it was all in a foreign script that she couldn't read.

"RAHHHH!" went a shout; they turned to see Morg double his attacks against the wall crawler.

"Crap….he's not gonna last long…..The way things are this Thanos guy might win" commented Agent Hill turning to the controls again.

Agent Danvers heard her comment and at the mention of Thanos her mind drifted to the incident that happened not too long ago. How he killed Mar-Vell, how he killed the man that she loved.

* * *

_Mar-Vell: 'I love you' _

* * *

Carol closed her eyes at the sudden memory, for a second despair washed over her but then, then once the quick feeling of despair came it just as quickly vanished and red hot anger replaced it. She remembered the laughter on Thanos' face and she remembered Mar-Vell's body being smashed to pieces.

Agent Hill was looking at the controls when a sudden glow caught her eyes; she glanced to the left and saw that Carol's hands were glowing a reddish-orange color.

"Uh….Carol…your hands" she started. Carol looked down at her glowing hands in brief wonder. A strange feeling began to wash over her, a feeling of power. Carol closed her eyes and then opened them and looked at the fight going on, she turned away from the console and started walking towards Morg and Spider-man.

"Carol!" Agent Hill shouted, but her voice went unheard, her anger was controlling her. She didn't see Morg, she saw Thanos, and she saw him laughing and laughing, and the more she saw his laughter the brighter her hands glowed and that feeling of power intensified.

* * *

Spider-man dodge and over head strike, and as he came up he saw Agent Danvers approaching, and he saw her hands glowing.

"AGENT DANVERS GET BACK!" he yelled.

Morg stopped his aggressive attack and he turned to the approaching woman. He growled at her and he raised his axe and he charged. Agent Danvers stood her ground and she waited. As he approached she on instinct thrusted out her left hand a powerful beam of energy fired out and hit Morg in the chest with the force of a tidal wave. Morg instantly stopped his charge and put a hand to his chest. He growled in pain and he looked Agent Danvers, who was breathing hard.

"LAUGH AT THIS!" she shouted before thrusting both hands forward. A singular blast erupted from her hands, the blast hit Morg in the chest again making him drop his axe. The attack hit him and lifted him up off of his feet and carried him across the giant hole and upwards. Morg crashed through a section of the Galactus' ship and to the outside.

Agent Danvers stopped her attack and fell to a knee out of breathe. Spider-man turned his eyesight back to her in shock.

"H-How did you do that" he asked

"Don't know and I don't care" she replied

"CAROL!" shouted Agent Hill

Agent Danvers turned to her partner

"CAROL USE THOSE BLAST THINGS AND GET THE NULLIFIER!"

"Can you do it again" asked Spider-man walking towards her

"We're about to find out" she said standing up. She turned to the column, and the Nullifier, she held up her hands and she grabbed onto that anger that was consuming her a few seconds ago. The anger was her fuel, she could feel her body surging with power again and her hands started to glow, another blast erupted from her hands and it hit the column disrupting the green pillar of energy. The green energy backlashed violently and then shut off, the Nullifier fell out and towards the ground where it was caught by Agent Hill.

Agent Danvers started to fall but she was caught by Spider-man.

"I gotcha" he said

"Thanks" she replied

"Are you alright" he asked. Agent Danvers paused for a moment before a small smirk graced her lips.

"To tell you the truth Spider-man…I feel Marvelous"

* * *

**Fantastic Four**

"YES!" shouted Reed as the Fantasti-Car powered up, "Everyone back into the Fantasti-Car…it's working again"

"BOUT TIME!" shouted Ben ducking under a strike from Terrax's battle axe. Ben rose up and struck Terrax as hard as he could in the chin. Terrax was sent skidding back, he dug his axe into the ground to stop his skidding and he glared at Ben.

"You vile Monster I shall enjoy using my axe to peel the rocks off of you"

"YOU'LL HAVE TO GO THROUGH ME FIRST PAL!" shouted Johnny unleashing a wave of fire at Terrax who shield his eyes from the bright flames. Terrax growled in his throat and then held up his axe, cosmic energy flared and shot out from the weapon.

Sue quickly threw up a shield in front of Johnny and Ben and just as she was about to do one for herself she saw a stray blast of energy heading her way. Sue's eye's widened and then closed bracing for the attack but she didn't feel it, she opened her eyes and looked down to see if she got hit and that's when she noticed Kitty touching her leg.

"Thanks" she said

"N-No problem….what happened…and who's that guy" she asked

"Long story" she answered just as the Fantast-Car started to rise into the air again.

"BEN! JOHNNY! LET'S GO!" shouted Reed.

Just then Spider-man, Agent Danvers and Agent Hill ran into view.

"REED WE GOT THE NULLIFIER LET'S GO!" Spider-man shouted.

Reed flew the still smoking Fantasti-Car towards the trio and they jumped in without hesitation.

"Kitty…..how are you feeling" asked Spider-man

"I've been better" she replied

Sue made an invisible Shield form under Ben's feet and directed it back to the Fantasti-Car.

"Johnny Follow us!" said Reed as he twisted the controls and made the Fantasti-Car fly upwards. Johnny shot another wave of fire to give them some cover and he quickly flew upwards as well.

Terrax looked up at them and a grin formed along his mouth, suddenly his eyes started to glow blue and energy from his weapon started to surround his body. He held his axe in the air and levitated off of the ground and flew after them.

* * *

Johnny was flying next to the Fantasti-Car when he glanced downwards and saw Terrax gaining on them.

"Uh guys…this dude can fly"

"Great" said Agent Hill, she turned around in her seat and began to fire her weapon even though she knew it wouldn't do anything, "Well…I tried" she continued.

Johnny fired a few fire balls but it didn't do anything either.

"Yeah me too" he replied

"Maybe we could try this Nullifier" said Spider-man holding it up. Agent Hill looked at the device in shock and then looked at her belt, when she had grabbed the Nullifier she had hooked it onto her belt for safe keeping.

"Where did you get that" she asked him in a slightly angry tone.

"Off your belt" he replied off handedly.

"When" she growled

"When you weren't looking" he continued

Sue took the Nullifier and looked at it with a scientific eye.

"From the looks of it, there is no activation mechanism" she said.

"Ben take the controls" Reed said over his shoulder.

"With Pleasure" Ben replied slipping into the pilots chair and taking the controls.

Reed grabbed the Nullifier and began to look it over himself.

"GUYS! HE'S GANING ON US!" shouted Kitty with wide eyes.

Reed gripped the odd Nullifier tightly with the curved end fitting in his palm and tubes that were extending out were pointing forwards. As he held the object it began to glow a deep orange and black hue.

Everyone looked at the strange glow with wide eyes. Reed held the Nullifier up and pointed it at Terrax; he concentrated real hard on disarming Terrax, and suddenly a beam of orange and black shot out and hit him directly in the chest.

"RAHHHHHHHHHH!" Terrax shouted in horror, it was the worst type of pain he had ever felt before in his life, it was if he was being turned inside out. Terrax immediately stopped his glowing and he fell like a ton of bricks.

"It's just as I thought…this device works by thought" he said looking at it again

"Just like the Infinity Gems" Spider-man replied.

"Uh Guys hang tight this might get bumpy" came Ben's voice.

Everyone turned to see that they were nearing what looked like the ceiling of the starship.

"Don't worry I got this" said Johnny passing by the Fantasti-Car, he flew upwards towards the ceiling, as he flew Johnny began to increase his fire, burning hotter and brighter. Johnny closed his eyes as he burst through Galactus' starship creating a hole big enough for the Fantasti-Car to fly through.

"WHOOOO HOOOO!" he cheered, while turning to look at the hole he created but to his shock the hole was closing, "Whoa…..a healing ship" he said to himself.

"Johnny Come on" shouted Sue. Johnny turned to see the Fantasti-Car flying at top speed upwards towards the sky. The heroes had burst through a section that was far away from the ever imposing Galactus, they could see him but he didn't see them. Johnny neared the Fantasti-Car and his sister helped him inside the car. Just when they were about to make their escape a large flash happened before their eyes and out of the flash Galactus appeared boring his mean and angry square eyes down upon the heroes.

"Okay….he's pissed" said Spider-man who was able to make out the scowl through his odd intricate helmet.

"WHO DARES TO STEAL FROM GALACTUS!" his voice boom at them. No one said anything; they merely continued to stare at the Massive being that could destroy them with ease at any second.

"SPEAK! NOW!"

Reed gathered his courage and he addressed Galactus.

"Galactus….I am Reed Richards…..we have stolen from you because we have need of the Ultimate Nullifier"

Galactus eyes lit up at the mention of the Nullifier.

"NO ONE DARES TO TOUCH THE NULLIFIER! I SHALL DESTROY ALL OF YOU!" he growled raising his hand which glowed with cosmic energy.

"THANOS HAS THE INFINITY GEMS!" shouted Spider-man. Galactus stopped his hand and the cosmic energy receded back into his hand.

"THANOS….THE FALLEN TITAN HAS THE INFINITY GEMS" Galactus said with slight shock in his voice, "DOES HE HAVE ALL SIX"

"Uh…Yes….he does" answered Reed, "He is on our world now and he has reshaped our world….we need the Ultimate Nullifier to stop him"

"THIS IS NEWS THAT UNSETTLES ME…I SHALL ATTEND TO THIS MYSELF!" he said with authority

"NO!" shouted Reed, "Galactus if you confront Thanos he will extended his powers out into the Galaxy and he'll be unstoppable but if you allow us to use the element of surprise on him we may be able to stop him"

Galactus stared at Reed with an intense glare.

"YOU LOGIC IS SOUND REED RICHARDS. THANOS HAS THE GEMS, WHICH MEANS HIS POWER RIVALS MY OWN…..VERY WELL I SHALL ALLOW YOU TO USE THE NULLIFIER AND I WILL HAVE ONE OF MY HERALDS RETRIVE IT ONCE YOU HAVE STOPPED THANOS!"

"Thank you for being so understanding Galactus"

"KNOW THIS HUMAN IF YOU ARE UNABLE TO STOP THANOS I WILL KNOW AND I WILL TAKE CERTAIN MEASURES TO ENSURE THAT HE DOES NOT REACH ME!"

"What Measures?" Reed asked

"I WILL DESTROY YOUR ENTIRE GALAXY!" he replied

"W-We will stop him I can assure you"

"VERY WELL TAKE YOUR LEAVE!" he said vanishing in a flash and back to the Taa II. Everyone let out a collective breathe as they narrowly escaped certain death again.

"Well….that was an experience" commented Kitty turning around in her seat to see Galactus back at his ship.

"I'll say" Agent Danvers replied. Spider-man turned around in his seat as well and he looked at the planet again to see that it was still breaking apart. He felt the Fantasti-Car start up again and head for space; he was still staring at the people conflicted on what to do, should he turn his back on them and ignore what he believed to be cries for help.

'_He's killing them….their home….these people or creatures whatever they are…they deserve to live…but I can't…..or….can I'_ he thought. Spider-man eyed the Ultimate Nullifier in Reed's hands.

"STOP!" he shouted. Ben instantly stopped the Fantasti-Car and turned to him as did everyone else.

"What is it webs" he responded.

"Are…..Are we really just going to ignore what he's doing to this planet…..he's killing it…..you heard the screams"

"Kid we don't have time for this….our planet is trouble…Our Planet" Agent Hill said with emphasis.

"Don't you think I know that….but still…..We're supposed to be the good guys right, well exactly how good are we if we turn our backs on this" he replied

"I understand what you're saying…..but…..You heard what The Watcher ….Way of the Universe….Galactus needs to feed in order to keep whatever Evil is out there in the universe at bay" said Agent Danvers softly understanding what he was says.

"Still though…it doesn't seem right" came Kitty's voice.

"We can't destroy him…okay but what if….what if we could…I don't know detour him"

"This isn't up for debate okay…..we have what we came for….let's get back to our planet…our responsibility" said Agent Hill forcefully.

Spider-man and Agent Hill stood up in their seats and stared each other down. Spider-man nodded his head and then turned around until he was facing Reed, Spider-man glanced down at Reed's belt and he saw the Ultimate Nullifier.

"You're right Agent Hill…..Responsibility" he said. Quicker than anyone could re-act Spider-man shot a web line and snagged the Ultimate Nullifier and then jumped out of the Fantasti-Car.

"That stupid idiot!" growled Agent Hill looking over the edge to see him falling back to the planet. The Fantastic Four glanced at each other before they nodded their heads.

* * *

Spider-man fell through the air and towards Galactus

'_What are you doing Parker…..the right thing I hope'_ he thought to himself as he fell. As he was falling he felt something grab him under the arms, jumping at the sudden feeling he turned to see Johnny Storm.

"We agreed, you're right…..we can't let him destroy them…..so what's the plan web head" he asked

"Uh…so far…ask him nicely" Spider-man replied

"Yeah…I can see how this is gonna end" said Johnny as he flew them towards Galactus.

Galactus was feeding off of the planet when a small voice caught his attention, at first he didn't respond, but upon the continuous calling of his name he opened his eyes and looked downward to see Spider-man and Johnny Storm standing in front of him.

"WHAT IS IT, YOU ARE TRYING MY PATIENCE I'VE ALLOWED YOU TO PASS NOW PASS" he responded.

"Uh before we do that…..uh Galactus….sir…I…Is there anyway you can stop destroying this planet" said Spider-man

"NO" he replied closing his eyes again

"Why"

Galactus opened his eyes again and anger was evident in his expression this time.

"BECAUSE IT IS MY WILL YOU PATHETIC INFERIOR BEING! I AM GALACTUS I HAVE CHOSEN THIS WORLD FOR CONSUMPTION AND COSUME IT I WILL!"

"But you'll kill these people" Spider-man said

"I CARE NOT FOR THEM!"

"So much for asking nicely huh webs" Johnny said.

"Yeah….time for plan B…Okay I asked nicely….now I'm telling you to stop destroying this planet or I'll have to use this on you" he said holding up the Ultimate Nullifier.

"Are you sure about this" whispered Johnny

"No" Spider-man whispered back "But it's the only plan I've got"

"Just great" Johnny replied

"INSOLENCE! YOU HAVE BETRAYED THE MIGHTY GALACTUS! YOU SHALL PERISH!" he roared in anger raising his hand, letting it spark with cosmic energy.

"Okay you pissed him off turn it on…..turn it on!" went Johnny frantically

"I'M TRYING!" he shouted '_Uh OH SPIDER SENSE'_

"FLAME ON!" shouted Johnny, he quickly grabbed Spider-man and took to the air just as Galactus fired a cosmic beam of energy at them. Johnny flew upwards while at the same time trying his best to get out of Galactus' range which was considerably hard because of his massive size.

"ANY TIME YOU WANT TO CONTRIBUTE SPIDER-MAN!" Johnny shouted.

"HOLD ON!" he shouted back.

Galactus had Johnny in his eye sights but then Johnny and Spider-man turned invisible.

* * *

"This is Insane….we're pissing of a omnipotent cosmic being for a planet that's not even remotely in our solar system….this is crazy all of you are crazy" commented Agent Hill while looking at Sue who had a look of concentration on her face.

"Lady do you ever shut up" said Kitty, "We're heroes it's what we do"

Agent Hill looked at her and then shook her head in disagreement and then turned back to the action.

"WATCHER! IF YOU CAN HEAR ME WE NEED YOU TO GET US OUT OF HERE!" shouted Reed.

"Do you really think that's going to work" asked Ben from the pilot's seat.

"Well find out won't we Ben" Reed replied.

* * *

Johnny came to a stop once he saw that he was invisible.

"Anything" he asked

"Hold on I think I'm getting something it's starting to glow" Spider-man replied looking at the Nullifier and seeing it glow a deep orange and black color.

"FOOLS YOU CAN NOT HIDE FROM GALACTUS!" he shouted with his eyes glowing. He turned his massive head to the left and saw Johnny hovering in the air, "YOU MAY HAVE COSMIC POWERS BUT THEY ARE NOTHING COMPARED TO MINE I CAN SEE YOU!" he growled turning to the hovering duo.

"ANYTIME NOW!"

Galactus raised his hand at the two, Spider-man looked up and raised the Ultimate Nullifier.

**KRAZZZZZZZ **went the sound of a large beam of orange and black energy firing from the Nullifier, Spider-man and Johnny were pushed back because of the recoil, which threw the beam off slightly but it still hit its target. The beam rocketed forward and struck Galactus in the side blowing a portion of his side away and leaving him roaring in pain.

"**ARGHHHHHHHHHHHHH!"** shouted Galactus grabbing his side which was spewing cosmic energy. Galactus suddenly began to glow a very vibrant bluish color while he was screaming and yelling in agony, the bluish glow spread from his body all the way to his ship and in a brilliant flash of blue Galactus and his ship were gone.

Spider-man and Johnny were still hovering in the air staring at the spot were Galactus had previously occupied.

"Good job webs" said Johnny.

The Fantasti-Car drifted down towards the two, Johnny flew them over and then both got into the vehicle.

"Reed did it work" asked Spider-man. Reed glanced down at the computer in the Fantasti-Car.

"Yes….barely…Galactus has done a tremendous amount of damage to this planet…..but it should recover. The Fantasti-Car is reading that the core is trying to stabilize itself"

"Good" he replied

"GOOD!" shouted Agent Hill "TELL ME SOMETHING YOU COSTUMED PUNK WHAT HAPPENS WHEN HE RECOVERS! HUH! WHAT HAPPENS WHEN HE COMES LOOKING FOR US!" she continued grabbing him by the front of his costume.

"We have the Nullifier….he won't and he doesn't know that we're from Earth" Spider-man responded, _'At least I hope he doesn't'_ he thought

Suddenly there was a flash beside them and the Watcher appeared.

"You were successful in your mission good…we must hurry I fear we are running out of time, prepare yourselves for travel..…..there is a rebellion happening" he said before he disappeared again. Sue formed a fore filed around them.

"Rebel…." Started Johnny before they too disappeared in a bright flash.

* * *

**Earth- New Skrull Throneworld**

"Rebellion" finished Johnny. The passengers in the Fantasti-Car found themselves staring at a familiar looking planet.

"We're back" said Kitty looking at the earth.

"Yes Miss Pryde you are, but the earth is not how you once knew it…." Started the Watcher.

"Yeah we know Thanos" Agent Hill interrupted "Can you take us to where his stronghold is located" she asked.

"No….this is as far as I can take you, if I go any closer Thanos will sense my presence thanks in part to the Infinity Gems" the Watcher replied

"Will he be able to sense the Ultimate Nullifier" asked Spider-man

"No…because of its design by the Elders, it is a cosmic object that is virtually undetectable when not in use…..but be careful when using the Nullifier" he said.

"Why" asked Agent Danvers

"In the hands of a person with a strong and scientific mind the Ultimate Nullifier is a devastating weapon….but in the hands of someone that does not posses those qualifications…..the Ultimate Nullifier becomes a threat"

"How so" asked Reed.

"A user that is not qualified runs the risk of not only destroying himself but the entire galaxy...a type of punishment failsafe the Elders of the Universe bestowed upon the device during its creation"

"But we've used it two times already" said Kitty

"Okay New rule….only Reed and the web-head can use the Nullifier" came Ben's voice.

"I'm slightly offended Ben…so I don't have a strong and scientific mind" asked Sue

"Okay new new rule…..Suzie can use it too, everyone else hands off" Ben corrected.

"Watcher were is Thanos now" asked Agent Danvers seriously

"He is still currently in what you would call New York….he has reshaped the World into a New Skrull strong front…and New York is the capital city….He is there along with your allies the Avengers and the X-men"

"Great….one convenient location" said Agent Hill

"Farewell Heroes…I wish you luck….The Universe is counting on you" went the Watcher before he vanished again.

"Great…..No pressure" Spider-man and Johnny said at the same time, the two glanced at each and shared a smirk, even though Johnny couldn't see his face he knew Spider-Man was smirking.

"Alright People….this is it…..the battle for our world…..for our Universe…..There is no room for error here" came Reed's voice "We need to come up with a plan of action before we confront Thanos"

"What's the plan stretch" asked Ben

"First is we need to do some reconnaissance on Thanos' location…once we do that we locate where he's keeping the Prisoners, we secretly break them out and then we rendezvous with them and then we hit Thanos head on with the Nullifier"

"Sounds good to…." started Ben before being interrupted by a solid and firm no.

"No" said Spider-man

"No" Reed repeated in shock

"That's a logically sound plan Dr. Richards but it's not a practical one…..You heard the Watcher time is of the essence, with each growing second Thanos becomes closer to flexing his Infinity Gem muscles…..we need to hit him from two fronts"

"He's right" Agent Danvers said in agreement, "What's the plan" she asked

"Whatever the plan is I'm going after the X-Men" Kitty chimed.

"First and foremost our plan is to disable the Infinity Gems….since Dr. Richards and I have both successfully used the Nullifier it should be only the two of us confronting Thanos"

"That's insane" said Agent Danvers "You saw what he did to Ronan Spider-man you don't stand a chance"

"I know…..which is why Ben, Reed, Sue and I will deal with Thanos….Sue you make us Invisible and get us close we'll use the Nullifier and Ben…..you….Clobber him and get the gems, me and Dr. Richards will provide back up and deal with anything that's gets too close to you namely the Kree and the Skrulls"

"I'm liking this plan already" said Ben

"Johnny, Kitty, Agent Danvers, and Hill you'll be on ground control…..find the X-men and the rest of the Avengers, free them and then get you're assess to our position"

"How, we don't have anyway of tracking you guys" said Agent Hill

"Uh Hello lady…..you think this four on my chest is just for show….it's a two way communicator and tracker…..we'll be there webs" stated Johnny reassuringly.

"Alright guys we got a plan….let's go save the Universe" said Ben as he twisted the controls and made the Fantasti-Car fly towards the earth.

'_Hold on Aunt May….Hold on Gwen….I'm coming'_ thought Spider-man gripping the Nullifier in his hands.

* * *

**Thanos City: Palace: The Coliseum. **

From her throne at the top of the Coliseum, Queen Veranke let a smirk grace her lips. All around in the Coliseum within their seats jumping, shouting and screaming were thousands of Skrulls, her people. She looked on in absolute joy as her people cheered at the combatants in the center of the Coliseum. It was three Skrulls dressed in gladiator gear, complete with swords and shield and their opponent was a single Kree warrior who only had a stick to defend himself. The Skrulls in the crowed cheered louder when they saw their Skrull brethren begin to surround him.

"NO MERCY!" the crowed shouted. The Skrull gladiators wasted no time in lunging at their Kree opponent.

* * *

**Down Below: Dungeons**

Steve Rogers glanced up at the metal ceiling of his cell as heard the crowd of Skrulls cheering. He let out a sigh sitting up from his cot and looking out through the electric bars of his cell. It had been six months since Thanos used the gems to take over the earth and in those six months the entire human race and the Kree had been enslaved. During that time all of the Kree were forced to fight in these games daily, against uneven odds, but it wasn't just the Kree, some of the more special human beings such as himself and the other Avengers and the X-men were kept in the dungeons and force to fight as well.

Steve directed his eyes to the cell across from him and his eyes met those of Janet Pym aka the Wasp.

"So….have you thought of a way out of here yet" she asked him in a whisper so the guards that patrolled the area wouldn't hear her.

"No….not since, Iron Man's escape….they've stepped up their security and so far its air tight" he replied

"God…..I can't take much more of this Steve…..I can't, I haven't seen Hank in six months….God knows what they're doing to him" she said.

"Be strong Janet….our escape is coming soon I can feel it" he replied "Just be ready for when it happens" he said sounding as reassuringly as possible. Janet gave him a small smile and was about to say something but a few Skrull guards came walking past, and they were dragging an unconscious Wolverine behind them. He had on metal restraints for his hands and a collar around his neck.

Steve looked at his old war buddy and the direction they were carrying him.

'_They're taking him to the arena'_ he thought to himself.

* * *

**Further in the Dungeons**

"So fearless leader…..it's been 6 months…..have you come up with a plan yet" asked Bobby Drake aka Iceman in an irritated tone. He was in his cell and he was looking at Cyclops who was across from him. Bobby's cell was rigged to produce powerful electrical charge if he tried to use his ice powers and they were being monitored so even if he did somehow manage to escape dozens of Skrulls would be upon them ready to kill him at a moments notice.

"No bobby I haven't" replied Scott Summers aka Cyclops from the electrified cell across the way, "These skrulls have everything mapped out"

"Da…that they do" came the voice of Piotr Rasputin aka Colossus from the cell next to Cyclops.

"So what we're just stuck here now" asked Bobby throwing up his hands in frustration.

"For now" Scott replied, _'Jean….can you hear me…..where are you'_ thought Scott trying to reach his fiancée but to no avail, for the past 6 months he has not had any contact with her, and at this point he was beyond worried. He was worried about what the Skrulls were doing to her, he knew they hadn't killed her because the psychic bond that they shared would be severed and it hasn't which meant that she was still alive.

'_Jean'_ Scott called again.

* * *

**Skrull Laboratory **

Floating in a tank of yellow liquid was none other than Jean Grey, the Skrulls had wires hooked into her body and there were several scientists outside of the tank studying her.

"How is the patient" asked the head Skrull scientist

"She's good today….we had to up the dose again to keep her unconscious"

"She is a strange one…The Queen wants to know the status of this one and the other strange human-dogs….and where do their abilities come from and can we reproduce them"

While the scientist were outside talking to each other, neither were aware of the battle that was going on inside of Jean Grey's mind.

* * *

**Jean's Mindscape **

"LEAVE ME ALONE!" shouted Jean who was on her knees inside the white room of her mind.

"_**SET ME FREE!"**_ screeched a voice from all around her.

"No"

"_**Yes Jean….I can save you and your friends…..I can destroy Thanos…I can save everyone all you have to do is give me control…let down the remaining barriers….."**_

"N-No…" Jean responded weakly feeling her strength beginning to wane

"YES!" screeched the phoenix as the white room erupted into bright orange flames. The flames surrounded Jean and began to nip and lash at her.

"_Jean_" came a voice in her mind that she instantly recognized.

"SCOTT! HELP ME!" she shouted.

* * *

**Dungeons**

'_SCOTT! HELP ME!' _

"ARGH!" shouted Scott falling to his knees; he grabbed his head and tried to will the pain stop.

"Cyclops…what's wrong" asked Bobby

"Jean….Jean is in trouble…We're getting out of here….and we're getting out of here NOW!" he said standing up.

* * *

**Outside of the Palace: South Wall: Same Time **

"Okay first team…..you know what to do" said Colonel Fury looking through his binoculars at the south entrance to the royal Skrull palace. He took his eyes out of the binoculars and he looked at the first team and they nodded their heads and jogged towards the entrance.

"Rick" Fury called out

Rick Jones stopped and turned to the Colonel

"Be Careful"

Rick nodded his head and jogged off.

* * *

**South Wall**

Standing guard with their weapons at the ready were several Skrull guards. They were searching for any sign of trouble, but they knew there wouldn't be anything because most the Skrulls in the city were in the area watching the games. The Skrull guards raised their eyebrows in shock as they saw a small group of humans in green and black rags running towards them.

(HALT!) the Skrulls shouted in their language, but the group of humans kept running. They aimed their weapons getting ready to fire when the group parted and Rick Jones held up one their weapons and began to fire upon them. Rick was able to hit a few of the guards before they returned fire, but the humans were prepared and held up their hands. Wrapped around their hands were glowing round circles, from the circles a barrier of repulsor energy fired out and protected them from each of the blast. Rick and the rest of his team then ran off with the Skrull guards following close behind. One of the guards stayed behind and was about to call for help when a pea sized hole appeared in his head. The Skrull guard fell down to the ground dead.

Colonel Fury and his team rushed towards the fallen Skrull.

"Good shot Carter" said the Colonel as he opened the door.

"Thanks" Agent Carter replied wrapping her sniper gun strap around her neck. Fury and his team then ventured into the Palace undetected.

* * *

Rick glanced behind himself to see the Skrull guards still following his team he saw that a few more Skrull guards had joined them; he turned his eyes back to the front just as they entered into the forest.

The Skrull guards entered the forest but then they immediately had to come to a stop. Standing in front of them was a man in silver metal armor.

"I'll take those" Iron Man said holding out his hand. The repulsor in his hand gave a hum and their weapons were yanked out of their hands. Iron Man held up his other hand and fired a single Repulsor ray. The ray flew towards them and then split into 6 separate beams and hit each of the guards.

**ZAP!** Went the sound of the repulsor in Iron Man's right hand blowing out.

"Dammit" he said looking at the repulsor

"What happened?" asked Rick as he and his team picked up the weapons

"Faulty tech…..Looks like I'm going into this fight with only one repulsor"

"Great" Rick replied

"Alright Kid you know the rest of the plan…wish me luck" said Iron Man before boosters kicked to life in his metal boots. He flew upwards and towards the palace.

"Good luck" said Rick looking at him go "Okay Team…..let's go plant some charges" he said venturing out of the forest and back into the City and the palace.

* * *

**Arena**

"RAHHHHHHHH!" yelled Wolverine as he lunged claws first at his opponent Ronan the Accuser. Ronan dodged the attack and grabbed Wolverine by the head; he then threw the short mutant across the arena where he hit the ground hard. Ronan watched Wolverine tumble and then his eyes glanced upwards at Thanos who was smiling at him.

'_Damn you…I swear…..I will kill you'_ he thought to himself as he walked towards Wolverine who was quickly getting back to his feet.

* * *

**Dungeon Control Area**

Fury and Agent Carter hid behind a metal column in the dungeon. They peeked around the side to see that were now near the control room. Fury looked at Sharon and he nodded his head. At the same time they reached into their pockets on their outfits and they pulled out two circular looking devices. They wrapped the circular devices on each of their palms; Fury then held up his hand and proceeds to count.

"1….2…3!" he shouted.

On cue he and Agent Carter rushed the control room. The Skrulls were caught off guard and before any of them could get their hands on their weapons they were blasted by a strong blast of repulsor energy from Fury and Carter. Colonel Fury pivoted on his right foot and blast two Skrull guards trying to go for their weapons. While he was doing that Agent Carter dove to the left blasting three Skrulls in the back who were trying to run away.

"Clear" said Fury

"Clear" Agent Carter replied standing up.

**ZAP! ZAP!** Went their repulsor weapons, the two quickly took the repulsors off of their hands and tossed them to the ground.

"Well Stark did say he didn't know how long they would last" Sharon said.

"It got the job done" said Fury going to the computer and began to type into it the system. Within the six months of their take over Colonel Fury immersed himself in their Skrull language, he could decipher a few things but not all. Agent Carter stood next to him facing the door, with her weapon aimed.

"How are we looking" She asked

"I'm trying to shut this place down and free the prisoners but…this language is still fairly new to me….okay here we go" he said back to her "Dungeon controls…released"

* * *

**Dungeons**

**ZIP! ZIP!** Went the sounds of the lights going out and the electrified cells shutting off.

"Whoa" said Bobby looking at Cyclops "I guess when you mean now….you really mean now….and why couldn't you have done that sooner…oh fearless leader"

"That wasn't me Bobby….something is happening" he said, Scott stepped out of his cell to see others were doing the same.

**SMASH!** Scott looked to the right to see Colossus armor himself up and rip the restraint off of his neck and throw it to the ground.

"Sweet….no electricity!" exclaimed Bobby as he ice-up and became Iceman. He shot an Ice spike at the collar on his neck and the spike broke it off. He then shot a spike at Cyclops' collar and hand restraints and broke them as well.

"Peter….Bobby you two go find and free the rest of the X-men and help these people get out of here" he said heading towards the left.

"Wait…Scott, where are you going" asked Piotr in his thick Russian accent

"To find Jean…I can sense her" he replied beginning to run away.

"Of course" said Iceman.

"Come Bobby….we must find our comrades" Colossus said making his way to the right, with Iceman close behind.

* * *

**Dungeons**

Humans and Kree alike were running out of their cells trying to get away from their Skrull captors who were desperately trying to put them back into their cells. A human teenager fell down to the ground and he was spotted by a Skrull, the Skrull marched over to him with his weapon raised but out of nowhere a foot kicked the weapon out of his hand, the teen looked over to see Steve Rogers. Steve delivered a powerful punch to the Skrulls face followed by an equally powerful kick to the stomach.

"Are you alright son" asked Steve holding out his hand

"Yes thank you" he replied

"Go that way I believe it's the exit" Steve directed. The teen nodded his head and ran off.

"CAP!" shouted a voice. Steve turned to see Janet Pym making her way over, "It's a prison break"

"I told you Tony would come through" He replied

"What's the plan now" she asked looking around.

"Avengers…..Assemble" he said back to her.

* * *

"Ugh…my head" came the strained voice of one Dr. Bruce Banner. He opened his eyes and the first thing he saw was that he was in some type of dark cell. He slowly sat up and he looked around his dark cell.

**(**QUICKLY SUBDUE HIM BEFORE THE BEAST AWAKENS!**)**

Bruce looked up to see several Skrulls attempting to rush into his cell, his eyes widen in shock at the sight of them.

"What are…" he started before they rushed in and grabbed hold of him.

**(**SHOOT HIM HURRY!**)** one of the Skrulls shouted.

"L-Let…g-g-o of me" Bruce struggled to say, the grip the Skrull had on him was strong, Bruce looked on in slight shock and fear as the other Skrull raised his weapon at him. Bruce felt his heart pumping faster and faster and faster until a familiar feeling spread through his body and suddenly his eyes flashed green.

"GET OFF OF ME!" he shouted throwing the Skrull that was on him away and into the other one. Bruce collapsed to a knee as he felt the feeling of fire rip through every cell of his body.

"ARGHHHHHHHHHHH!" he shouted, his bones began to snap and rearrange, his muscles began to double and triple in size and his skin began to turn emerald green. The Skrulls looked on in fright as Dr. Bruce Banner disappeared and only the Incredible Hulk remained in his place.

**(**RUN!**) **

"RAHHHHHHHH!" the Hulk shouted lunging at them.

* * *

**Elsewhere**

Iceman and Colossus rounded a corner and they saw a dozens of Skrulls in an open area of the dungeon, they had their weapons drawn and aimed at their teammates, Storm, Beast, Rogue, and Jubilee

"Come on we have to…" Iceman started before Colossus stopped him.

"You boys picked the wrong gal to mess with" said Rogue stepping forward. The Skrulls unleashed their weapons upon her but they bounced off of her invulnerable skin. She flew forwards and barreled into the group. She punched one in the chin lifting upwards and into the ceiling. She then turned and punched another one right in the nose shattering it and sending him crashing into his friends. Beast jumped into action and delivered a double kick to one of the Skrulls' face. He then rolled on the ground and sprung up and punched another one in the chin.

Jubilee then stepped forward and held up her hands

"Time to level the playing field" she commented before fireworks erupted from her finger tips and at the remaining Skrulls weapons, blowing them apart.

Rogue flew backwards while Storm stepped forward.

"Do ya thang sug" she said

"POWER OF THE WIND HEED MY CALL!" she shouted holding her hands up. The wind within Dungeon began to kick up, the X-men had to shield their eyes from the wind. Storm directed the wind at the Skrulls and it swept them up, she then directed the wind towards one of cells, she tossed them inside roughly.

"Bobby….restrain them" she said.

"With pleasure" he responded. Iceman held up his hand and a stream of Ice rocketed out and formed an Ice barrier in front of the cell.

"Most impressive Mr. Drake" commented Beast touching the Ice barrier.

"Oh yeah….X-men 1 Skrulls 0" said Jubilee happily.

**BABOOOOOOOOOM BOOOOOOOOM!** The whole area shook violently from the large explosion.

"What the hell was that" asked Iceman looking around

"Language Iceman" Storm responded looking around as well

"It was an explosion…..Where is Scott, Jean, and Logan" Beast asked

"Better yet….where's Kitty….has anyone seen her" said Iceman

"Ah haven't seen her" Rogue replied

"Neither have I….but I do know that they took Logan to the arena and Scott went to find Jean….he said he could sense where she was" said Colossus.

"So what do we do…do we go after Cyclops and Jean or Wolverine and Kitty" asked Iceman

"Quite the quandary…..Ororo you're second in command" said Beast, looking at her.

"If they took Logan to the arena….that means he's closer to Thanos…..we need to go help him first and then we go find Kitty….Scott and Jean will be fine….X-men let's move" Storm Commanded

* * *

**Elsewhere**

**BABOOOOOOM! BOOOOOOM!**

"HEEE-YAA!" shouted Janet punching a Skrull in the face, "What the heck was that"

"Sounded like an explosion" Steve replied

"JANET!" a voice sounded. Through the throng of running humans and fighting Skrull and Kree, Janet could make out her husband Hank Pym aka Giant Man running towards them.

"HANK!" she yelled in happiness. Janet pushed her way through the crowd of people scrambling to find the exit and made her way to her husband. The two embraced each other with a kiss. The two broke apart after a long minute.

"God I thought I would never see you again" he said looking into her eyes.

"Yeah I thought the same thing" she replied, "Can you access your Pym Particles" she asked

"I haven't tried yet…as soon as the power was shut down I came searching for you…..I ran into some Skrulls but…" he started

**BABOOOOOOOOOOOM!** Went one of the walls as it was busted down sending debris everywhere.

"HULK SMASH!" yelled the Green Behemoth the Incredible Hulk.

"But they were busy dealing with him" finished Hank.

"HULK!" shouted Steve

The Hulk slammed a Skrull into a wall denting it; he turned his angry eyes onto Steve and growled at him slightly

"Hulk…it's me Captain America"

The Hulk was breathing heavy but ultimately he threw the Skrull in his massive hand away and he turned to him.

"Captain" The Hulk rasped out and stomped towards him.

"Good….all of the Avengers are here" said Steve

"What's the plan now" asked Hank

"Well…" Steve started

"STEVE!" a voice shouted out

The Avengers turned to see Colonel Fury and Agent Carter rushing towards them.

"Colonel…..Sharon" he replied

"Good to see you all in one piece…come on we don't have much time….Stark is gonna need our help"

"Wait….Janet and I can't access my Pym particles"

Colonel Fury reached into one of his pockets and he pulled out a square looking device, he pressed the button on it and a small contained surge of energy erupted from the device.

"What was that" asked Steve.

"Just a little gift from Stark….a…"

"A contained EMP" chimed Hank "I can feel my Pym particles again" he said expanding his hand a little

"Me Too!" exclaimed Janet shrinking down and forming wings on her back.

"Stark thought that Skrulls might have a few tricks to keep the special humans in check so he devised this thing as an override" said the Colonel

"Remind me to kiss that man next time I see him" replied Janet, "Where is he by the way" she asked

"He's going to engage Thanos" said Colonel Fury

"Is he insane" asked Hank

"No…he's buying us time to get everyone else out of here….while we free you guys"

"We can't win this fight can we" stated Janet looking at all of the gathered Avengers and each had look of sadness on their face because they knew they couldn't win, they knew as long Thanos had the gems anything they did was pointless, but that wouldn't stop them. It was Captain America that spoke first and he got everyone's attention

"It doesn't matter anymore Janet….at this point all that matters is that we fight….we fight and we show Thanos and the Skrulls that we won't be their playthings anymore"

"What about the Kree" asked Agent Carter

The Avengers looked around for a second and they could still see a few of the Kree and the Skrulls still fighting among some of the bodies on the ground.

"Right now the enemy of my enemy is my friend….They hate Thanos and so do we, we'll worry about them later, we have a teammate to help" Steve replied

"Hey look it's the Avengers"

The Avengers turned to see the X-men running towards them.

"Who are they" asked Janet

"They're the X-men….they're okay" Colonel Fury replied, "Where's your leader Cyclops" he asked

"He went to save his fiancée" replied Beast

"Where are you guys going?"

"We're going to save Wolverine…he's in the arena fighting in the games…..and then once we rescue him….We're taking the fight to Thanos" said Jubilee

"Good then you can come with us" replied Steve "Okay…." He started

"Wait" said Agent Carter, lifting up the raggedy jacket, she unstrapped something from off of her back, it was Captain America's shield. She then handed the shield to Steve.

"You'll need this more than I will" she said.

He took the shield and then smiled at her.

"Avengers…X-Men…..Let's go save the World" he said running forward.

* * *

**Arena**

In the arena Ronan had a healing Wolverine by the throat and holding him a few inches off of the ground. Ronan glanced towards the Throne, where his two most hated enemies sat watching him.

"KILL HIM!" shouted Queen Veranke in delight; her shouting earned a laugh from the mighty Thanos.

* * *

**Outside the Palace **

Rick held the detonator in his hands and he was looking at several dead Skrulls and the charges he and his team had planted, he stared at them for a long second.

"I choose…to Fight" he said to himself pressing the detonator. The charges in front of him and the other charges around the outer perimeter of the Palace gave a synchronized beep and then detonated.

**BABABOOOOOOOOOOM KABOOOOOOOM! **

* * *

**Arena**

The Whole arena gave a sudden and violent shake and several of the walls began to crumble down taking a few Skrulls in their seats with them. Thanos and Veranke both quickly stood up in their seat and looked at the crumbling arena.

"What's happen…." The Queen Started before a sonic boom erupted through the sky.

Iron man came flying as fast as he could and he barreled into the exposed back of Thanos, as he Thanos rocketed forward he thrusted out his left hand and fired a repulsor blast as the unsuspecting Queen. The blast hit her directly in the chest sending her flying back. Iron Man kept rocketing forward until he crashed Thanos into a damaged part of the Palace walls. Iron Man held onto Thanos with all the might that he could muster from the low tech suit and he grabbed at Thanos's left hand which had the gems on his glove. Iron Man tried his best but Thanos disappeared in a flash of purple.

"Shit" whispered Iron Man. A shadow formed over him, he looked up to see Thanos descending down upon him. Thanos struck Iron Man hard, destroying a large portion of his suit. Iron Man went crashing down to the ground in a heap.

**THUD! **Went Thanos as he landed on the ground.

"**Pathetic human….you dare try to face me alone**" growled Thanos stomping towards the downed Iron Man.

"Ugh…." He groaned, Tony tried to sit up but his body wasn't responding, and neither was his suit. Most of it had been destroyed, but there was still some of it left and he was bleeding from several wounds on his body. Tony cracked open his bloody eyes to see Thanos standing over him with the infinity gems flashing.

**BOOOOOM!** Thanos turned to the sound to see another portion of the palace wall to be blown out, but it wasn't due to a bomb but by an angry and green Incredible Hulk.

"EVERYONE CHARGE!" shouted Captain America. The Avengers and the X-men ran through the hole and towards Thanos, who could only smirk at their feeble attempts.

"**Fools**" he laughed.

* * *

Queen Veranke pulled herself up from her spot on the ground. She was bleeding from a wound in her chest and some blood was flowing from her lips. She looked down from her throne to see the Avengers and X-Men charging at her beloved. Gathering her strength she stood up fully.

"MY PEOPLE OUR ENEMEIS ARE TRYING TO OVERTAKE US…..DESTROY THEM IN THE NAME OF THANOS!" she shouted to the Skrulls in the stadium.

"FOR THANOS!" the Skrulls shouted hearing their Queen. The Skrulls got up from their seats and jumped down to the arena.

* * *

The Avengers and the X-men kept charging forward despite the thousands of Skrulls heading their way.

"AHHHHHHHHHHH" The Heroes and Skrulls shouted at the same time until they met each other in clash of might.

The Skrulls outnumbered them but they didn't care, they kept on fighting with all of their might.

The Incredible Hulk barreled through the Skrulls that stood in his way and kept charging towards Thanos. Cap knocked two Skrull back and kicked another, and then threw his shield, Colonel Fury and Agent Carter unleashed round after round from their weapons nailing Skrulls left and right, Wasp shrunk down and zapped several Skrulls, while Giant Man grew to about 30ft and proceeded to squash the Skrulls. As the Avengers fought with all of their might the X-men did the same. Beast using his strength and agile nature made short work of any skrull that got within a few feet of him. Colossus was the same way but he only used his vast strength to beat back any Skrull crazy enough to fight him. Storm and Rogue were airborne, Rogue dragging Skrulls to the air and throwing them across the arena, and Storm hitting them with lighting and tornadoes. Iceman and Jubilee were sliding on an Ice slide firing Ice blast and fireworks at any Skrull in their way. The two slid their way over to the downed Wolverine who was rising to his feet.

"Logan!" shouted Jubilee jumping off of the slide and running to him, "Are you alright"

"Give me a minute…I'll be fine" he grunted

"WE DON"T HAVE A MINUTE!" shouted Iceman firing ice blast everywhere. Wolverine stood up fully and he held up both his fist

**SNKT!** Went the sound of his claws popping out.

"RAHHHHH!" he shouted lunging at an approaching Skrull, he lunged forward and plunged his claws right into the Skrulls' chest.

Thanos looked on in amusement as the Heroes fought on.  
**STOMP! STOMP!**

"HULK CRUSH!" shouted the Hulk jumping in the air and bringing his fist towards Thanos. Thanos held up his hand and caught the Hulk's fist with ease. Thanos used the one hand to slam the Hulk down on the ground. He picked him up again and slammed him down again and then tossed him into a wall. The Hulk hit the wall hard; he fell to a knee and looked up to see Thanos walking towards him. The Hulk growled in his throat and reached behind him, he sunk his large green fingers into the wall and with his immense strength ripped a whole section out and brought down on Thanos. The piece of wall bursted into rubble as it hit Thanos and to the Hulk's surprise it didn't do anything.

"**Dumb monster**" Thanos taunted walking forward and grabbing him by the throat and hoisting him up. There was a flash of blue around The Hulk's head and he shouted in pain for a second until he went limp.

"**You are now under my control beast…Kill your friends…rip them to shreds**" ordered Thanos, he released the Hulk and he opened his eyes to reveal glazed over blue eyes.

"Yes Master" he rasped out. The Hulk walked past Thanos but he suddenly stopped, he slowly started to turn back to Thanos.

"**I said go…..go and destroy your friends**" he said forcefully.

"GRRRRRRRRR" growled the Hulk gripping his head tightly

"**I SAID GO! I CONTROL YOU!"**

"GRRRRRRRRR!" the Hulk grunted in resistance

"**GO!"** shouted Thanos holding up the Infinity Gems, the blue gem was flashing wildly, but for some strange reason the Hulk was fighting his control

"**I SAID**….." started Thanos

"NOOOOOOOOOOO!" shouted the Hulk in defiance. And with that shout the hold was broken and the Hulk eyes turned back to normal, he charged the slightly stunned Thanos and punched him with all of his might sending him flying back.

"NO ONE CONTROLS HULK! NO ONE!" the Hulk roared. The Hulk stomped forward and delivered another massive punch, and then another and another and another "NO ONE CONTROLS ME! NO ONE! HULK! CONTROLS! HULK!" he shouted punching Thanos again, but on the next punch Thanos caught the fist and he squeezed earning a groan of pain from the green behemoth.

"**You are a strange creature…..you broke the hold of the infinity gem…fine, you beast….since you don' want to serve me….then you can die**" said Thanos before delivering the most powerful blow the Hulk had ever felt in his life. The blow lifted him off of his feet and launched him into the air and out of the arena entirely.

* * *

**In the Air**

The Fantasti-Car flew through the air at top speeds trying to reach the palace, they could see that smoke was rising from it and parts of it were crumbling apart.

"It looks like the party started with out us" said Ben from the pilot's seat.

"So much for stealth" commented Spider-man

"Ben LOOK OUT!" shouted Johnny. Ben swerved the Fantasti-Car as they saw a massive green looking man go flying past them. They turned to see the Hulk flying back through the air and he showed no signs of slowing down.

"THAT WAS THE HULK!" exclaimed Agent Hill "GRIMM GET US THERE NOW!"

Ben pushed on the controls as hard as he could.

The Fantasti-Car reached the Palace and as they flew over a falling section Kitty stood up and jumped out of the car.

"KITTY!" shouted Spider-man

"I GOTTA FIND THE X-MEN" She shouted back. Kitty fell through the air and as she came towards a section of the crumbling palace she phased herself through.

Ben tugged on the Controls and flew them towards the large Arena where they could hear the sound of fighting.

"Dear God" whispered Agent Danvers as she saw the chaos happening down below

"What are we waiting for they need help! FLAME ON!" shouted Johnny igniting himself and flying down low.

"NO! WE STICK TO THE PLAN!" yelled Spider-man but it was too late

"Ben get us to Thanos we have to use this on him quick" said Reed

Ben directed the Fantasti-Car to go lower towards the action.

Agent Danvers nudged Agent Hill in the side, she looked over and Agent Danvers pointed to the Avengers and Colonel Fury. The two agents nodded their heads and quickly stood up.

"DISARM THANOS WE GOTTA HELP THE COLONEL!" shouted Agent Hill before the two jumped out of the Fantasti-Car with their weapons aimed.

* * *

Colonel Fury was shooting everything in sight when he happened to glance up and he saw Agent Hill and Danvers appear out of thin air in their shield uniforms. The Two Agents ran towards him firing their weapons

"Colonel" Agent Danvers said

"WHERE THE HELL HAVE YOU TWO BEEN FOR THE LAST SIX MONTHS!" he shouted

"Six months" they repeated at the same time, "Sir we've only been gone for a few hours at the most" Agent Danvers said in confusion

"Bullshit….you've been gone for 6 damn months…..where did you go"

"Sir…it's a long story but in short we traveled across the Galaxy with the Fantastic Four and Spider-man and we've just returned with a weapon that can neutralize the Infinity gems and give us an edge in this fight" Agent Hill responded

"What is the weapon" he asked still firing

"The Ultimate Nullifier" the two responded.

* * *

Ronan the Accuser stomped on the chest of a Skrull and then raised his head, he looked over to the right to see Thanos with his back turned.

"This is my chance" he said to himself, _'I've been saving this for the right moment'_ He thought. Ronan held up his hand and there was a spark of electric blue and his hammer appeared in his hand. He aimed his hammer at Thanos and he fired a cosmic blast. The blast hit Thanos dead on but it didn't do anything. Thanos turned to see Ronan standing there with a shocked look on his face.

"**Are you really that surprised boy…Not only am I a Cosmic Being….but I have the infinity gems…no attack can harm me…..nothing can hurt me…..all of you are doomed…..I AM THANOS THE INVINCIBLE!**" he boasted at the top of his lungs, with the infinity gems flashing wildly.

"HEY! THANOS THE INVINCIBLE!" shouted a voice. Thanos turned his head to the right in time to see the Fantasti-Car turn visible and Spider-man standing on the hood of the vehicle with the Ultimate Nullifier in his hands and it was glowing orange and black.

"Let's put that name to the test shall we" he said right before a wide beam of orange and black erupted from the Ultimate Nullifier and hit Thanos directly in the chest.

"**RAHHHHHHARGHHHHH!"** he roared in pain and anguish. All of the fighting stopped for a brief second because of Thanos screams of pain. Never before has the Skrulls ever seen their Ruler in pain. The Infinity gems in Thanos' gauntlet glowed wildly and in a giant flash of Red, Blue, Green, Yellow, Orange, and Purple everything became silent. Thanos fell to his knees with smoke rising from his body.

"QUICKLY GET THE GEMS!" shouted Reed. Spider-man was about to jump off the hood when his Spider sense blared to life.

He looked to see Ronan's flying hammer heading straight for them.

"LOOK OUT!" shouted Spider-man. Sue threw up a shield but the Hammer burst through her shield and ripped through the Fantasti-Car blowing it in half and tossing the heroes out and to the ground.

* * *

"Ugh…." Spider-man groaned sitting up, he saw Ronan running over towards the fallen Thanos. Quickly getting to his feet Spider-man clipped the Nullifier onto his utility belt and ran over as well hoping to get to him before he could get the gems.

Ronan was near Thanos when he felt two feet slam into his side and send him a few steps back. Spider-man flipped in mid-air and dashed towards Thanos, Ronan growled in his throat and threw his hammer at Spider-man's back, but to his surprise he jumped over it and in mid-air he whirled around and fired several web balls that hit him in the face.

Spider-man landed on the on the ground and continued towards his downed enemy. He reached him and he searched for the gems and he found them still in Thanos' gloved gauntlet but to his shock the gems were all black and lifeless. He reached down and was about to grab one when his spider sense blared to life, without thinking he ducked down and avoided Ronan's cosmic hammer.

"GET AWAY FROM THE GEMS!" Ronan growled in anger.

'_Spider sense…yeah I kno….._' Spider-man started to think looking at Ronan, but he felt his spider sense nudge him to look down and he did and he saw the angry eyes of Thanos, _'Uh Oh'_

Spider-man tried to jump away but he was unprepared for Thanos' speed, he quickly lunged up and grabbed him by the front of his costume. Thanos stood up with him in hand and his red eyes were flashing evilly. Thanos quickly turned with his free hand and backhanded Ronan and sent him flying, after taking care of Ronan he slowly turned back to the struggling wall crawler.

"**DO YOU KNOW WHAT YOU HAVE DONE!"** Thanos roared in anger

"Yeah….I used the Nullifier on you…..complements of Galactus" he replied

"**RAHHHHH!"** shouted Thanos raising his massive hand to punch Spidey's head off but before he could do that he was tackled from the side by Ben Grimm.

* * *

The three went tumbled across the ground, as they tumbled Thanos let go of Spider-man.

Ben rolled on top of Thanos and proceeds to wail his rock hard fist down upon his face.

"YOU!" growled Ben punching Thanos with his right fist, "MESSED!" he growled again striking Thanos with his left fist, "WITH THE WRONG PLANET!" he shouted, but on the last punch Thanos grabbed his hand and pulled it forward, Ben came in and Thanos headbutted him hard, stunning him, Thanos then responded his a punch of his own that launched Ben in the air and sent him crashing to the ground.

"Ugh" Ben grunted but he wasn't out of the fight yet, he pushed through his dazed state and rose to his feet and locked eyes with Thanos.

"AHHHHHHH!" Both fighters shouted charging at the other.

**SMASH!** Went the sound of the two fighters clashing into each other, Thanos hit Ben with a right punch, and Ben caught Thanos with a left punch.

* * *

The Queen looked down at the epic battle that was going on down below. Her people were doing their best against the earth heroes but due to their strange abilities their numbers counted for nothing. She slammed her fist down on her thrown as she saw groups of her people get stepped on by Giant Man.

'_NO….We cannot lose…..I WILL NOT ALLOW US TO LOSE!_' she thought willfully. She searched the battle for Thanos was busy fighting a rock like man. Veranke saw when the new arrivals appeared out of nowhere and fired some sort of weapon at Thanos, from what she saw it looked like it did something to the Infinity Gems which why Thanos hasn't used them by now. The Queen eyes narrowed as she zeroed in on the person that used the Nullifier…..Spider-man. The Queen balled up her fist and she made green bat-like wings extend from her back, she quickly jumped over the edge of the balcony and flew down towards the wall-Crawler.

* * *

Spider-man watched on as Ben and Thanos slugged each other, both were landing powerful and devastating blows and it was clear that they hurt but neither was willing to give the other the satisfaction of showing the obvious pain each was in.

Ben charged in and ducked under one of Thanos strikes and landed a devastating uppercut, that sent the fallen Titan stumbling back almost falling, but he caught himself and he wiped the purple blood away from his lips and he looked at it in a mix of shock and anger. Thanos growled at Ben and was about to charge back but a cosmic blast hit him in the chest. He turned to see Ronan hold his hammer and a smirk crossed his lips. Ronan held up his hammer and cosmic energy crackled around his hammer.

"No gems to protect you now" said Ronan confidently as he thrusted his hammer forward unleashing a stream of cosmic energy. The energy flew forward and hit Thanos directly in the chest. Thanos closed his eyes and a smile washed over his face, he held out his hands and threw back his head.

"**YES! I CAN FEEL THE COSMIC POWER FLOWING THROUGH MY VEINS AGAIN!"** he shouted in joy.

A cold feeling rushed through Spider-man's spine in realization, "NO STOP YOU'RE GIVING HIM POWER!" he shouted, _'Thanos is a cosmic being…..when I used the Nullifier on him, not only did it nullify the power of the gems but also his own'_ he reasoned in his mind. Spider-man reached down to his utility belt and grabbed the Ultimate Nullifier again and held it up at Thanos.

'_Spider-Sense' _

He turned in time to be tackled by none other than Queen Veranke herself. The Queen hit him hard and the sudden jolt made him drop the Nullifier and sent it skidding away.

"YOU FILTHY EARTH SCUM!" she growled wrapping her hands around his throat and choking him. Spider-man grabbed at her hands trying to pry them off, but she was quite strong.

* * *

Reed wrapped his body into a ball and bounce into the face of an approaching Skrull; he ricocheted off the Skrulls' head and landed on the ground. He reformed into his regular body and he looked around. Everyone in the arena was fighting tooth and nail. He looked at the Avengers and saw them taking it to the Skrull, he looked at the X-men and saw they were holding their own, and then he looked to Sue and Johnny were fairing well also. Finally Reed turned his head to his head to his last teammate Ben who was fighting Thanos. Reed took a step forward when saw a flying shadow; he looked up to see the Queen fly by and towards Spider-man. His eyes widen in shock as she tackled him, but as she tackled him he saw something fly from Spider-man's grasp, it was the Nullifier. Reed stretched his legs and stepped over a ground of Skrulls heading for him and made his way to fallen Nullifier and he picked it up.

* * *

"**YES MY POWER IS RETURNING! THANK YOU RONAN YOU PATHETIC IDIOT!"** said Thanos holding out his hand and blasting Ronan with his own cosmic energy. Ben charged forward but Thanos cut him off by taking two quick steps forward and grabbing him by the head and lifting him up with ease. Thanos twisted his body and threw Ben towards the wall where he hit and left a huge dent.

Ronan recovered and then jumped into the air towards Thanos with his Hammer raised high. He brought his hammer downward but Thanos saw him coming and stepped out of the way making him miss.

"HAHA….you have to do better than that Ronan"

Ronan raised his hammer and charged forward.

* * *

Spider-man hit the insides of Veranke's arms causing her straight arms to buckle inwards which released the pressure on his neck. Spider-man then did a palm strike to her nose, and then lifted his foot up and kicks her in the stomach knocking her off of him.

"GAH!" he gasped grabbing his neck. Veranke recovered and made her arm form into a green spike, she lunged at Spider-man but he rolled out of the way and got to his feet. Veranke pulled her arm from out of the ground and lunged at Spider-man again, he sidestepped the attack, using his sticking abilities he grabbed her shoulder and pulled her in for a knee to the stomach, using the same leg he hooked it around her right leg and put his hip on her hip and with a simple twist he tossed her over his hip and to the ground. Spider-man took a few steps back, as Veranke slowly began to stand up.

"You…." She started before something wrapped around her body tightly and then slung her into the air.

Spider-man turned to see Reed running over to him with the Nullifier in hand; Reed then hit the 4 emblem on his chest.

"Johnny…..distract the Queen….she's the one flying around"

"On it" Johnny replied.

"Spider-Man do you have Gems" he asked

"No" he responded.

"Ugh" came a groan

They turned to see Ben limping towards them.

"Ben are you okay" asked Reed.

"No I'm not…..this Thanos guy is tough…I thought I was winning but now that he's got that cosmic power again…..I don't know if I can beat him" said Ben.

"We don't have to beat him we just have to get the gems away before they reactivate" Reed replied

"I'm open for ideas"

"I've got one" said Spider-man looking at the two.

"Let's hear it then Web head"

* * *

Thanos laughed loudly as he kept sidestepping all of Ronan's attacks, every strike was sidestepped or blocked. Thanos grew tired of playing with him and grabbed his wrist.

"Ronan when will you learn" he said before delivering a hard punch to his face sending him flying back. Once Ronan was dealt with Thanos looked at his left hand with the infinity gems they were still black but it looked like the color and power were trying to return.

"HEY!" shouted a voice.

Thanos looked on in curiosity as he saw Reed curl himself into a ball and roll his way. Half-way towards him Reed sprung up, flattened his body and expanded to giant size, he wrapped himself all around Thanos as tightly as he could, but despite his stretchy body Thanos was thrashing around and fighting against his hold. Suddenly Reed expanded like a bomb had went off inside of him, and he was thrown off of Thanos.

Once Thanos was free of Reed, Spider-man jumped on Thanos' back and put his left hand on Thanos' gauntlet which had the infinity gems inside. Thanos easily grabbed him with his right hand and held him up.

"**You again…did you really think you could stop me**"

"No….but I think he can" said Spider-man used his agility to jerk his body to the left. Thanos had a handful of his costume and the sudden jerk from Spider-man caused the costume to rip thus breaking his hold. Spider-man flipped onto Thanos' outstretched hand and then flipped off, just as Ben ran forward and delivered the hardest punch to the face that he could muster. Thanos was lifted off of his feet and sent flying back and crashing to the ground.

"Ugh…." He groaned.

"Whoa…good one Ben" said Spider-man landing next to him.

"Thanks…..ow…" replied Ben shaking his hand in pain, He took a few steps forward and he helped Reed up to his feet.

"Thanks Ben"

"No Problem stretch….Did you get em' Spider-man" Ben asked. Spider-man held up his left hand and opened it to reveal 3 black stones stuck to his hand.

"That I did" he replied, '_SPIDER SENSE!_' Spider-man thought urgently. He turned towards a section of the Palace.

"Uh Oh" he said

"What is it" asked Reed following his line of sight.

From within the Palace out ran dozens and dozens of Kree with Skrull weapons in their hands, they charged the battlefield shooting everything in sight, including the earth heroes and the Skrulls.

"Great just what we need" said Ben

"What else could go wrong" asked Spider-Man 'SPIDER SENSE!" he thought again

**SCREEEEEEEEEEEEEEEECH! **

"I spoke too soon what was….." he started before a large section of the Palace erupted in an explosion.

**BOOOOOOOOOM!** From the flames of the explosion a giant bird made of fire rose from the Palace and overshadowed the whole arena

All of the fighting stopped and everyone looked at the giant fiery bird.

"_**PHOENIX!"**_ The fiery bird screeched out, but something strange started to happen, the bird began to thrash slightly before curling up into a ball and exploding unleashing a wave of destruction and fire everywhere.

**BOOOOOOOOOOOOOOOOOM! **Went another explosion engulfing the whole Palace.

* * *

**Few Seconds Earlier: Dungeons**

"YAH!" shouted Kitty as she kicked a Skrull in the face. She looked around trying to determine where she was, but it was no use everything looked the same. She had been wondering around for the past few minutes trying to find her friends but so far she didn't have any luck.

"JEAN!" a voice shouted

'_That sounded like Cyclops'_ she thought hearing the voice again.

"JEAN!"

Kitty took off at full speed following Cyclops voice.

* * *

**Skrull Laboratory**

"There's a prison break going on….we have to get out of here" said a Skrull

"No we must complete our research on these humans we…" the Skrull in charge started before the door was blasted off its hinges by a bright ruby red beam of concussive force energy.

Cyclops stepped through the door and eyed the scientist and Jean floating in the tank. He gritted his teeth and aimed at the 4 scientist in the room. Four quick ruby beams erupted from his visor and hit each of the scientist blowing them back and to the ground unconscious.

Cyclops quickly ran to the tank and he banged on it, attempting to wake his fiancée up.

"JEAN! JEAN!" he shouted, taking a step back he changed the dial on his visor and a thin optic blast flew from his visor and hit a small spot of the tank cracking the glass. The small crack in the glass turned into several small cracks and then several big cracks until

**CRASH!** Went the sound of the glass breaking. Cyclops rushed forward and caught Jean in his arms before she hit the ground.

"JEAN!"

"CYCLOPS!" shouted a voice. Cyclops turned and looked up to see Kitty running into the Lab.

"Kitty" he said in confusion

"I found you….where is the rest of the X-men" she asked

"They're probably in the arena helping Wolverine….Where the hell have you been" he asked

"Long story" she replied "What's wrong with Jean" she asked running over.

"Ugh" came a pained groan. They both looked down at Jean as she opened her eyes.

"Jean" Cyclops said softly

"_**NO! I'M NOT JEAN GREY!"**_ she shouted before producing a telekinetic shove that knocked both of them back. The two X-men watched in horror as Jean levitated off of the ground and hot bright orange fire began to appear and wrap around her body. The hot fire started to fill the entire lab burning and melting everything in sight. Kitty quickly grabbed Cyclops by the arm and made them both intangible. They started to sink into the ground away from the fire and from Jean.

"JEAN! JEAN!" shouted Cyclops as he sunk into the ground.

"_**JEAN GREY IS NO MORE! I AM!"**_ she shouted loudly. The fire that consumed Jean started to take shape into a bird. With unimaginable force the fiery bird burst through the ceiling of the Lab and rose into the air.

**SCREEEEEEEEEEEECH!**

"_**PHOENIX!"**_

* * *

**Jean's Mindscape**

"AHHHHHH!" Jean screamed in agony as she felt the fire of the Phoenix all around her, burning her.

"_**YES THAT"S IT JEAN LET GO!" **_

'_JEAN!_' came Cyclops voice in her mind

"Scott…the Phoenix…"

'_**FIGHT IT JEAN! FIGHT IT!**_' Cyclops responded

"I-I-I can't…"

'_Jean…yes….you can…..I believe in you…you're stronger than the Phoenix' _

Jean in the center of the room opened her eyes and gathered all of the will power she could muster and she started to rise to her feet. The burning and the fire increased trying to force her to her knees again, but Jean stood strong.

"_**JEAN NO!" **_

"I AM IN CONTROL PHOENIX! DO YOU HEAR ME! I AM IN CONTROLL!" she shouted grabbing onto the psychic barriers Professor X helped her to create. The fire in the room began to die down in intensity and recede into the walls of the white room.

"_**NO JEAN! NO!"**_ shouted the Phoenix

* * *

**Outside**

The Giant fiery bird looming over the combatants began to screech and thrash before it curled itself into a ball and then it exploded, leaving a trail of destruction in its wake.

* * *

Cyclops and Kitty rose from out of the ground and looked at all of the destruction. Nothing of the palace remained, it was reduced to rubble. None of the people in the arena were standing they were all covered under the debris of the Palace.

"My God" whispered Kitty trying to find any traces of her friends. Cyclops looked up in the sky to see Jean still hovering in the air, but then she suddenly began to fall.

"JEAN!" he shouted running towards where she was falling. Cyclops jumped with his arms out and caught her before she hit the ground. He cradled her in his arms, thanking God she was able to stop the phoenix again.

"Uh…..ugh" she groaned.

"Jean I'm here" Cyclops said softly.

"Scott" she said weakly opening her eyes

"You did it...you beat the phoenix Jean"

"No…..I didn't Scott…..I think I just made it madder" she replied

**RUMBLE! RUMBLE! CRASH!** The three X-men looked up to see debris being pushed up and off.

Ben Grimm pushed the debris that was on top of him off, under him Spider-man and Reed pushed themselves up.

"Thanks Ben" said Spider-man

"No problem web-head….uh what happened" he asked

"The usual… shit hit the fan" Spider-man replied

Reed was rubbing his head when a glow caught his eye; he turned to see a bright red and orange glow from Spider-man's hand.

"Spider-man your hand" he said

Spider-man opened his hand to see the brightly glowing Red gem, Orange Gem, and Green Gem.

"I don't see the yellow…..the yellow is how we get our world back" said Ben

"That means Thanos still has it"

The three turn to see Thanos appear in a flash of purple, he had some signs of battle scars, his clothes were ripped and he was bleeding purple blood. He turned to the three and he saw the gems in Spider-man's hand.

"**I believe those are mine**" he said in a low voice.

"AT LAST!" a voice shouted

**BAM!** Some debris was blasted off and Ronan emerged from the rubble and in his had was the glowing yellow reality gem.

"THE KREE SHALL REIGN…." He started before the gem vanished from his hand in a flash of Purple and appeared in Thanos' hand.

"**I think not Ronan, this gem belongs to me**" replied Thanos, but a web line attached itself to the yellow gem and snagged it out of Thanos' hand.

"Guess again purple skin" said Spider-man.

"**YOU LITTLE PEST BE GONE!"** shouted Thanos, holding up his hand and the purple gem flashing.

"HOW ABOUT YOU COME WITH ME!" Spider-man shouted back shooting a web at him right before he vanished in a flash of purple. Thanos eyes widen as the flash traveled along the web and to himself and just as he vanished Ronan jumped onto his back and vanished as well.

"SPIDER-MAN!" Reed and Ben shouted at the same time.

"Where did they go?" Ben asked

"I don't know"

* * *

**Space **

"GAH!" gasped Spider-man '_C-Can't…B-Breathe….n-no….ai….._' he started to think but he couldn't think there was no air in space for him to breathe. Thanos and Ronan were struggling with each other while floating in space. Ronan raised his hammer and struck Thanos in the face, knocking him away. Ronan then flew himself towards the floating yellow gem which was next to Spider-man.

Just as he reached the yellow gem Thanos appeared and grabbed him, they began to struggle again.

**FWASH!** They disappeared in a flash of purple and due to the web still attached to the yellow gem Spider-man vanished as well.

* * *

**Earth: Air**

**FWASH!**

Spider-man felt the air fill his dry and airless lungs.

"GAHH…..UH….UH…." he gasped. He was so happy to be breathing again that he didn't notice he was falling through the air. He turned over in the air to see that, not that far away Thanos and Ronan we're struggling with each other and the yellow gem was falling a few feet away. Spider-man straightened his body and allowed himself to fall past them and towards the Gem. Ronan saw him and held up his Hammer and fired a cosmic blast, but Spider-man twisted out of the way. Thanos head butted Ronan and punched him away, Thanos then vanished in a flash of purple and appeared in front of the yellow gem and he grabbed it.

"NO!" shouted Spider-man punching him in the nose, Thanos let out a shout of pain and thrown further through the air. Spider-man looked at his fist in shock but then he opened his right hand and saw the red, orange and green infinity gems. He smirked under his ripped masks and grabbed the yellow gem but suddenly Ronan grabbed him from behind and making him let go of the gem.

"NO!"

The gem vanished in a flash of purple, Spider-man quickly shot a web at Thanos and it attached to his back.

'_OKAY YOU STUPID GEMS WORK!_' Spider-man shouted in his mind. Suddenly there was a flash of orange that extended from his hand and then to Ronan and then to Thanos and then they all vanished.

* * *

**Time Tunnel**

The three combatants found themselves tumbling through a tunnel that had dozens of images passing by them, but none of them were paying attention to that, their only concern was the yellow gem.

Spider-man with Ronan on his back pulled himself towards Thanos and grabbed his hand, using the power of the red gem he pried Thanos' hand open and grabbed the gem but at that moment Ronan unleashed a blast from his Hammer and knocked the yellow gem out into the time stream.

Spider-man head butted Ronan earning a grunt of pain and making him let go and then he punched Thanos in the face drawing blood.

Spider-man then shot a web at the yellow gem just as Ronan came barreling back.

**FWASH!** Went the flash of orange and they vanished.

* * *

**The Future**

The Three hit ground of a grassy hill and went tumbling down the hill along with the yellow gem that was rolling right beside them. The three fighters came to a stop and they slowly stood up. Spider-Man recovered first thanks to the red gem and punched Thanos in the stomach and then pivoted on his foot and kicked Ronan in the face. Thanos quickly held his hand up and Spider-man vanished in a flash of purple.

"NO!" he shouted

**FWASH!**

Ronan looked up to see Spider-man was gone and he then jumped for the yellow Gem, but Thanos sprung into action and tackled him before he could reach the gem. Ronan smacked Thanos in the face with his Hammer attempting to get him off.

* * *

**Not too far away**

Spider-man appeared in a flash of purple in the middle of a field next to a few very large trees. He looked around and as he did that he got a clear view of the technologically advanced city that was sprawling a few miles away from his position. He saw all of the high rise buildings; he saw the flying cars, buses and ships. He saw that part of the city was floating in the air as well.

"Oh My God…..where amI…..When am I" he whispered to himself

"You're about 500 years into the future….give or take" came a deep voice. Spider-man quickly looked around but he didn't see anyone.

"Up here kid"

Spider-man looked up to see a man sticking to the trunk of the tree he was next too. The man jumped down and landed beside him.

"Ooooo…..not as young as I used to be…." He said in a slight groan, before looking at him, "Hi"

Spider-man looked the man over and there was a slightly sense of déjà vu, that he knew this man or met him before. He was old, maybe about in his mid 70s and he was about 5'11, with all gray hair, wrinkly skin and a slim, lean build. He was wearing a gray and red overcoat and blue pants

"Wh…" Spider-man started

"The who is not important Peter…we don't have much time….Thanos and Ronan will be here soon and you'll be hurdled through time again…..just remember that…..No man is an Island and there is value in letting people get close to you…the whole you….….remember that there will be hard times…damn hard times….but there will also be good times, great times actually and you should cherish every second of it…..and perhaps the most important thing I can tell you Peter is that…..With Great Power…..there also comes a Great Responsibility" the old man said with a smile on his face.

"Who are you…" asked Spider-man with raised eyebrows, but a small feeling crept up inside him that told him that he already knew.

"I think that's a question you should be asking yourself young man…but don't worry you'll have about 500 hundred years to figure it out" he said

**FWASH!**

Thanos and Ronan appeared and were rolling across the grass for the yellow gem. Spider-man glanced at them and then at the man who nodded his head at Thanos and Ronan. Spider-man quickly jumped into the fray grabbed hold of the two of them.

'_TAKE ME HOME YOU STUPID GEM!_' he shouted in his mind. The orange gem glowed.

**FWASH** the three vanished in a flash of orange, leaving the old man standing alone by the tree.

He leaned against the tree and took in a deep breathe.

"You can come out now Logan" he said over his shoulder. From one of the nearby trees a short man dropped down to the ground. He was wearing a yellow and black costume with a hood over his head.

"Talkin to yourself" he asked

"You could say that…." The old man replied

"I noticed that you didn't tell of him of the things to come…you could've stopped a lot of heartache"

"Yeah I thought about that…..but then…..if I did that then he wouldn't grow into the man he is today" the old man replied with a smile

"I'd call that an improvement" Logan joked.

"Funny" he replied in a sarcastic tone

"You ready to get back" asked Logan

"Yeah…let's go" he replied pushing off of the tree. The old man turned and started to walk away with Logan walking right next to him.

* * *

**Present Time**

The earth Heroes were beginning to stir and make their way out of the debris that was on top of them. The Avengers were the first to dig themselves out, and then it was the X-men, and lastly it was the Fantastic Four. The Heroes regrouped with each other to find out what happened, but then they saw a few Skrull and Kree groups begin to emerge.

"Oh boy…..here comes the fighting" said Bobby looking at them.

**FWASH!** Everyone looked over to see a flash of orange and out popped Spider-Man, Thanos, Ronan and finally the yellow Infinity Gem. The three looked up at it and jumped up to get it. Spider-man reached it first but Thanos made him vanish in a flash of purple. Ronan dove for the Gem but Thanos landed a powerful kick to his side making him skid away from the Gem.

"**FINALLY"** Thanos shouted standing over the gem, just as he was about to pick it up a loud thud interrupted him. He looked up to see an angry Incredible Hulk standing a few inches away. Quicker than he could react the Hulk delivered an uppercut, then a right punch and then a left punch and then a devastating Haymaker that sent Thanos spiraling through the air.

Thanos while in the air was able to clear his dazed vision enough to use the purple gem to vanish in a flash of purple and appear behind the Hulk, he cocked his fist back getting ready to punch him.

"HULK DUCK!"

The Hulk quickly ducked and Spider-man sailed over him and kicked Thanos in the face and thanks to the red gem his attack hurt Thanos badly. Spider-man landed on the ground and delivered a punch to his stomach lifting him up off of his feet slightly and made him spit out some blood.

"MOVE!" growled Hulk. The Hulk stepped forward and punched Thanos in the face, hard sending him stumbling back and then Spider-man came in with another punch that sent him stumbling back even more and sending blood flying. Thanos stood on his feet dazed and swaying, the Hulk stomped to him and straightened him up, The Hulk cocked his fist back and with all of his might he did another uppercut but this time Thanos was launched straight up into the air.

"HULK GIVE ME A BOOST!" shouted Spider-man. The Hulk nodded his head, understanding what Spider-Man was going to do, so he grabbed the wall-Crawler and threw him the air. Spider-man straightened his body making him go faster and past Thanos. At the peak Spider-man turned in mid-air and hovered for a second Thanos came straight towards him and just when he reached him Spider-man with the power of the red gem delivered a punch that sent him rocketed towards the ground.

**THUD!** Went the sound of Thanos hitting the ground. Spider-man fell through the air and slammed both of his feet into the chest of Thanos.

"ARGH!" grunted Thanos with blood flying from his lips.

"Now stay down" he said reaching towards Thanos hand, he lifted it up and turned it over and he grabbed the purple gem.

Spider-man held up the purple gem.

"Bring me the yellow gem" he ordered and in a flash of purple the yellow gem appeared in front of him. Spider-man grabbed the gem and looked at it.

"GIVE US BACK OUR REALITY BEFORE THIS DAMN WAR STARTED!" he shouted at the gem. The yellow gem glowed a deep yellow hue before a yellow dome of energy formed around Spider-man and began to expand, engulfing everyone, the Avengers, the X-men, Fantastic Four, the Skrulls, Thanos and the Kree.

The Yellow dome of energy kept expanding, covering the whole City, then the entire state, and then the Whole US, and pretty soon the whole world.

* * *

**New York City- Central Park**

Spider-man stood in the middle of Central Park with the rest of the Earth's heroes. They all looked around to see everything was back to normal. No buildings were destroyed, the streets looked clean and pristine and the people of New York were going about their everyday lives. No Kree Starships, and no Skrull Warships, but the Kree and Skrulls were still there in central park with everyone else.

"We're back" said Colonel Fury.

"**N-No….M-Y…..G-Gems**….." groaned Thanos trying to stand up despite protest from his body.

"Wrong Thanos my gems…Infinity Gems come to me" Spider-man ordered and in a flash of purple all of the gems appeared in his hand but he didn't activate them, they were just in his hands glowing.

"**Y-You…..P-Pathetic…"** Thanos tried to get out.

"KILL HIM SPIDER-MAN USE THE GEMS!" shouted Agent Danvers.

'_I could kill him couldn't I…I have the power of Infinity in the palm of my hands…..I could do anything I want…..I…'_ he started to think.

* * *

_**Flashback**_

"_With Great Power…..There also comes a Great Responsibility" said the old man with a smile_

* * *

**Present**

'_No…I now wield the power of the Infinity Gems and I have to use this power responsibly…..and if I kill him…..well that would be the exact opposite' _

"NO…..I won't kill him…..but I will do the next best thing" he said holding up the reality Gem.

Thanos looked at him and then he looked down at his feet, he could see and feel them turning into stone again.

"**NO!"** yelled Thanos, "**I'LL KILL YOU! YOU CAN NEVER BE RID OF THANOS! I CANNOT BE TRAPPED BY ST**….." he started before his whole body turned to stone once again, thus trapping him. The Skrulls looked on in horror as their king was turned to stone again and the Kree began to cheer.

Suddenly a Hammer flew into view and burst through the Chest of Thanos destroying the stone statue, shattering it to a million pieces.

"NOOOOOOO!" shouted Queen Veranke in despair seeing Thanos being destroyed.

Agent Danvers looked on with wide eyes a sense of satisfaction flowed through her body as she saw his pieces on the ground.

The Hammer flew back to the hands of Ronan.

"Now the Universe will never again have to see him again" said Ronan

"MY LOVE!" shouted Queen Veranke running over and grabbing pieces of Thanos, "I WILL KILL YOU ALL FOR THIS! DO YOU HEAR ME! I SWEAR UPON MY THRONE ALL OF YOU! KREE AND HUMAN ALIKE WILL NOT ESCAPE MY WRATH!" she shouted with tears in her eyes.

Spider-man looked at her, and at the Skrulls and Kree

"No….that's where you're wrong Queen….this war ends now" said Spider-Man holding up his hand with the infinity gems inside. . There was a flash of blue indicating that he had activated the mind gem.

"Listen to me" he started.

The Kree and Skrulls eyes glazed over in a vibrant blue as they heard his voice.

"The Kree and Skrulls shall fight no more…..there shall be peace between both races….The hate and evil spread by Thanos shall no longer cloud your judgment. Repeat after me…..There is no Thanos, There is no War, There is no Earth, and There is no Infinity Gems"

"There is no Thanos, There is no War, There is no Earth and There is no Infinity Gems" all of the Skrulls, and all of the Kree repeated.

"Good….now any other Skrull or Kree you come into contact with you will spread this message do you understand me" asked Spider-man

"Yes" they all nodded their heads at the same time…

"Good….now it's time to go home….Gem I command you to transport them to their home planets" he said and in a flash of purple all of the Skrulls and all of the Kree disappeared.

"Now….just one last thing….gems I command you to make it so that no one but myself, The Avengers, Shield, the X-Men, and the Fantastic Four remember anything about the Skrulls, the Kree, and Thanos" said Spider-man holding his hand in the air. There was a spark of blue that erupted from his hand and spread all over the state of New York, the US, and then the entire world.

Spider-man dropped his hand and grabbed his sides in pain.

"ARGH! …." He groaned in pain, "ARGH…W-Wh-at…..argh" he groaned

"SPIDER-MAN DROP THE GEMS NOW!' shouted Reed "DROP THEM OR YOU'LL EXPLODE THE ENERGY IS TOO MUCH FOR YOUR BODY TO WITHSTAND!"

Spider-man hearing Reed instantly dropped the gems to the ground and the feeling of pain instantly went away. All of the heroes let out a sigh of relief as they looked around to see everything was back to normal.

Suddenly there was a flash and Uatu…..The Watcher appeared in front of all the gathered heroes. His sudden appearance put most of the heroes on high alert and ready to attack.

"Job well done Heroes" he said

"Who the hell is that" asked Colonel Fury aiming his weapon at the Watcher.

"No he's one of us" said Reed, "He's a friend"

"All of you have helped to end an unimaginable threat, not only to your Galaxy but the whole Universe and you all have my gratitude"

"What happens now Watcher" asked Sue stepping towards Reed.

"Now Ms. Storm I shall take the Infinity Gems and Thanos' remains and guard them both" he said

"Wait…..so you want us to turn the gems over to you" asked Colonel Fury "No not happening"

"I'm sorry Colonel Fury, but I was not asking….the Gems are too much of a temptation if left here on earth" replied the Watcher snapping his fingers. The Infinity Gems levitated off of the ground as did the remains of Thanos'

"So what you're not gonna be tempted" he countered.

"No….my people and I have evolved beyond such petty lust for power….we are simply content to Watch" Uatu replied, he turned his eyes onto the heroes, "All of you are great warriors and the Universe is forever in your debt...Farewell"

In a flash The Watcher, the Infinity Gems, and Thanos' remains were gone.

"Well...uh…so let's recap…We were caught in an intergalactic War, and then our reality got re-arranged and by some small miracle we were able to turn all of that around and come out on top" stated Spider-man

"Yeah that's about right" Johnny replied

"Well…there's only one thing left to do…pop the Champaign" he said with a smirk, but then his smirk quickly left his face as he thought about his Aunt, "Oh No….I have to go" he said. Spider-man stood up and quickly shot a web and swung away.

"I'm really starting to like that kid" said Iron Man rising from the ground and watching Spider-man swing away.

* * *

**Parker Household **

Spider-man landed on his roof and crawled through the open window of his lab. He dropped down to the ground and took his mask off. Peter quickly grabbed a few items of clothing that were thrown onto the ground and he put them on over his costume. He then ran down the steps of the attic and into the hallway.

"AUNT MAY!" he shouted, "AUNT MAY!"

"Down Here" she yelled back.

Peter quickly rushed downstairs.

* * *

**Downstairs**

Peter jumped down the last couple of steps and he looked for his Aunt, she was in the kitchen washing dishes.

"OH MY GOD AUNT MAY!" he shouted in joy.

"What?" she replied in shock thinking something was wrong. Peter ran to her and pulled her into hug.

"Oomph" she grunted from the powerful hug from her nephew. Peter hugged her tightly not wanting to let her go, he crushed his head into her chest, relishing in the fact that she was alive and in one piece.

"Aunt May…Oh my God…...I thought…I thought….…" he started before he stopped himself. He looked at his Aunt and he was struck with a thought.

* * *

**Flashback**

_Old Man" There's value in letting people get close to you….the whole you…_

* * *

"Thought what dear….." she asked him. Peter looked up at her and smiled.

"Nothing Aunt May…nevermind" he replied, releasing her, "I just want you to know that I love you Aunt May I do…and never for a second forget that….okay"

"I won't Peter….and you should know that I love you too" she replied kissing him on the head, "Are you okay….and when did you get home…you've only been gone for a few hours."

"I'm just fine and I just got home a few seconds ago" he replied looking at her and then at the dishes, "Here I'll wash the rest of these for you…..you go rest" he said still smiling at her.

"Thank you Dear…how nice of you" she replied taking her gloves off and getting ready to leave the Kitchen, but before she left she turned back to face him.

"Did something happen while you were out" she asked looking at him trying to figure out why he was acting so strangely.

"Oh….you know…..Just….Just the usual Aunt May" he answered with a smirk. She smile and shook her head at him and proceeded to walk out of the Kitchen, she then began to walk up the stairs, leaving Peter by himself in the kitchen. He let out a long sigh and glanced up at the ceiling.

"Yep…Just the usual in the life Peter Parker" he said softly, '_And the ever Amazing Spider-man'_ he thought to himself as a smile started to form across his face.

* * *

**End Chapter: Read and Review: ****Hey Readers it's Me Nomad88 back with the closing comments, and like that the War ends. This was the final chapter in the overall Kree-Skrull War story arc. I hope everyone enjoyed the chapter and I hope that it was even more epic than the last. There was a lot of stuff that happened in the chapter that's going to be of major note for down the line. A quick note, the overall arc is over…but there are a few loose ends that I need to tie up so the next chapter sees the return of the Interludes….now it will be a relatively short interlude, but it's a necessary one. While in this chapter I showed some hints for story lines down the road, the interlude is going to actually show the different plotlines that I touched upon, just to show you readers a few things I intend on doing at some point. Anyway again I hope everyone enjoyed the chapter and I hope I delivered the epic on this arc, because I've been boasting about it for a while, but that's up to you readers to decide. So just leave me a review telling me your thoughts was it epic or was it weak and if you have any question on this chapter, past chapters, or future chapters, just either leave your question in the review or just send me a message and I'll get back to you ASAP….I promise. So having said that this is Nomad88 saying until next time…**

**Ps: To all of my loyal fans for Batman Beyond and Secret Warrior Spider-man the wait is almost over…I just have to put up the interlude for this arc and then I'll dive right into Batman Beyond and then I'll dive into the new arc for Secret Warrior Spider-man…..cool…thanks for being so patient…..this is me saying Later…**

**Next Up: Interlude: Kree-Skrull: Aftermath**


	46. Interlude: Kree, Skrull War: Aftermath

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. Just so we are clear I DO NOT OWN THESE CHARACTERS. In fact ALL CREDIT goes directly to STAN LEE, MARVEL, and of course DISNEY. They are the owners not me, I'm not making any money off of this story, no money is being made, handed or exchanged so please find it in your heart to not sue me. Repeat please do not SUE ME! I have no money…thanks….now on with the story. **

**Hey Readers it's me Nomad88 back with another interlude. It's been a long time since we've seen an interlude, and I know you readers just want to dive into the next arc but this interlude is important because it sets up a few interesting and upcoming arcs that you readers might enjoy….so with out further adieu…Please Read, Review(A writer's fuel), and Enjoy…**

* * *

**Interlude: Kree-Skrull War: Aftermath**

**Baxter Building: 4:00pm **

Gwen Stacy opened her eyes and slowly pushed herself up into a sitting position. She curiously looked around the Baxter Building trying to remember how she got there and how she ended up on the floor.

"What…happened" she asked herself putting a hand to her head. Gwen turned her head to the open balcony of the Baxter Building and she saw and heard Johnny Storm aka The Human Torch fly threw the opening and land on the ground.

"GWEN!" he shouted, he looked and he saw her on the ground. He quickly rushed over to her and helped her to her feet, "Oh my God on are you okay" he asked hugging her tightly.

"Whoa. Johnny kinda tight" she replied. Johnny let her go and then kissed her on the lips, "What's wrong with you" she asked breaking apart from him.

"You will not believe what just happened" he said. Just then though the balcony the rest of the Fantastic Four in the Fantasti-Car flew through the opening and into the lab. Reed directed the car to land softly on the ground.

"Oh Man…..I'm gonna go sleep for a week" came Ben's voice as he stepped out of the Fantasti-Car, "Right after I go check on Debs and Alicia" he continued quickly stomping away.

"Whoa wait what happened" asked Gwen looking at the rest of the Fantastic Four as they got out of the Fantasti-Car; they each had a look on their face like they had been through hell.

"Don't worry I'll tell you all about it" he said leading her out of the lab, leaving Reed and Sue by themselves.

Sue let out a large sigh of relief and then turned to Reed; the couple looked at each and then immediately threw themselves into each others arms hugging each other with all of their might.

"Oh God Reed…for a minute there….I thought we weren't going to make it" she said in his ear while hugging him tightly.

"I know…I thought the same thing…..this was a challenge that none of us saw coming, that none of us could have predicted, but it was a challenged that we faced together and I believe that if the 4 of us stick together then there is no challenge that we can't overcome" he said reassuringly.

"Oh but Reed…that's just it" she said breaking apart and looking him in the eyes.

"What" he asked

"It's not just the four of us anymore" she replied, she took one of his hands and put it on her stomach, "It's now the five of us"

Reed looked at his hand on her stomach and he let out a sigh and then a smile feeling the small but growing bulge, _'Our child….Reed Jr...or Sue Jr...'_ he started to think but his inner musings were broken by Sue's voice.

"What do we do if something like this happens again Reed?" she asked, "What happens next time some evil alien comes baring down upon us…..or some Cosmic being starts attacking…or….or….." she started before closing her eyes and letting out a sigh.

"Sue….listen to me. I swear to you that I will do everything in my power to ensure that something like this doesn't happen again….and I promise you that no harm will ever come to our child….I give you my word" he said strongly to her.

Sue looked at him and wanted to believe him, but she wasn't too sure.

"Hey come with me I know what will cheer you up" said Reed taking her by the hand.

* * *

**Few Minutes Later**

Sue was lying on a table and one of Reed's scanners was hovering above her abdomen. She glances to her left to see Reed standing in front of his computer. Reed took a step back from the computer and he had a grin on his face.

"Okay…Sue…..take a look" he said stretching his arm over to the scanner over abdomen, he pressed a button at the scanner hummed for a second.

Sue turned her eyes to the humming scanner and then to the computer and her eyes widen, and she gasped with joy. On the computer screen was an image of her unborn child. All her feelings that she was feeling before were thrown out of the window as she looked at the Computer screen. Reed looked at her and a smile graced his lips.

"Say hello to our son" he said

"You mean our daughter" she replied

"Well whatever it is we both will love it" he responded turning back to the screen. Reed then stretched his hand over to the computer and types a few keys. A photo prints out of the computer and he grabbed it. He looked at it and then walked towards Sue and gave it to her. She sat up and stared at the picture.

"I've got to show this to Alicia" she said to herself happily while getting up off of the table, she gave Reed a quick kiss and she hurried out of the lab, leaving him standing there watching her run off.

"Me…a Father…a Daddy..." he started before his mind started to drift to his own father who mysteriously disappeared when Mar-Vell had appeared, "Dad….What happened to you….where did you go" he continued, with a slight sad tone in his voice. He had always thought his father ran out of him because he was tired of him, but to discover that he was transported to the distant future, a small part of him wanted to know what the future was like, but a large part of him wanted to catch up with his father….and finally get to know him, but it seemed like fate had other plans, and once again his father was gone.

**BEEP! BEEP! BEEP!** went a soft alarm from the computer. Reed was broken from his musings again by the beeping and he went to the computer and he pressed a button.

"What is it computer" he asked.

"Dr. Richards, my scanner had finally finished scanning and my analysis is complete" the computer responded.

"Analysis? To what are you referring computer?" he asked

"The Analysis to the fetus that is growing with Dr. Susan Storm"

At the mention of his unborn child Reed instantly grew concerned.

"What does your Analysis yield" he asked. On the screen of the computer an image of Sue and the child in her abdomen appeared.

"Sir…the fetus has already been exposed to cosmic radiation thanks in part to your and Dr. Storm's exposure….but scanner have detected another dose of cosmic energy has been add to the fetus and not Dr. Storm"

"How is that…." He started before he remembered something.

* * *

_**Flashback- Galactus' WorldShip- Taa II**_

_Terrax: "You vile monster I shall enjoy peeling the rocks off of you" _

_Johnny: "You'll have to go through me first Pal" _

_Johnny shot a wave of fire at Terrax shield his eyes and then growled in anger. He held up his axe and fired out several cosmic blasts. _

_Sue threw up a shield in front of Johnny and Ben, but a stray one was heading straight for her. The cosmic blast flew towards her but it passed through her abdomen safely and continued on. Sue looked down to see Kitty holding onto her leg. _

_Sue: "Thanks" _

_Kitty: "No Problem" _

* * *

**Present **

Reed was broken from his flashback as he remembered the cosmic blast that passed through Sue's body.

"Oh no….while Ms. Pryde did phase Sue away from the blast….but due to the strange nature of Cosmic radiation Sue was protected from blast power but not the radiation portion." Reed reasoned putting his hand to his chin, "Computer…..is the child in any danger"

"Thinking….Thinking….No…..child is not in danger but several theories have appeared for when the child is born"

"Name them" he said looking at the screen.

"Upon birth the child could have severe physical deformity due to the double dose of cosmic radiation….or…"

"Or what?" he asked.

"Or the child will be physically normal, but the child will have vast Cosmic powers that will be greater than your own…..but more data is needed"

"Thank you Computer….that will be all" said Reed. Reed walked towards his chair and he sat down. He looked up at the computer screen again and at the theories his computer gave him, he then leaned back and linked his hands together in deep thought.

'_So my child will either be deformed…or have more power than he or she will know what to do with…this is very disturbing'_ he thought to himself. As Reed was sitting in his chair he felt something poking against his side. He glanced down and his eyes landed upon the Ultimate Nullifier. Reed unclipped the device from his belt and he brought it up to eye level.

"The Watcher forgot to take this as well…..or did he" Reed asked himself as he eyed the device, "There might still be some use for you" he continued glancing from the nullifier and to the computer screen with an image of his unborn child.

* * *

**Place Unknown**

"Uh…..Ugh..." came the pained groan of one Nathaniel Richards. He opened his eyes and the first thing he saw was an all ethereal looking ceiling that he could partially see through. Through the ceiling he saw the blackness of space and the few twinkling stars. Nathaniel shaking his head pushed himself up into a sitting position. He lowered his vision to find himself inside some type of spacious throne room, which looked to be decorated with artwork that he couldn't quite place. Nathaniel turned to the left to see a set of steps that led up to a white throne, where a man was standing up staring at him. Nathaniel stood up and looked at the man with a curious eye. He saw that the man was garbed in a green and purple form fitting outfit, and there was a purple cape flowing behind him and a long purple hat was on his head. Nathaniel also saw that the man was fairly aged, maybe in his late 40s early 50s.

The man held up one of his hands and made a gesture for Nathaniel to step forward. Nathaniel took the hint and proceeded to walk up the steps until he was standing in front of the man. He got an even better look at him and a sense of déjà vu washed over him.

"I'm sorry for the intrusion…" Nathaniel started before being interrupted.

"You're not intruding Dr. Richards…..an intrusion would suggest that the person being intruded upon is not aware of the intruders presence, but that is not the case in this instance…I knew you were coming" the man replied with a smile

"You knew….how did you know I was going to be here…..wait.…" Nathaniel started before he realized the man said his name despite the fact that he didn't give it, "How do you know my name" he asked

"Because Nathaniel it is my duty to know everything that has happened, is happening, and will happen, that's how I knew you would be here, and as to how I know your name….as well….and also I believe it is appropriate for a son to know the name of his father" he replied

Nathaniel eyes widen in shock at the revelation of what the man just told him.

"Reed" Nathaniel stated in shock

"No" the man stated curtly "Your other son…. I was once known as Nathaniel Richards Jr."

"But I…Cassandra" Nathaniel said shock still evident in his voice.

"That's right…..Cassandra" he replied with slightly narrowed eyes.

"She named you Nathanial Richards Jr….."

"She did but that's not my name anymore….I have renounced that name and all of its connections" he stated take a small step back.

"What are you call…." Nathanial started before his son lashed out with a violent and powerful fist that caught Nathanial in the jaw, sending him tumbling down the steps, his mechanical suit clanging all the way down. Nathanial Richards Jr. let a smirk cross his lips and he made his way down the steps. He reached his father and used his foot to flip him over. He saw that his father was sporting a cut at the top of his head, that was bleeding and that he was unconscious.

"Damn….I've been waiting a millennia to do that… my name isn't Nathanial Richards Jr. anymore….its **Immortus**."

* * *

**Avengers Mansion 5:00pm **

Ben Urich and Jarvis both opened their eyes at the same time. They were sitting across from each other at one of the living room table in Avengers Mansion. Ben and Jarvis at the same time looked at each other and a look of confusion crossed both of their faces, because for the life of them they couldn't remember how they ended up in the living room of the Mansion.

"Ben…..what are you doing here" asked Jarvis looking at his friend.

"I-I…..I'm trying to remember…..the last thing I do remember is…..oh….I was coming to you to get an interview with the Avengers for their newest member" Ben answered looking at Jarvis, who had a look of realization on his face.

"Oh yes….now I remember….you called me and then I met you outside and then….nothing" he said.

"Yeah I also remember getting out of the cab and then….nothing…this is strange" he said more to himself than Jarvis.

"Welcome to Avengers Mansion Ben" Jarvis replied with a slight smile "Strange things happen here…..maybe….I.." started Jarvis.

"Jarvis I hate to interrupt you but maybe we should do our talk another day, I suddenly have the strangest feeling that I need to get home and hug my wife and kids" Ben said quickly rising from his seat. Jarvis rose from his seat as well and he followed Ben to the door, where he opened it and allowed his friend to leave.

Jarvis closed the door and shook his head, he was quite amazed that he couldn't remember anything, and usually prides himself on being able to remember everything. He walked off getting ready to go about his duties when he remembered something.

"Wait….I remember being in the gym" he said quietly to himself. Jarvis quickly made his way to the Avengers Gym.

* * *

**Gym**

Entering the Gym Jarvis eyes widen because laying on the mat is a young boy that could've been older than 18. Jarvis rushed to him and turned him over and he recognized him as Captain Avenger.

"Hey…..Captain Avenger are you alright" asked Jarvis.

"Uh….." Captain Avenger groaned before his eyes cracked open, "Uh…What happened…." he asked

"Can you remember anything" Jarvis asked

"Uh…No….no I can't" he replied just as the whole Mansion began to rumble. Jarvis looked around and recognized the rumble.

"What's that" asked Captain Avenger

"The Avengers are home" he replied, "Come on, maybe they can shed some light on our apparent memory lose" he said helping Captain Avenger to his feet.

* * *

**Avengers Hanger: 5:15pm **

A shield transport jet touched down in the Avengers Mansion Hanger. A ramp lowered from the jet and out walked the Avengers along with Agent Carter and each of them were in their respective costumes that they had on before the war broke out, but while they looked okay on outside, but on the inside they felt worn out and weary. They had each been through an ordeal that they couldn't even begin to describe. To them it had been six months since they have seen the inside of the Avengers Mansion, six months since they've worn their costumes, and six months since they've really seen each other. The heroes walked out of the Hanger and to the elevator that would take them upwards and into the Mansion area.

* * *

**Upstairs**

**Ding! **Went the Elevator as it arrived at its destination. The doors opened and the first thing the Avengers saw were Jarvis and Captain Avenger looking at them.

"Rick?" went Iron Man seeing Rick Jones in his Captain Avenger outfit.

"H-How did you know my secret identity" he replied looking at Iron Man with wide eyes. Iron Man glanced towards Agent Carter who gave him a quick look and shook her head.

"Uh…suit has scanner's kid…..saw through your disguise" said Iron Man.

"Oh…." He replied

"Excuse me Avengers but perhaps you can shed some light on the situation myself and Captain Avenger are having a bit of a memory loss, the last thing we both remember was being in the Gym with you all…but then everything after that gets a little hazy"

"Nothing to worry about Jarvis" Iron Man replied stepping out of the elevator and putting a hand on his butler's shoulder, "There was a villain we had to take care of he came in here and he attacked the two of you first, and we had to chase after him"

"But….But how did this villain hurt me" asked Captain Avenger "I'm…..invincible nothing can hurt me" he said

The Avengers looked at him not sure what to tell him, they didn't want to tell him that the source of his power was an all powerful gem and they didn't have the heart to tell him that his power was now gone.

Captain Avenger glanced at the faces of the Avengers, now Rick wasn't a stupid person he could see the look on their face at the mention of him being invincible. He looked to the left and at the wall that was few feet away. He went to the wall and quickly cocked his fist back.

"Rick No!..." Agent Carter tried to warn. Captain Avenger thrusted his fist out as hard as he could and he hit the wall and he felt absolute pain radiate through his fist and then his wrist.

"OWWWWWWWWW!" he shouted in pain cradling his fist, "W-What….What happened…..to my strength" he asked turning to the Avengers

"Its gone son" answered Captain America "Your strength is gone…the uh…the villain that came in here…he took your strength away"

"So….So you mean I'm back to being weak again" he asked sadness evident in his voice.

"Rick listen to me…and listen to me good you are not weak…you have strength in you that you do not realize….and…" started Iron Man.

"So can I be an Avenger" he asked interrupting him. Iron Man looked at him but remained quiet.

Rick was still cradling his fist when he suddenly turned and he ran away as fast as he could.

"RICK!" Captain America, Iron Man, and Agent Hill yelled out at the same time, but their shouts went unheard as he reached the door and quickly fled from the mansion. The Avengers watched him go with a solemn expression their faces, but that was broken by the sudden crash through the Ceiling.

**CRASH!**

"AVENGERS! ASSEM….." started Captain America before he saw who crashed through the ceiling. It was none other than their teammate Thor. Jarvis shook his head and looked at the debris that was on the floor from Thor's sudden entrance.

"I'll go get the broom" he said letting out a sigh and walking to go get the broom.

"My friends…where is the danger" he asked seriously.

"WHERE THE HELL WERE YOU!" Shouted Wasp storming up to him and jabbing her finger into his armored chest, "WE NEEDED YOU AND YOU WERE'NT THERE!" she continued to shout.

"I apologize maiden Wasp….I was unable to help you in your time of need because after I chased Loki back to Asgard he laid a trap for me and once I fought my way out of my brothers trap I attempted to return to Midguard, but the portal to this dimension was lost" replied Thor in an apologetic tone.

"Lost" Hank repeated.

"Yes, Hank of Pym, Heimdall the keeper of the portal for this dimension and my own told me that he couldn't access Midguard, so I went to my father the Mighty Odin and he told me that the Infinity Gems were the source of your woes"

"You damn right they were" growled Wasp

"I'm sorry Maiden Wasp…the Infinity Gems are artifacts that even the Gods dare not touch….if they were active you would've defiantly needed my help….how did you fare against the Gems"

"How did we fare….we got our assess handed to us…..the only reason why we're here is because Spider-man and the Fantastic Four were able to escape our world being reshaped into that Goddamn Skrull cesspool…if it wasn't for them we would probably still be licking their boots or dead! MOVE!" she shouted at him before pushing past him and walking off towards her room in the Mansion.

"Maiden Wasp I'm...sorry" he tried to say but his words went unheard. Thor watched her go and he felt a small twinge of guilt pass over him. If it wasn't for his mischievous brother Loki then maybe he would have been here and his presence might have tipped the scales. Hank Pym aka Giant Man walked towards Thor and put a hand on his shoulder.

"Just give her time….she's just stressed, we all are…it was a very trying ordeal….and we know that if you could have been there you would have" said Hank patting him on his armored shoulder reassuringly. He then passed by Thor and followed after his wife Janet.

Thor turned back to Iron Man, Captain America, Hulk, and Agent Hill.

"Do you all feel the say way as Maiden Wasp" he asked

"No" responded Captain America "You were trapped in your own dimension by the Infinity Gems….you are not at fault Thor…..and I believe Janet knows this…she's speaking out of anger my friend…give her time" smiled the Captain

"How did you all escape the realm of the Infinity Gems" Thor asked, but before anyone could answer the Hulk began to growl and grunt.

"GRRRRRR! ARGH!" grunted the Hulk. The remaining Avengers turned to him in curiosity, but they relaxed as they saw that the Hulk was beginning to shrink. He kept shrinking and shrinking and his muscles started to reduce in size and his green skin turned back to tan and pinkish. In the spot the Incredible Hulk once occupied, there was now Dr. Bruce Banner.

"Ugh…Ugh what happened" he asked looking around at the remaining Avengers. He straightened up and he grasped at the large pants that were falling off of him.

"Banner" stated Iron Man

"The last thing I remember is green aliens trying to shoot me" he said looking between them.

"Come on….I'll tell you both all about in my lab…I have to make some adjustments to my suit anyway and then after that I'm going to sleep for a week" Iron Man replied. Dr. Banner nodded his head and made his way out of the elevator and followed after Iron Man and Thor.

"Wait…first we have to stop by room so I can get me a change of clothes" said Banner.

Captain America watched the three leave and he let out a sigh of his own, he reached up and pulled back his mask reveal the tired face of Steve Rogers, he turned to Agent Carter and looked at her.

"So I guess you'll be heading back to shield then" he asked her.

"Yeah….Fury wants me there for the debriefing with Maria and Carol" she answered. Steve nodded his head at her answer, and the two stood there for a second looking at the other, wanting to say something but neither really the having the courage to go first. Before the whole Kree-Skrull War started they had this intense attraction to the other, whenever they were in the same room they would catch each other's eyes, or find themselves anticipating to see the other whenever Shield came to the Avengers Mansion. During the six months of separation those feeling that they had for each didn't go away, they only intensified. While in his cell trying to think of a way to escape Steve's mind would always drift towards Sharon wondering was she safe or even if she was still alive, and the same went for Sharon, she often find herself wondering how he was doing within Thanos' Palace and if he had perished the games, but now that the Kree-SKrull War was over and everything was back to normal all the things they wanted to saw the other they could do it now, but at the current moment they found themselves stuck and back at square one.

"Um….I…I guess I should get going now" she said after a long minute.

"Yeah….you don't want Fury to start worrying" he replied with a small smile.

"Right…so…um…I'll see you later" she said nervously while making her way to the elevator. Steve watched her go and a twinge of longing started to creep into him. She entered the elevator and it closed and began to go downwards. Steve let out a sigh and then turned and saw Jarvis standing there with a broom in his hand.

"You should have kissed her Master Rogers" he said with a smile on his face.

"I know…..but…uh…" he started rubbing his neck, "What have I told you about calling me Master Rogers….it's Steve okay…Steve" he said changing the subject and walking past Jarvis who still had that smile on his face. He watched Steve turn a corner and head to his room, but then after that Jarvis looked at his watch and then looked at the Elevator.

"I believe Ms. Carter should be arriving in 5…4…3...2…" he started to count before

**DING! **Went the elevator arriving on the floor again; it opened at out stepped Agent Carter in a hurry.

"Jarvis did you..."

"He went to his room" Jarvis replied

"Thanks" she said quickly walking past him and towards Steve's room. Jarvis watched her go and he shook his head and his smile grew larger.

"Ahhh to be young and in Love" he said to himself as he began to sweep up the debris left by Thor.

* * *

**Steve's Room**

Steve had just entered his room and put down his shield when he heard someone knocking on his door. He let out a sigh and went to the door and he opened it and his eyes widen slightly. Standing there was Sharon Carter.

"Shar…." He started before she closed the distance between them and pulled him into a kiss. Steve immediately responded by returning her kiss and pulling her into his arms. No words were spoken because none were needed; they both knew how they felt about each other. Steve without breaking the kiss began to back up, he closed his door with his foot and then he led the two of them over to his bed where they fell down. Their kiss intensified with passion, passion they had held back for far too long. Steve pulled her close and rolled on top of her, she wrapped her arms around his neck pulling him even closer and a moan escaped her lips as his hand traveled down her lean and toned body. His hand then traveled to the zipper that was on the front of her shield issued uniform and he pulled it down.

* * *

**Pym's Room**

Hank Pym opened the door to his room that he shared with his wife Janet Pym. He looked around the room and he saw his wife sitting on the bed with her knees pulled up to her chest. She turned her head towards the door and Hank could see the sadness in her eyes. He closed the door behind himself and walked towards their bed. He got on the bed and sat next to her and pulled her close and he held her in his arms. He put his chin on her head and closed his eyes and relished in the fact that the two of them were alive to see another day.

* * *

**Later: 9:30pm**

Hank slowly opened his eyes and the first thing he saw was the sleeping face of his wife. She looked far more peaceful than she did a few hours earlier. He gently reached up and rubbed her cheek affectionately, they didn't say too much of anything, they just simply held each other trying to draw strength from the other. It was a tender moment between the two, a moment that Hank will never forget for as long as he lived. He took a breathe and as gently as he could he disengaged himself from his wife and he rose from the bed.

Once he was out of the bed he cast a look at his sleeping wife one more time and then he turned and left the room silently.

* * *

Hank walked along the quiet hallway of Avengers Mansion.

'_Everyone must be sleep….resting from this ordeal of the Kree-Skrull War'_ he thought to himself. He turned a corner and he walked towards the elevator that was at the end of the hall. He got aboard the elevator and he pressed a button. The elevator doors closed and proceed to go downwards, deeper into Avengers Mansion.

* * *

**Underground Lab**

The doors opened and Hank stepped off of the elevator to find himself in the underground lab that was located under the Mansion. The lab was very spacious and filled with all types of gadgets and weaponry that the Avengers would need to fight any of the number enemies that they had accumulated over their period of being together, but none of those interested Hank. The underground lab was shared by him and Tony, and Tony had most of the room in the lab, but there was a section that Hank owned or operated out of and that's where he was going.

He reached a door and he put his hand on the pad.

"HANK PYM HAND PRINT RECOGNIZED" came a computerized voice. The doors swished open and Hank made his way inside.

* * *

**Hanks' Lab **

His lab was almost as big as Tony's but not quite, he had gadgets and mechanical parts all around the lab, but one thing in particular caught his eye; it was a brown sheet that was covering an invention of his that he had been working on for some time. Hank went to the cover and he pulled it off to reveal a robot lying on a table. The robot was about 6'6, with a shiny silver armor, that was made out of chrome steel. The robot's head was of a curious design, big bug like eyes, sharp pointy ears, and the mouth was open. There were wires from the large computer in the lab that were connected to a few ports inside the robots head.

Hank eyed his invention with hope.

'_We will never be caught unprepared again….I came this close to losing the woman I love…I can't lose Janet…..I can't'_ he thought to himself seriously. He cast a look at the robot and then at the computer.

"Computer…..activate Ultron Mark I" stated Hank

A hum began to sound and there was an electrical spark that ran from the computer through the wires and into the head of the robot that was named Ultron. The eyes of Ultron began to glow red as well as the open portion of its mouth.

"Ultron Mark I is online…..greeting Dr. Pym…how can I be of service to you" asked Ultron in a mechanical voice while turning to its creator.

"Ultron have you finished reviewing all of earth's history" he asked walking to the computer.

"Yes Dr. Pym I have…..while you have been gone I have been studying, learning about everything on earth…..I am ready to help you save it" replied Ultron

"That's good to hear Ultron, but I'm not quite ready to show you to the public just yet" Hank said as he started to type into the computer.

"Why Dr. Pym" Ultron asked sitting up.

"Because…there has been a recent development, your primary function is to no longer just to help me save the world….but it's also to help me protect the world…..to help me protect Janet" he said softly looking down, but then he quickly looked back up and he started typing again.

There was another spark from the computer that traveled through the wires and into Ultron.

"Primary objective changed…Primary function Protect the world…..Protect the Earth…..Protect Janet…..analyzing primary objective and comparing with history of the earth…..scanning…..scanning….comparing…solution found. Ultron Primary objective has been accepted…..shall I begin phase I of protecting the world and saving Janet Dr. Pym"

"Yes" Hank stated turning to Ultron.

"Very well…..Phase I shall commence…Phase I: Mass Production of the Robot Ultron in effect…planning plans for Ultron Mark 2 through 100" said Ultron.

"You're mass producing yourself" asked Hank walking over to his creation.

"Yes Dr. Pym…in order to protect the world and save Janet there must be more Ultron, I believe the colloquial term is Strength in Numbers" answered Ultron.

"Yes…I see your logic…..alert me once you have finished mapping out the plans I want to review over them" said Hank as he turned and headed for the door.

"Yes Dr. Pym I shall alert you" Ultron replied

"Goodnight Ultron" said Hank over his shoulder, exiting the lab.

"Goodnight…..Dr. Pym" Ultron replied lying back down on the table, "Accessing…..data files…Data files on Protection accessed….scanning...Protection files opened, scanning files on weapons….combat….more files needed…scanning…scanning….pulling up data files on...War. Data files found…scanning….scanning…..Learning…..Learning…." Ultron continued all throughout the night.

* * *

**Xavier School For the Gifted: 9:35pm **

"Ahhhh….much better" came the voice of Katherine 'Kitty' Pryde stepping out of the bathroom, and into her room. Kitty's room was a standard dorm type of room, complete with a comfortable bed, a desk, a TV, and its own personal bathroom. Kitty had a towel wrapped around her body and a towel wrapped around her head for her hair. Once the X-men had said their goodbyes to the Avengers, they began to search for the e X-jet and once they found the jet they got aboard and headed back to their own slice of heaven, Westchester, New York. The first thing they did when they got back was rush Jean down to the infirmary, where the Professor was already waiting. He told them midway through their trip he had sensed their distress. The X-men immediately began to tell Professor X about the whole Kree-Skrull War ordeal. He tried to read their mind about the event but for some strange reason whenever he tries to access that particular memory he received a small backlash of telepathic thoughts almost as if there was a barrier around those sets of memories.

After they had finished repeating the whole story the X-men began to disperse and head to their respective quarters for some long over due rest, because for most of the X-men minus Kitty they haven't seen their rooms in six months. Scott and Jean stayed down in the infirmary with the professor, while Logan went off on his own, Bobby, Rogue, Storm, Colossus, Jubilee and Kitty went off to their rooms, while Beast went to his lab.

Kitty decided the first thing she wanted to do was take a nice hot long bath.

"Man what a day" she commented going towards her bed and falling down. She heaved a sigh and turned over. She glanced upwards at the poster of Spider-man on her ceiling and a smile crept along her face. Kitty then looked at the walls of her room that had more spider-man posters all over it, "Well today wasn't a total loss, I got a chance to team up with Spider-man again" she said, letting out a long yawn. Kitty was about to drift off to sleep when there was a knock at her door.

She looked at the door and let out a sigh of frustration, she got up off of her bed and stormed up to the door, and she unlocked it and swung it open.

"CAN'T A GIRL GET…" she started in anger before seeing who was at the door "….some rest….uh...h-hi…Piotr" she continued. Standing at her door was Piotr Rasputin aka Colossus. He was wearing a white wife-beater that clung to his muscular and defined frame and loose red sweatpants. Kitty stared at him with her mouth slightly open. Ever since Professor X made it so he could speak English, Piotr had been making it a point to talk to everyone at the Mansion but for the most part Kitty seemed to be the one he talked to the most and she didn't mind one bit. Along with have a huge crush on Spider-man she also had one Piotr, it started when he first got to the mansion. She would find him out in the gardens of the Mansion with his canvas and painting tools, just painting. He had caught her spying on him one day and he waved her over and directed her to sit down on a bench, where he painted her picture. He gave her the picture and she thought it was the most beautiful painting of her she had ever seen, not that she's seen many paintings of herself. She still had the painting hanging on her wall next to one of her posters of Spider-man.

"I apologize Katya….I did not mean to….." he started before she interrupted him.

"NO!...I mean no Pete you're not interrupting me….I thought you were Bobby trying to play a prank or something" she replied quickly with a smile still on her face. It was then that her eyes drifted to the item in his hand, it was a bowl that had foil wrapped over it, "What's that" she asked

"Well I prepared some of my mother's home made soup and I knew how much you like my mother's soup so…..I….here" he said handing her the bowl.

"Thanks Pete….I'll be sure to eat it before I go to sleep" she replied.

"Good…..pleasant dreams Katya" Piotr said giving her a smile before turning and walking away from her door. Kitty poked her head out of her door and watched him walk away; more specifically she was watching his butt.

'_Nice'_ she thought to herself before stepping back into her room and closing the door.

"God he is so dreamy" she said going over to her bed. She sat down on her bed and took the foil off of the bowl, and grabbed the spoon that was inside and began to eat. As she was eating her eyes went to the painting that Piotr did of her and then back to her Spider-man poster. As she was looking at the poster she began to think about her adventure with the wall-crawler, but then a thought suddenly struck her….like a bolt of lighting. All throughout their adventure Spider-man kept calling her Kitty. Every time he addressed her he said Kitty.

"He kept calling me Kitty….but…." she started.

* * *

_**Flashback: Week ago: X-Jet**_

_Spider-Man: "So what are your names….I mean you guys know my name right its only fair that I know yours" _

_Kitty: "Well I'm Shadowcat…" _

* * *

**Present**

"I never told him my name was Kitty…" she out loud "And none of the X-Men used my real name….maybe Logan…..no he calls me half-pint and everyone else calls me Shadowcat when on missions...and that was Spider-Man's first time even meeting any of us…so how did he know my name" she asked herself eating more of her soup and looking at the poster.

"Okay Pryde time to put those detective skills to good use…okay no one said my real name on the jet, and he was meeting us for the first time…..which means….oh my God…..he recognized me…which means that I must know him, because not many people know my name, because we live so far away from any prying eyes. So I met him and told him my name…..that narrows it down since I don't give my name out often…..so where….." she started before leaning back in her bed, she turned to look at her poster again "I'm onto you Spider-man…..I'm gonna find out who you are" she said with a smile on her face.

* * *

**Infirmary: Under the Mansion**

"So….how bad is the damage Professor" asked Jean sitting up from the bed she was lying in. Professor X let out a sigh and wheeled himself from the head of the bed she was on and to the side of Jean so she was facing him and he was facing her.

"Jean….the barriers that I placed in your mind to help you contain the phoenix has been weakened considerably, I've begun the process of rebuilding them to be stronger but it will take some time….and in that time…" he started

"The Phoenix could burst through the weakened barriers…at any moment" Jean finished rubbing the back of her neck, "So what do I do" she asked him. Professor X leaned back in his wheelchair and let out another long and heavy sigh.

"I wish I had the answer Jean, but I don't…The first thing you should do is not panic"

"Are you sure…this seems like a good time to start panicking, an all powerful entity is inside of me trying to claw its way out" she replied in a frustrated tone.

"Jean I know this is difficult but you mustn't lose hope, you are stronger than the Phoenix…I believe once you realize that you'll be able to control it" said the Professor softly

"I wish I could believe that"

"Jean I want you to do your breathing and focus exercises that I taught you, from what we know about the Phoenix it seems to only come to you when you are in a stressful situation or when your focus is elsewhere, so I want you try to regain your focus, which will bring down the amount of time needed to reform my psychic barriers" he said

"Yes Professor" she replied

**KNOCK! KNOCK!** The two turned to the entrance of the infirmary to see Scott standing there with a tray of food in his hand.

"Is this a bad time" he asked

"No Scott, Jean and I were just finishing up. Don't worry Jean we'll get through this…I promise" said Professor X before wheeling around and wheeling towards the door, "Goodnight" he said over his shoulder wheeling out of the room leaving the couple alone in the room.

Scott watched him wheel away and then he turned back to Jean who smiled at him.

"I brought you something to eat" he said walking into the room and towards her bed

"Thanks" she replied watching him put the tray down on the end of the bed.

"How are you feeling" he asked sitting down next to her.

"I feel fine…..better than before now that the Professor repaired some of the barriers around the Phoenix. Scott….I'm scared….the Phoenix….is too powerful I don't know how long I can keep…"

"Jean you can beat the Phoenix, I know you can, you've been doing it"

"Scott each time the Phoenix leaks through it gets harder and harder to contain her….there's going to come a time when I won't be able to contain her and on that day I just hope you and the rest of the X-men are as far away as possible"

"Jean that's not going to happen, you won't let it happen, neither will the Professor won't let that happen and neither will I" he replied reassuringly pulling her into a tight hug. Jean wanted to tell him that he was wrong but she couldn't bring herself to do it so she didn't, she returned his hug relishing in the fact that she had someone like Scott in her life to help her through times like she was going through right now. Jean was hugging Scott when something caught her eye. In front of her bed there was a mirror hanging on the wall. Jean looked at their reflection in the mirror and her blood ran cold because in the mirror she wasn't hugging her fiancée it was a fiery looking bird in human form hugging him, the human looking bird looked up at her and an evil grin passed over its face. Jean quickly closed her eyes and hugged Scott even harder.

* * *

**Manhattan General Hospital 10:00pm**

"GAH!" came the pained gasp from one Quentin Beck. His eyes opened fully darting around trying to figure out where he was and where this intense feeling of pain was coming from. He weakly reached up to the oxygen mask on his face and gently took it off of his face. He tried to sit up but that intense feeling of pain tripled and both of his hands went to his midsection.

"G-G-God…." He struggled to say closing his eyes tightly. He could hear his heart monitor beeping rapidly. He tried to take some deep breathes but he was unable.

The doors to his room opened and in walked several nurses who rushed to his side.

"Mr. Beck calm down" one nurse said to him, she quickly reached the oxygen mask that he had took off and put it back over his nose and mouth, "Mr. Beck just breathe….breathe….." said the nurse nodding to one of the other nurses in the room. The nurse pulled out a syringe and went towards Quentin's I V. She pushed down on the plunger and the drugs inside the syringe entered the I V and into Quentin's bloodstream. The pain he was feeling immediately began to melt away. He relaxed in his bed and the nurse standing next to him put a smile on her face.

"There is that better" she asked.

He nodded his head.

"W-What…..h-happened…t-t-o me" he asked

"Well Mr. Beck we are uncertain as to what happened to you but…" started the nurse, before several police officers entered the room and they were followed by Lieutenant Terry Lee.

"Quentin Beck aka Mysterio" stated Lieutenant Lee.

If Quentin wasn't so drugged up he would've been worried, but he just laid in his bed extremely relaxed.

"Please he needs to rest" said the Nurse

"This won't take long" Terry replied pushing past her, "Mr. Beck you are under arrest for robbery and assault, you have the right to remain silent and anything you say can and will be used against you in the court of Law….do you understand what I've just said to you" she asked.

Quentin nodded his head. Lieutenant Lee pulled out a pair of handcuffs and cuffed one of his arms and then put the other to the hospital bed.

As she did that Quentin began to think about how he ended up in the hospital to begin with.

'_Quentin…..how…..where is your power…I remember have unlimited power…but where did it go….the last thing I remember…..Spider-man…..he must've done this me…..and I swear I'll get him back for this'_ Quentin thought to himself.

* * *

**S.H.I.E.L.D. Helicarrier: Same Time: Colonel Fury's command room **

"And that Sir concludes our report" stated Agent Hill. She along with Agent Danvers were standing in front of Colonel Fury's desk looking at him. They had just finished going over their detailed description of their experience during the Kree-Skrull War. Once their world was returned to normal they began to gather their Shield Agents who were present and proceeded to make their way back to the Main Helicarrier. Fury spent the last several hours going over diagnostics trying to see if they could pick up any lingering Skrulls or Kree but it seems that Spider-man transported all of them back to their home planet. After he had finished his diagnostic review he ordered Agent Hill and Danvers to tell him where they were for the past six months.

Colonel Fury leaned back in his seat and rubbed his chin, feeling the stubble from not being able to shave properly for the past couple of months. His eyes past between his two agents, first his eyes darted to Agent Hill and then they went to Agent Danvers where they lingered for a long second.

"Danvers can you still access your new powers?" Colonel Fury asked.

"I'm uncertain sir…..I haven't tried" she replied

"Well that is your new priority….I want to know if these new cosmic powers of yours is still intact" he said

"Yes sir"

"Also, there one other thing I wanted to ask" he started while leaning forward "Give me your honest opinion on Spider-man"

"I think he's a valuable asset. About as valuable as the Avengers, or the Fantastic Four" stated Agent Danvers.

"Yeah he's valuable but he's a loose canon. A stupid loose canon" said Agent Hill

"He's not stupid" Agent Danvers replied

"Then what do you call pissing off a Powerful Cosmic being who I have no doubt will want to retaliate against us"

"You don't know that, and we still have the Ultimate Nullifier…and I call what he did admirable….he was doing what he thought was right and he did save that entire planet"

"At the expense of our own" Agent Hill replied glancing at Carol, who glanced at her.

"Enough" stated Fury "Thank you for your opinions….I'll think about this matter further before I decide about what to do with him. Good work the both of you….take some time off….get lost on a beach somewhere, just report back here in a week. You're dismissed"

Agent Danvers and Agent Hill nodded their heads and turned and left his office, leaving him alone.

"What a day" he sighed out leaning further in his chair, "More problems…..just what I need. Computer on" he stated turning to the computer that on his desk. The computer beeped and then turned on, "Fury Log number 451….List of things to do. First…Expand Avengers our latest battle with the infinity gems has led me to determine that more Avengers are needed. Second: Our latest battle yielded another encounter with an alien race…two alien races actually and I just received news that another alien entity might be on the way here….this further proves the fact that the S.W.O.R.D. initiative needs to be put into effect immediately. Lastly….Spider-man….what to do with him….clearly he's a valuable asset but should he join the Avengers or should he join Shield…..before I decide that I need to find out his identity...make a note to contact The Widow for this mission" Fury continued.

* * *

**Agent Danvers' Quarters**

Agent Carol Danvers entered her private quarters on the shield helicarrier and the door swished closed behind her. She looked around her room and she let out a sigh, a whole range of emotions where running through her mind at the moment. She didn't know whether to feel sad, angry, relieve, or happy. She was sad and angry at the fact that her boyfriend and at one point who she thought could've been her future husband Phillip Lawson aka Mar-Vell was dead, and at the same time she was relieved and happy at the fact that the world is once again back to normal and that she'll live to see another day. Carol slowly walked towards her bed and sat down. She ran her hands through her long blonde hair

* * *

_Mar-Vell: I Love You_

* * *

She gripped her hair hard as she remember the last thing he said to her before Thanos killed him, and like water flowing down a river the tears that she had been holding back started to roll don her cheeks. She had been trying to stay strong for the sake of the mission and she didn't want to show vulnerability in front of the others but now that she was by herself in the safety of her own quarters she let the tears go. Hot tears fell down her cheeks as she cried for the death of her lover.

Carol didn't know how long she sat on her bed crying, but she quickly wiped her tears away. She stood up from her bed and went into her bathroom; she went to the shower and turned it on. She slowly took her uniform off and she stepped into the shower. The warm water hit her body and she welcomed the calming sensation that the water had on her. She was hoping that the water could wash away her pain, but it didn't she could feel the tears coming back and they did. Carol closed her eyes leaned forward and put her head on the wall crying heavily, but then her sadness turned to anger. She raised her fist and she hit the wall as hard as she could

**KRACK!**

She raised her fist again and hit the wall

**KRACK!**

She raised her had again

**KRACK! CRUMBLE!** Carol quickly opened her eyes and had just enough time to step back as a whole section of her wall came crumbling down, and she could see into her bedroom. She wiped the water and tears from her eyes and then looked at the wall that was on the floor; she raised her hands to her face and looked at them.

"I didn't even feel….." she started, "I still have my powers" and with that sudden realization the sadness that had just over taken her because of Mar-vell's death lifted ever so slightly.

* * *

**In the air **

Iron Man was flying through the night time New York air. He glanced downwards and looked at all of the people down below.

'_We came so close to losing everything'_ he thought to himself, _'If it wasn't for a few brave individuals then none of us would even be here'_ he continued. As he was flying through the air his mind started to drift to another individual.

"Suit…patch in a call to Nick Fury"

"Yes sir" his computer responded. **RING! RING! RING!**

"Stark what is it…I'm busy" came Fury's gruff voice.

"I need a favor Fury" Iron Man replied

"What is it?" Fury asked

"Before I tell you I have to ask you a question…are you still in New York"

"Yeah…..we're still hovering in New York air space why?"

"Well…..I was wondering do you have any open positions" Iron Man asked as he flew faster in the air.

* * *

**Bronx, New York: Dean and Denise Thompson household **

"Well look who's come crawling back" came the voice Denise as she looked at Rick. He had tried to sneak back into his room through the fire escape but his foster mother Denise had heard him and she came baring into the room, "DEAN! RICK IS BACK!" she shouted. A few seconds later Dean appeared from around the corner and his eyes landed on Rick. Rick saw the cast that was around his hand. He could remember how his hand had snapped when he had hit his face but he couldn't remember how he did it, he just knew that he suddenly possessed super strength but now it was all gone.

"You little piece of trash how dare you come back here after what you did to me…..I got work with this hand, you little bastard…..I have a family to provide for and you do this to me" he growled quickly making his way towards Rick

"How did you do that?" asked Denise "Are you one of those freaks we've been hearing about…..are you a mutant"

"N-No…." he started

"DON"T LIE TO ME! That's it isn't it you're a mutant….I can't believe it a mutant freak living here" Denise shouted.

"I'M NOT A MUTANT!" Rick yelled back

"Really….so me breaking my hand on your face was a fluke" Dean questioned with angry eyes, "Let's test that theory out shall we" he said. He turned and went to the door and he reached around the door and pulled out a bat.

Rick looked at the bat with wide eyes, but something strange happened Dean and Denise both had looks of fear on their faces, but their eyes weren't focused on him. He turned around and hovering behind him was none other than Iron Man. He held up his hand and a small repulsor blast erupted from his hand and blew a small hole in the house and he flew in and landed a few steps in front of Rick.

"Why don't you test that bat out of me instead big guy….come on free shot" said Iron Man threateningly.

Dean was frozen in his spot, he glanced at the bat in his hand and then at Iron Man, he could see his hands glowing slightly with repulsor energy. Dean swallowed hard and then dropped the bat.

"Good boy" Iron Man replied, he glanced over his shoulder at the shocked young man, "You alright kid"

"Y-Yeah" he replied

"Good…come on we're out of here" he said to him. Iron Man turned and moved towards Rick and grabbed him by the waist. The boosters in his feet roared to life and the two flew through the hole and away into the night.

* * *

**Central Park**

Iron Man landed on the ground in the middle of Central Park and he let go of Rick.

"Thanks Iron Man" he said

"No problem Rick" he replied

"What are we doing here?" he asked looking around Central Park

"We're meeting someone" Iron Man answered

"Who"

"Me" came a voice. Colonel Fury turned off his cloaking device and he appeared right next to Iron Man.

"W-Who are you" Rick asked

Colonel Fury and Iron Man glanced at each other before looking back at Rick.

"I'm your new employer Colonel Nick Fury of S.H.I.E.L.D" he replied looking at Rick.

"I've never heard of you guys"

"I know" Fury said, "Iron Man here told me you wanted to be in the Avengers….well this is how you do it….you come work for me, I'll train you and once I feel that you're ready you can be a full fledged member of the Avengers"

"R-Really"

"Yes"

"This is your chance Rick, take it, join Shield" stated Iron Man

"Wait…isn't there some sort of test I'm supposed to take first to see if I'm qualified to join Shield" he asked

"Trust me kid…you've already past the test" Fury answered cryptically.

Rick looked at him curiously but didn't press the issue.

"Okay then I accept….I'll join Shield" he said with conviction.

"Good…come on, our transport is over here" said Fury turning and walking away. Rick was about to follow him when he turned to Iron Man.

"Thank you"

"You're welcome….you earned it"

Rick gave him a smile and then rushed after the retreating Fury.

Iron Man activated his boosters and he took to the air again.

'_Well that's done….now all that's left Tony is to go to….'_ He started to think before he disappeared in a flash of white

* * *

**Elsewhere: Desert**

'_Sleep'_ Finished Iron Man, "Whoa, where am I" he asked no one in particular. One minute he was flying through the air and the next his was in the desert

"Suit where am I"

"Scanning surroundings sir…you are in the middle of the Sahara Desert" his suit answered.

"How did I get here" he asked, but he had to cover his eyes because there was another flash. He lowered his arm and he saw Reed Richards standing right next to him.

"Where am I" asked Reed looking around "Iron Man" he stated curiously.

"You're in the Sahara Desert Reed"

"Well how did I get here?"

"That would be my doing Heroes" came a voice.

Iron Man and Reed turned around to see The Watcher floating behind them.

"Uatu" said Reed.

"This guy again"

"Hello Heroes I'm sorry to disturb you again after such a trying battle, but I need to inform you of the coming times" Uatu stated

"Coming times" Iron Man repeated.

"Yes, there are trying times ahead of you and in order to survive you must band together"

"The Avengers and the Fantastic Four" Reed questioned

"No…only the leaders of each group" Uatu responded.

"You Iron Man, leader of the Avengers, and you Reed Richards leader of the Fantastic Four. Both of you represent a type of thinking process that will be needed for the coming battles and you must find other leaders like yourself because only by pooling together your resources can you stop what's coming, so another battle like the Kree-Skrull war will never happen" said Uatu

"Wait what's coming….." Iron Man started

"I can not say I've already said to much…..farewell Heroes I've done all I can…the rest is up to you" said Uatu before snapping his fingers and making Reed and Iron Man disappear.

* * *

**Central Park**

Iron Man and Reed appeared in Central Park

"Okay…what just happened" asked Iron Man

"Uatu just tried to warn of us an impending battle and we must for a group of like minded leaders to deter this battle" Reed answered.

"I know Reed I was there it was Rhetorical" Iron Man stated.

"Oh"

"Do you trust this guy Reed?"

"I do…if it wasn't for Uatu then we wouldn't have been able to stop Thanos" Reed replied

"So he wants us to form a secret group of leaders"

"I believe so" Reed replied.

"What are we gonna call ourselves…..the **illuminati**"

* * *

**Sahara Desert**

Uatu lowered his hand and a smile began to form over his face and then a sinister and evil laugh began to escape his throat. As he was laugh his features began to shift and change to that of a dark tanned skin man that was about 6'7, he had medium length dark hair, yellow glowing eyes, and a goatee on his face. The man was garbed in an all white suit that clung his to his lean muscular frame.

"Foolish humans" came his light baritone voice. Suddenly there was a flash in front of him, and from the flash the real Uatu appeared before him towering over him.

"You dare to impersonate me and to interfere with these beings…it is forbidden Beyonder" Uatu stated angrily

"By who Uatu….you still think that we abide by the rules you and your pathetic bunch of Watchers adhere to….you are quite mistaken. I do as I please and I think messing with these inferior beings is just too much fun" said the Beyonder changing his size so he was the same height as Uatu.

"This is not going to end well for you, these humans are not as inferior as you believe them to be…..you will cause irreversible damage if you do not stop what you're doing" Uatu warned.

"Listen Uatu….if you truly believe that then use your powers to stop me…..but otherwise shut up and do what you and your kind do best….Watch" said the Beyonder before vanishing in a flash of white.

* * *

**Across Town: 1: 15 am**

Spider-man swung through the quiet night time air enjoying the cool breeze and enjoying the fact that the Earth belong to humans again. He swung around several buildings until an apartment complex came into view. Spider-man swung upwards and he landed on the side of the building, he crawled along the wall until he reached a particular window. Stealthily he peered through the window to see that the whole apartment was dark except for the light of the TV that illuminated the living room. He peered further and he could see Gwen Stacy asleep on the couch. Spider-man looked at her and released a heavy sigh.

'She's safe…..thank God' he thought to himself, he was about to leave when he saw her shift on the couch and her cover fall off. He opened the window and he crawled inside towards her. He silently dropped down to the nice carpet and he picked up her cover and placed it back on her, but as he did that though, she let out a sigh and opened her eyes.

"Thanks Dadd….AHHHHHHHH!" she shouted flailing on the couch, she tried to back hand him but he blocked it.

"Calm down Calm down I'm not here to hurt you" he said quickly trying to get her to stop yelling before she woke the neighbors.

"CALM DOWN! You want me to calm down your in my home at…1:15 am and you want me to calm down NO!" she growled at him angrily

"I'm sorry….I-I-I was looking for Captain Stacy I thought he might be here but he's not I saw your cover fall off and I-I put it back on you" he replied

"My dad's not here…..he's working the late shift at his job tonight….why didn't you check at the precinct first…I mean that is where you guys meet most of the time isn't it" she asked looking at him. Spider-man rubbed his neck sheepishly.

"Uh I guess you're right…..silly me" he replied, he stood there for a second just looking at her and feeling a sense of longing creep through him, "So…uh…..I guess I'll be going now"

"Yeah…I think that would be best too" she replied standing up. Spider-man turned and headed for the window, he hoped on the window seal and was getting ready to jump out, before Gwen grabbed his arm to stop him.

"Hey….listen um….I just wanted to say thank you" she said

"For what" he asked

"Well….today Johnny told me about the whole Kree-Skrull war thing…and how the whole reality was changed. If this was coming from anyone else I would be concerned but seeing as how he's part of the fantastic four and crazy stuff seems to happen to them daily….it must be true. He told me how you and he saved that planet and how you used the gems….and well, I'm sure you don't hear this a lot but thanks" she said softly.

"That really means a lot….and you're welcome…it's kinda my thing" he replied. Gwen still had her had on his arm and right before she took it off she was struck with a strong dose of déjà vu, being this close to Spider-man she felt like she knew him, and she knew him well.

"I know this is a strange question but…..have we met before…..I mean…..you know when you weren't wearing you mask, because I get this strange sense that…I know you" she asked.

* * *

_Old Man: There is value in letting people know you…..the whole you…_

* * *

Spider-man gently pulled his arm out of her grasp.

"…..no…we haven't…and you don't know me" he replied softly.

"Oh"

"Good night" he said jumping out of the window. Gwen stepped towards the window and leaned out and watched him swing away.

* * *

**Elsewhere: Same Time **

Cassandra Webb aka Madame Web was sitting in her old wheelchair with her hands put together like she was in deep thought. There was flash behind her and She took a deep breathe when she felt a presence walk towards her.

"I see you're back…" she said with a slight smirk on her face.

"I am" the Beyonder replied. He glanced towards her and saw the smile on her face and he balled his fist slightly.

"Back from you little temper tantrum" she said her smile growing bigger.

"If I threw a temper tantrum then this whole section of the galaxy would've been destroyed, so unless you want that to happen I suggest you wipe that smug smile off of your face mortal" he snapped.

"You're not used to losing are you" she replied

"I haven't lost…..merely setback, I did not anticipate that your little hero Spider-man would not use the infinity gems like I had hoped"

"Wait so you could not see the outcome of the battle with Thanos" Madame Web asked

"No….when cosmic artifacts such as the infinity gems are concern the future becomes…..clouded, but I had assumed that he would follow in the footsteps of every other human and be corrupted"

"I told you he wouldn't be corrupted"

"Well congratulations Cassandra Webb you can now say that you proved a God wrong….not many people can make that claim, but I can assure you that it will never happen again" he said with a hint of laughter in his voice.

"What is that supposed to mean" she asked concern in her voice.

"It means this game of mine is about to become a lot more interesting"

"….You've interfered haven't you" she stated more than asked, "You've done something…you've broken the rules…..you….said that we couldn't interfere…"

"I AM THE BEYONDER I CAN DO WHAT I DAMN WELL PLEASE MORTAL AND YOU BE SURE TO REMEMBER THAT BEFORE YOU TELL ME WHAT I CAN AND CAN'T DO!" the Beyonder roared unleashing a strong wind that blew Cassandra back in her wheelchair.

"…You can roar all you like Beyond I'm not afraid of you…you came to me remember…you wanted to play a game and when you play a game there are rules and if you break the rules there are consequences"

"Well Cassandra Webb…..I'm here bring forth your consequences" he stated in a amused tone. He looked around but he didn't feel or see anything, "Oh yes…the consequences of the great Madame Web hurts too much please stop…HAHAHAHAHAHAHAHA" he laughed, "Remember you speak too I am all powerful, you are not…if I want to change a few things then so be it….now if you'll excuse me I have one more thing to take care of and the games can begin again and things will get a lot more interesting…until next time Madame Web" said the Beyonder before vanishing in a flash of white.

Madame Web straightened herself up in her wheelchair and her sunk a little.

"It's not fair" she said out loud.

"No it's not fair" a voice said from all around.

"Who's there" she asked looking around despite the fact that she was blind.

"Calm yourself Cassandra Webb…..I mean you no harm. My name is Uatu….and I'm here to help you"

"I know who you are Watcher…..are you really here to Help me" she replied

"Yes….the Beyonder is out of control and he's going to ruin your world"

"I know….but he's too powerful"

"Yes, perhaps for you but not for me, but I have sworn an oath to never interfere an oath that I've broken twice"

"But you've only broken it once" she said.

"No….I've broken it twice….behold Cassandra Web I'm bestowing upon you a fraction of my power to aid you in the game the Beyonder has constructed" he sated.

There was a swirl of wind that began to fly around Madame Web's apartment, the wind began to whip faster and a blue and ethereal glow started to drift towards Madame Web. The blue glow reached her and then engulfed her. She was lifted out of her chair as the glow began to seep into her body.

"AHHHHH" she shouted out for a brief second until there was a giant flash of blue and white light.

Once the light died down Madame Web's entire apartment had changed, it was now an all black room with no exits, just open black space. Red mist began to swirl around in the center of the black space; the first thing that formed in the mist was an odd intricate looking throne that was made out of spider webs. Next the red mist started to swirl in the seat of the throne and take the shape of human woman. The woman took form and it was Madame Web only she had went through a radical change. She still had her silver hair but it was slick back, she had a black bandana wrapped around her eyes and instead of her regular clothes she had on a form fitting red dress with a white spider symbol that went all across her chest and all around her dress.

The new and improved Madame Web took a deep breathe and a smile crossed her lips. She waved her hand, and red mist swirled in front of her and a table with Tarot Cards appeared before her. She grabbed the deck of cards and started to shuffle them.

"Past, Present and Future are now my ally" she said to herself. She stopped her shuffling and placed the cards on the table in an odd pattern, "Cards…..show me of the things to come"

After finished her odd pattern she place the rest of the deck of Cards in front of her. She reached down and took three cards from the top of the deck and flipped them over in front of her. She gazed down at the cards and even though she had a bandana cover her eyes she could see.

"Well…..this is an interesting turn of events…..a turn that I doubt the Beyonder could even predict….He was right…the games are about to get a lot more interesting" she said leaning back in her seat and putting her hands together in thought.

* * *

**Skrull Homeworld: Palace: Private Quarters**

Queen Veranke shot up from her royal bed in a fit of confusion. She blinked her eyes rapidly trying to figure out what made her jump up so suddenly.

'Must've been a dream' she thought to herself relaxing as she looked around her room. As she was looking her eyesight drifted to the empty spot next to her, she couldn't help but feel that there was something missing. Quickly getting up from her spot on her bed she slowly walked to her balcony.

"Perhaps some fresh air" she said to herself as she stepped onto the massive Balcony that overlooked her empire. She looked down at her people and a smile formed along her lips adding to her overall peaceful and happy expression. She saw how prosperous her people were and how happy they seemed, "Thank the creator….all is well" she said softly taking in a deep breathe of air. Queen Veranke cast one more look at her people and then turned around, but she jumped in shock because a man in an all white outfit was standing behind her. He gave her smile and then raised his hand to her head.

"Remember" he said flooding her mind with a painful surge of energy from his fingertips.

"RAHHHHHH!" she shouted in a mixture of pain and shock, as dozens of images flashed through her mind.

* * *

_**Veranke's Mindscape**_

"_I AM THANOS!" "WE SHALL KILL THE KREE!" "INFINITY GEMS!" "MAR-VELL!" "EARTH!" "RONAN!" "I SHALL RESHAPE ALL OF REALITY!" "YOU CAN"T DEFEAT ME YOU CAN"T TRAP ME!" _

_A hammer goes flying and smashes through the Stone statue of Thanos breaking it into a million pieces. _

"_NOOOOOOOOOOOOO!" _

* * *

**Private Quarters**

"NOOOOOOOOOOOO!" shouted Veranke falling to her knees with tears falling down her green cheeks.

The Beyonder gave a smirk before disappearing.

"NOOOOO! DAMN YOU ALL!" roared Veranke slamming her fist down onto her floor. She balled up her fist as her sadness over the death of her husband Thanos turned into red hot anger. She wiped her eyes and stood up, her once peaceful and happy expression had been replace with a deep angry scowl and with the look that she had on her face there was obviously one thing on her mind…**Revenge. **

* * *

**End Chapter. Read and Review. ****Hey Readers it's me Nomad88 back again with another interlude. I hope you all enjoyed the Interlude because now after having read this chapter you can go back and re-read the whole Kree-Skrull War and you can see the scope of things that spun out of this huge event. Originally the whole War was only two chapters but it just kept getting bigger to the point where it began necessary to break it up and then do this interlude. As you read there were a lot of things going on that's gonna play a huge role down the line, I mean all the way into Vol 3 and into Vol 4. Anyway this ends my whole Kree-Skrull vision I hope I delivered on the Epic…which has been my goal since the beginning. This is an epic tale in length and in story telling so it is my greatest hope that I'm delivering, but that's up to you readers to decided. So leave me a review telling me your thoughts was it Epic or was it weak, and then meet me back her next time for the next story arc in The Spectacular Adventures of the Amazing Spider-Man. This is Nomad88 saying Later….**

**Ps: Thank you to everyone who has been ever so patient while I got out those chapters of TSA Amazing Spider-man. Like I said I really wanted to get the Kree-Skrull war up and running so now that I have and it is a success (I hope) I can now get back into my other stories namely the Fall of Batman with Batman Beyond which is next up for update and then the newest story arc for Secret Warrior Spider-Man…..so everyone stayed tuned and be on the look out for those chapters….this is me saying Later….**

**Next up: The Molten Man Cometh**


	47. The Molten Man Cometh

**Disclaimer: I DO NOT in any way shape or form OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS. In fact ALL CREDIT goes directly to MARVEL, STAN LEE, and of course DISNEY. They are the owners, not me, I'm in no way making any money off of this story No money is being handed or exchanged, that I can guarantee you, so I ask politely please…do not sue me. Again please do not sue I have no money honestly…..I don't. So, now on with the story. **

**Hey Readers, its me back with another chapter in the epic story that is TSA: Amazing Spider-man. I hope everyone is enjoying the story. Now that the Kree-Skrull War has ended we're gonna get back into the regular crazy life of Peter Parker aka Spider-man with the emergence of one his more iconic villains…who…well where would be the fun in me telling you. All that's left for me to say is READ, REVIEW (A Writer's Fuel) and of course ENJOY…..**

* * *

**Chapter 41: The Molten Man Cometh**

**Two Weeks Ago: Ferman and Birtch Law Firm**

Mark Raxton looked at his body and then he turned his eyes to the fire that raged throughout the destroyed top floor of the law Firm. He took a step forward and the floor beneath his feet crumbled and he fell through.

* * *

**CRASH! **Went the sound of Mark hitting the ground floor of the Law Firm, scarring the people that were trying to file out of the burning building. The people looked at him in a mixture of awe and shock. He was golden and fire was still slightly erupting from his body. He pushed himself up to a standing position and he looked up and saw he fallen a few floors but to his surprise he didn't even feel it. Mark finally took notice of the people shouting and screaming and he took hold of his first reaction, which was to run away. He started to run and he crash through the nearest window and found himself in the street.

Mark turned to the sound of the police sirens and the sirens from the Fire Trucks and he knew he had to get out of sight, so he took off down the street and away from the law firm as fast as he could.

* * *

**A Few Blocks Away**

Mark continued to run and run and run, he kept glancing behind himself to see if anyone was following him but there was no one. Mark looked around and he saw an alley and he made his way over and leaned against the brick walls out of sight.

He held up his bright golden hands and he stared at them in disbelief.

'_What the hell did they do to me'_ he thought to himself, but he didn't have to time to dwell on it because he could smell something burning. A foul stench began to grace his nose, he covered his nose with his arm and he searched for the smell. Mark's eyes found their way to his bare feet and he could see the asphalt of the street was sizzling and melting. He stepped away and like cheese on a pizza the melted asphalt pulled away with him.

"What the hell" he said to himself, but then he saw the bricks of the wall he was just leaning against and he saw that they were in the process of melting as well. He looked between the ground and the brick wall and he began to panic again and as he began to panic he could see fire beginning to flow along his skin. Mark slowly looked at his arms and he could see his golden skin glowing brighter and the brighter it glowed he started to see more sparks of flames and the fire began to grow bigger.

'_Okay…..calm down Mark…..calm down. You just need to calm down and….and….figure this out'_ he thought to himself trying to calm down. A few seconds passed and Mark could feel his adrenaline begin to subside, and once his adrenaline settled his brightly golden skin began to dwindle in brightness. The brightness slowly began to grow duller and duller until it reached a dark Golden color almost like a bronze color, along with his dulling color the heat his body was generating had cooled as well.

Mark looked at his body and then he turned to the brick wall, he reached over and placed a palm on the wall but this time there wasn't any burning or melting, just the sound of metal against brick. He removed his palm to see the wall was normal, his eyes then traveled to his feet and saw the same thing.

'_Whatever is going on with me…..its mood based….the calmer I become….no fire" _he reasoned in his mind still looking at his hands. Despite the fact that he was calmer he realized that he still stood out, and if he was going to go anywhere he need to find some clothes.

**SMASH!** Mark turned to the sound of a bottle breaking on the pavement and he saw a scraggly looking homeless man staring at him with wide eyes. Mark eyed the man and saw that he had crusty old jack and holey shirt and pants, just what he needed. He turned to him and he walked forward, and the homeless man instinctively started to scoot back in fright of seeing the golden looking teen in front of him.

"Give me your clothes" Mark stated.

"O-O-O-kay…" the homeless man stuttered back while gripping his jacket and taking it off.

* * *

**2 hours Later: Allen Household**

Liz Allen eyes cracked open when she heard the sound of a door opening and closing. She slowly rose up from her bed and looked at her closed door. She rubbed the sleep from her eyes and waited to see if she would hear the noise again. Groggily she swung her legs over the edge of her bed and started for her door.

* * *

**Downstairs**

Mark carefully made his way through the kitchen and headed for the door that would take him to his room in the basement, but just as he reached the door he heard a creak from one of the stairs.

"Mark" his half sister Liz called out.

'_Dammit'_ he thought to himself not making a sound, he didn't want her to see him; he didn't want anyone to see him until he could figure out what to do. He quickly backed up and went to the closet that was under the steps and he hid inside just as Liz's feet hit the ground.

"Mark" she called out again rubbing her eyes. Liz ventured into the kitchen but she didn't see anyone or anything that was out of place. Shrugging her shoulders she went to the refrigerator and opened it and grabbed a bottle of water and closed it back. She turned and headed back for her room.

Mark waited until he heard her go back up the steps and close her door before he exited the closet. He let out a sigh and quietly as he could went towards his room.

* * *

**Basement **

Mark walked down the steps and into his room in the basement; he looked around his junky room until his eyes landed on an old coffee can. He walked towards the can, grabbed it and then opened it to reveal a wad of cash. Mark quickly grabbed the wad of cash and stuffed it into the dingy jacket he was wearing. He put the can down and then eyed the window in his room. He went towards the window and opened and crawled through.

* * *

**Motel- Room 13**

In the cheap and cold Motel room Mark Raxton stood in front of the small mirror looking at his new form trying to get a better understanding of what has happened to him. He ran his metallic fingers across his metallic face.

"I didn't even feel that" he said to himself. He could hear his metal fingers making contact with his metal face but he couldn't feel them moving, and the same went for the rest of his body. He knew that it was cold outside but when he was out there he couldn't feel the wind.

"What the hell did that bitch do to me….she turned me into a freak" he said to himself balling up his fist, "A FREAK!" he shouted slamming his metal fist into the mirror shattering it, glass flew everywhere but they didn't even phase him. Mark was getting angry, and as his anger arose his skin started to turn brighter…..turn golden.

Mark took a few breaths and backed away from the broken mirror, he barely heard the crunching of the glass beneath his metallic feet, he was solely focused on trying to calm down, so far he had figured out that the fire came out when he got angry and he didn't want to draw any attention to himself in the motel so he tried his best to calm down, but it was easier said than done. He was angry that a simple theft had turned into something completely out of this world. He went into the research facility a normal person and he came out a golden freak.

Mark took a few more deep breaths and could feel himself starting to calm down, he slowly back to back up until his back hit the wall. He slid down the wall and to the ground and he stared at his feet.

"What the hell am I supposed to do now" he asked out loud, but he didn't receive an answer.

* * *

**Next Day: Allen House: 7:15 am**

Liz Allen was in her room putting the final touches upon her outfit. Her TV was up load and her music was blasting as well. Liz danced to the music that was planning and fixing her hair. Once she was done with that she went into her room and grabbed her stuff for school, she grabbed the remote to her stereo and turned it off and that's when she did that, that's when she heard the loud news report.

* * *

**TV**

"_I'm Michelle Burns bringing you the morning news. Our top story this morning is that the bodies of two young boys where found in the parking garage in Battery Park. The local authorities have ruled their deaths murder but the way the boys were murder have EMT baffled. They saw that they were murder by metal feathers. The identities of the boys are that of Anthony Truent and Jared Nickson..._

* * *

"Dammit…..MARK! MARK!" shouted Liz running out of her room. She ran downstairs and to his room but once she entered the basement she didn't see any sign of him. She knew for a fact that he wouldn't be at school, because would have offered to walk with her.

"He didn't come home….God what has he gotten himself into" she said to herself, "He's probably in trouble. Maybe I should call the cops" she continued going back up the steps, "No he'll probably get mad…Mark hates the cops. Hey I know, maybe I could ask Peter…he knows Spider-man maybe he could help him get out of trouble….I mean he is a hero…at least I hope"

* * *

**Across Town: Motel**

Mark stared at the TV screen, he was watching the news to see if there was anything about the explosion yesterday and if anyone saw him, but so far there was nothing about him in particular just the fire, but along with that he saw something else, the report about Anthony and Jared's murder. He stared in shock as Michelle Burns relayed the story to the public.

"I don't believe it" he whispered, he realized that if whatever had happened to him didn't happen he could very well be dead at this very moment, just like Anthony and Jared. He glanced at his new appearance again, upon hearing the news of his friends death and his stroke of luck of escaping the same fate he should feel relieved or happy but he didn't, he didn't feel happy in the slightest.

"I might be alive…..but I'm still a…" he started before there was a knock at his door.

"Housekeeping" a voice came

"GO AWAY!" Mark shouted.

"Sir, I'm supposed to clean this room at this time…please just….."

"I SAID GO AWAY!" Mark shouted again standing up. His anger began to rise and his skin began to turn golden.

"Sir…."

Mark stormed up to the door and he swung it open.

"I SAID GO AWAY!" he roared at the motel maid.

"AHHHHHHHHH!" she yelled seeing the angry and golden Mark Raxton, she immediately backed up and ran away. He watched her run away and he slammed the door shut. He looked at the doorknob to see that it was halfway melted.

"I'm a freak" he growled to himself.

He looked at the TV again to see the story about the law firm building explosion and fire and this time the face of the woman that turned him into a freak was speaking. He didn't hear what she was saying but he did commit her face to his memory. He looked at the name beneath her face, so he would have a name to go on.

"Vanessa Fisk" he stated with venom.

"HEY YOU MUTANT FREAK!"

Mark turned to his door and could hear someone right outside.

"I KNOW YOU'RE IN THERE MUTANT GET OUTTA HERE RIGHT NOW! BEFORE I KILL YA!" shouted the manager.

Mark turned and walked towards the door and he opened it again. The manager had a shotgun in his hand.

"What did you call me?" asked Mark in a dark tone.

"I called you what you are…a Mutant…..a freak"

"I'M NOT A MUTANT AND I'M NOT A FREAK!" he roared. His golden skin shined brightly and fire began to erupt from parts of his body burning away the clothes on his body.

"AHH!" shouted the manager seeing the fire rolling off of Mark, in his frightened state he accidentally pulled the trigger.

**BANG!** The shells flew and hit Mark directly in the chest, but the shells didn't do a thing, they ricocheted off of his chest harmlessly. Mark looked down at his chest and then back up the manager who began to back away.

"I-I-I-I'm sorry…..please don't k-kill me" he stuttered, "DON"T KILL ME!" he said again but only this time he turned and ran away.

Mark watched him run and he knew his current hideout was now blown so he had to leave. He cast a glance down at his chest again and ran a metallic hand over it.

"I didn't feel it" he whispered again.

**WHOOOO WHOOO** went the police sirens. Mark heard the sirens and without thinking he ran away, trying his best to calm down and not be seen.

* * *

**China Town: 1 hour Later**

Mark pulled the hoodie over his head as he entered the busy and crowded Chinatown district of New York. On his way over he managed to draw a few looks but once he stole some more clothes he managed to blend in unnoticed until he reached the district. He was in Chinatown because he was searching for an old acquaintance, Rocco Chang. Rocco was in Juvie with Mark, he was about a year or two older and he had a big mouth, some of the time he could back it up but most of the time Rocco would get jumped. Mark took a little pity on him one day and decided to help him fight off a few of boys and once he did that he and Rocco became somewhat friends. Rocco used to always brag that even though he was in juvie for assault he earned a spot in his uncle's gang: The Dragon Lords. As a token for helping him out Rocco told Mark if he ever got out and needed some help to look him up in the Chinatown district.

Mark maneuvered the crowd of people all the while looking up at the restaurant signs, and his eyes landed on what looked like a three story restaurant named: Chang's Palace. Mark stopped in front of the entrance and he took a deep breath and then ventured inside.

* * *

**Inside Chang's Palace**

Mark eyed the inside of the place and it resembled a restaurant/hotel. On the bottom floor, there were tables filled with people eating and on the very far end there was an elevator and set of spiraling steps that led upwards to what he assumed were the rooms.

"Excuse me sir, how may I help you" came a voice.

Mark turned to see a cute woman of Asian decent she had on a waitress outfit and menus in her hand, but she had a curious look on her face. She was trying to see his face but it was shrouded by the hoodie. He could tell that she was skeptical about him.

"I'm looking for Rocco Chang"

"I'm sorry but there is no one here by that name"

"Listen…..I know he's here okay….he told me to come here now go get him and tell him that Mark Raxton is here to see him" Mark stated a little more forcefully. The girl quickly nodded her head and walked passed him. She ventured over to one of the tables in the center of the restaurant. It was filled with dangerous looking men in black suits. The woman whispered into the ear of one of the men and he turned around and looked in his direction. Mark raised a hand and Rocco smirked. He excused himself from the table and he began to walk over, Mark smirked and began to walk over as well. When he started to walk over Rocco's face suddenly changed into one of horror and he reached into his jacket and pulled out a gun.

"DEMONS!" he shouted out and started to fire. Mark's eyes widen and he instinctively ducked. He glanced behind himself to see men and women with strange demon looking mask on their face rushing into the restaurant with their Uzis raised. Bullets started firing in rapid succession ripping through everything in sight. The demon masked foes stood at the entrance shooting up everything the tables, signs, and people; Civilian and Gangster. Mark saw Rocco get hit in the shoulder and go down to the ground. The dangerous men at the table had drawn their weapons and were returning fire but the sudden attack had caught them off guard.

Mark was on the ground when he saw a foot enter into his vision; He glanced up to see an Uzi pointed at his face. Mark had enough time to gasp before bullets rained down upon him, but just like the shotgun shells, the bullets ricocheted off of his golden skin. The demon masked man stopped his assault and backed away from Mark when the bullets bounced off of him.

Mark stood up and ripped the holey hoodie off of his body. The demon masked men and women turned to him in shock when they saw his golden skinned formed. They opened fire on him again but they just bounced off. Mark could feel himself growing angry and as a result he began to shine brighter and he could see fire flowing along his body, but unlike last time he didn't try to calm down he grabbed onto his anger. Following his instincts again he held out his hand and a stream of molten hot fire spewed out and hit two of the demon masked thugs.

"RAGHHHHH!" They both shouted out in agony as the fire hit them, the two were immediately set ablaze. Mark looked at them, then at his hands in slight shock. The two thugs ran around on fire screaming as they were being burnt alive. Mark eyed the remaining thugs. The demon mask thugs turned and made there way out of the restaurant and into a black van that sped off down the street.

Mark watched them go and then he turned to Rocco who was making his way to his feet, Mark took a step but the remaining guys in suits turned their weapons towards him.

"WHO THE HELL ARE YOU!" one of them shouted.

"HE'S WITH ME!" Rocco shouted raising his good arm and standing between him and the guns, "He's a friend of mine….Mark Raxton. Mark what the hell happened to you" he asked.

"It's a long story….I need a place to stay"

"After what you just did to those demon bastards you're welcomed in my home" Rocco replied.

* * *

**Present- 1 Week after Kree-Skrull War- 11:30pm **

Spider-man leisurely swung through the windy night time air, he was high above the city of New York and this is where he felt the most at peace. He executed a perfect backflip and then straightened his body and proceeded to dive through the air to the busy city below.

'_Peaceful night…good. That's a change of pace, to think no one down there remembers how close we came to loosing everythin_g' he thought while shooting a web and swinging low. Spider-man shot another web and swung upwards and he landed on the big video screen in downtown New York. He stuck to the screen and he looked at the traffic down below and then at Michelle Burns who was giving the nightly news.

'_And yet…..life goes on, hopefully there won't be anymore alien invasions….keyword being hopefully. You never know what's gonna happen in this city'_ he continued listening to the report.

* * *

**TV**

"_The Fantastic Four successfully repaired the prototype space station that is currently circling the moon. For those of you unaware within the past week there was a small meteor shower that was heading for earth, but thanks to the space station they were able to intercept the meteor and destroy them before they could reach the surface, but in the process the ship became severely damaged. The Fantastic Four received their distress signal and immediately responded to the call. We received a small interview with the Four upon their return and this is what they had to say: _

* * *

_Reed: I'm just glad that we received the call in time to help the brave men and women about the Space Station and…._

_Johnny: I think what our leader is saying it's all in a days work for the World's Greatest Heroes. WHOOOO!_

* * *

"Johnny…..what a character" Spider-man said to himself smirking and shaking his head.

* * *

"_Well put Human Torch. In other news there have been strange reports of gang violence in the Chinatown district. There have been reports of individuals being set on fire and a golden man that can shoot fire running through the streets. Some of the people calling him the golden man others are calling him a mutant, and even more are calling him the Molten Man. Whether or not this molten man is real or not remains to be seen" _

* * *

"Molten Man…..pfft, just like I said….never know what's gonna happen in this city. I guess I'll check this Molten guy out…..tomorrow. I gotta meet DD for training" Spider-man said pushing off of the screen. He dove through the air and then shot a web and swung off to Daredevil's training spot.

* * *

**Elsewhere: Fisk Towers**

**CRASH!** Went the sound of the remote hitting the flat screen television. Vanessa Fisk folded her arms across her chest in anger as she heard the news report.

"Golden Man running around Chinatown, no doubt it's that idiot who escaped from my lab a few weeks ago. Damn punk cost me a fortune not only in repairs to my building, but he's running around in an experimental alloy that cost more than his whole life" she growled to herself, "Damn that Sable…DAMN HER TO HELL!" shouted Vanessa in anger. If it wasn't for Sable and her wild pack she would still be in possession of Mark and the alloy. Letting a sigh of frustration Vanessa reached into her pocket and pulled out a phone and dialed a few numbers.

"Hello" came the voice of Alystair Smythe

"Smythe….tell you've been able to salvage anything from the Research Lab" she asked putting a hand to her head.

"I've been able to salvage a small portion of the alloy, but it's practically useless, you'd probably have enough to make…..I don't know a bullet or something"

"So what you're saying is you'd have to make more right" she stated.

"What. No that's not what I'm saying. I'm saying that the project is scrapped" he replied

"No it isn't, make more of it Smythe and do it now" she replied

"I can't. I only know about half the formula, Ohnn had the other half" Alystair retorted

"Well Smythe you better find a way to make it work" she snapped before hanging up the phone angrily.

Revenge was the only thing on her mind; she wanted revenge against Sable, Daredevil, and Spider-man. The only three people that have been a constant pain in her side for the longest, the three refused to die. Since the whole Ferman and Birtch fiasco, she has had her hired hand ninjas searching high and low for Sable but so far she hasn't turned up, for Daredevil she had ordered her ninja's time and time again to kill him, but each time they refused so she has had to resort to other means to dispose of the Guardian devil. All of the people she has hired have failed to live up to their claims being able to rid her of her problem, so she was back to square one. Her mind then drifted to her last problem Spider-man, he wasn't a constant threat like Daredevil and Sable but he was a threat nonetheless that needed to be taken care of, once her Hand ninja's return she was going to tell them their next target was Spider-man.

"God…it's hard being at the top" she stated out loud to no one in particular. Vanessa turned around and stopped in her tracks. Leaning against her desk, was none other than the deadly and beautiful Elektra Natchios.

"You" stated Vanessa in anger, she stormed up to the woman unafraid, "I want my money back" she growled. Vanessa was angry and she wanted to take her anger out on someone.

"….." Elektra didn't respond she just stared down at the shorter woman with a hard glare.

"YOU'RE SO CALLED NINJA'S ARE PATHETIC! I GIVE THEM ONE SIMPLE JOB TO KILL MY ENEMIES AND THEY CAN'T EVEN DO THAT RIGHT!" Vanessa roared. Elektra didn't show a shred of emotion, her eyes narrowed slightly. Her reputation and the reputation of her ninja's were on the line and she considered everything that left Vanessa's mouth as a personal insult.

"Explain" Elektra stated.

"Didn't you…." Started Vanessa before Elektra interrupted her.

"Not you" she said.

Behind Elektra a ninja appeared on the desk in a kneeling position, the ninja leaned close so he was directly in Elektra's ear.

"My Lady, what she speaks is true, we have failed you"

Elektra glanced at the ninja over her shoulder and gave him a look that told him he'd better explain.

"We've been met with failure because the enemies we face have great skill. The one called Silver Sable has been indoctrinated in the arts and is quite formidable. The one called Spider-man…though we know little about him he has been trained in the arts as well and is also formidable. The last enemy she speaks of…is the Devil" the red clad ninja replied before bowing his head.

Elektra turned her gaze away from the bowing ninja and back to the still visibly upset Vanessa Fisk.

"It appears, you were right Mrs. Fisk, my ninjas have failed you" Elektra stated.

"That they have, so I'm wondering what are you planning on doing to rectify this situation"

"I will personally see to this Silver Sable and Spider-man, but Daredevil….is off the table"

"Why" snapped Vanessa

"Because I said so, if you want to kill him you'll have to find someone else" Elektra replied paying no real attention to Vanessa's mood, she then turned and headed towards the window, the red-clad ninja had already disappeared back to his ever vigilant post

"Fine, I believe I'll do that" she replied "Also there is one more thing that your ninjas are unable to do" she called out.

Elektra stopped and glanced at her.

"A…project of mine is on the loose and I need you to get it back…."

* * *

**Daredevil's Training Spot- Across Town**

Spider-man landed on the roof of the training spot that he and Daredevil use on occasions. He opened the skylight and dropped inside.

* * *

**Inside**

Spider-Man landed on the ground and the first he noticed was that the lights were extremely dim; he could barely see his own hands.

"Hey DD…"he started before his spider sense came to life; he jumped in the air to avoid a sweep from a green clad leg. Spider-man was in the air, but he felt a kick to his back, he hit the ground and quickly recovered and flipped up and blocked a punch aimed at his stomach. He grabbed the offending arm and locked it in place and drove his head forward hitting his attacker in the chin.

'Spider sense' he thought just as he felt an arm wrap around his throat, choking him in the process, and pull him away. Spider-man crouched and then sprung upwards; the back of his attacker hit the ceiling.

"OOMPH!" he grunted. They landed on the ground and his attacker let go and fell to the ground, but he wasn't out of the fight. The mystery attacker threw a kick that Spider-man blocked; he then quickly got to his feet and fire off punches in rapid succession. Spidey was hard pressed to block off the punches as they came but he was finding harder than he thought.

'Spider sense'

He sensed a foot coming towards his right side; he raised his leg and blocked the kick.

"Stay focused" his attacker voice sounded before he double his speed and landed what felt like 20 punches to his face, followed by 20 punches to his stomach and then a kick to his chest that sent him to the ground.

"Unfff" he grunted.

The lights suddenly flicked on and his attacker walked forward and stood over him. Spider-man stared up at the man in wonder; he was about 5'11, with a very lean and muscular build. He was decked out in a green spandex costume but he hand on yellow shoes, a yellow sash around his waist and a yellow mask covered his eyes. Spider-man's eyes then went to the man's slightly exposed chest and he could see a tattoo of a dragon.

Daredevil slowly walked into view and stood next to the man.

"What did I tell ya"

"He's good Matt….you trained him well, but there's still some room for improvement"

"Uh…what's going on" asked Spider-man standing to his feet.

"Spider-man I'd like you to meet a friend of mine, **Iron Fist**" Daredevil introduced.

Iron Fist held out his hand and Spider-man shook it.

"Nice to meet you Iron Fist"

"Call me Danny…..Matt's been telling me a lot about you" Iron Fist said.

"Has he now, whatever happened to Anonymity DD" Spider-man asked.

"Relax, he hasn't told me your identity or anything like that, just the basics"

"And you feel safe telling me your name" Spidey asked

"Wow Matt….I think he's been around you too much"

"That's a good thing maybe he'll survive just a little bit longer" Daredevil countered while pulling off his mask to reveal the face of Matt Murdock.

"Listen if Matt trust you….so do I" he said while pulling off his yellow mask to reveal the face of Danny Rand, he had short blonde hair and blue eyes.

Spider-man looked between the two and he let out a sigh, and he reached up to his head and was about to remove his mask but he remember the last time he met Daredevil's friends: Moon Knight and Shang-Chi.

"Uh…you know what Danny, no offense but…" he started while taking his hand off of his head, "I think I might need to get to know you better, I mean the last time I met one of DD's friends…"

"Fair enough, Matt told me the details, Moon Knight, kinda shocked me but considering the fact that he has like 10 different personalities I'm not surprised he turned"

"Wait what"

"But Shang-Chi…Matt have you looked into that" asked Danny turning to him

"Currently I am, but that's for another day, today we're here to bring you to the next level kid" said Matt.

"Next Level" Spider-man repeated.

"That's right….I've taken you as far as I can in your training. It's time for a new perspective"

"And let me guess that's where you come in huh. You're my new teacher?" Spider-man asked glancing towards Danny.

"Kinda sorta. I'm just gonna give you a few pointers and you can put together the rest. From what I can tell Matt has taught you a little bit of his style but it seems you've incorporated some of your own moves, which is good and I don't' wanna mess that up by teaching you my style. I believe that there comes a point where everyone should have their own way of doing things, keeps the arts fresh"

"I agree" Matt chimed, "You've reached that point Spider-man. You have my styles but for the most part but you've created the basics for your own way of fighting. Now it's time to develop it even more"

"Cool…let's get started then" he replied smirking under his mask.

"I like this kid Matt" Danny replied. Matt smirked at his friend.

"So what's the first lesson or pointer?"

"Fighting multiple enemies" Danny responded before lashing out with a quick punch, Spider-man sensed it coming and dodge out of the way.

"Hey…whoa I wasn't ready"

"Doesn't mater…most time when multiple targets attack you they do so when you're unaware…..always be prepared" said Matt, before jumping in the air and sailing towards Spider-man with a kick, he blocked the kick, but he was swept off of his feet by Danny, but before he hit the ground he used his agility and caught himself with his hands and spun on the them and attempted to kick Danny in the face but he blocked it, Spider-man then sprung off of his hands and created a few inches of space.

Matt landed on the ground and he and Danny shared a look and then a smile before they both rushed their opponent.

* * *

**Chinatown- Chang's Palace- Upstairs private Room**

"HAHAHAHA! WHOOOOO!" cheered Rocco, popping Champaign. The music blasted loudly and the women danced on the stage. He and the rest of the Dragon Lord's were celebrating, for the past few weeks they had been retaking back their territory that had been lost. Several months ago men and women wearing strange demon mask and wielding high tech weapons came in and started taking over, saying they represented a man name Mister Negative. They called themselves the inner demons and they had been forcefully taking their territory and there was nothing that they could do but take it. Rocco's uncle was considering surrendering to this Mister Negative but in walks Mark Raxton.

Rocco took a big gulp of Champaign and looked around the room for his golden friend but he didn't see him. Getting up from his seat he looked towards a door that would lead him to the roof and he made his way over.

* * *

**Roof**

Mark was standing on the roof looking out of the city, he closed his eyes and tried to feel the breezy wind but he couldn't, he couldn't feel anything, nothing, and it was driving him insane.

"HEY! THERE HE IS!" shouted Rocco. Mark turned to see him exit the door and walk towards him and putting his hand on his shoulder.

"AH!" yelled Rocco taking his hand off of Mark's shoulder; he looked at it and saw that his skin was a little irritated and red, "Jeez…. Mark"

"What do you want Rocco" Mark replied

"Ow… I came to see why aren't you down there living it up with the rest of us…..I mean none of this wouldn't be possible without you. The Dragon Lord's are taking back what's rightfully theirs. I mean I even got my Uncle flying in from L.A. to come and see you….see us"

"Great" Mark replied uninterested.

"What's your problem?"

"Rocco I never wanted to be this….and I don't want to be this golden freak"

"Mark I think you're looking at this the wrong way…you're not a freak you're a God and you start acting like one….right now you're acting like a bitch"

"Screw you Rocco. You don't have any idea how it feels to not be able to feel anything. I can't even feel the breeze; I can't feel the touch of another human being. That chick you sent up to my room yesterday, she tried to kiss me and I couldn't even feel that…I CAN"T FEEL ANYTHING!" he roared. As a result of his rising anger his skin started to turn bright gold and fire started to shimmer into view.

"Whoa…Whoa…calm down man" Rocco said backing away from his golden friend, but Mark started to step towards him, Rocco looked down and saw that Mark's feet was burning the tar roof like cheese.

"CALM DOWN! HOW CAN I CALM DOWN WHEN I'M GOING INSANE!" he continued to shout.

"Okay…Okay I get it…..you're going insane what do you want me to do?" asked Rocco quickly, trying to calm him down so he wouldn't set the building on fire.

"I'm glad you asked that Rocco" Mark replied with a smile on his face.

"You are?" Rocco replied

"Yes I am, you see while I've been helping you these past couple of weeks I've been trying to get a handle on these powers and I think I've learned enough"

"Enough to do what"

"To go back to the place where I got my powers…..the Fisk Research and Development Center."

"Mark you can't go there….Fisk…aka the Kingpin's place. Not even my Uncle messes with him"

"It's not him I'm after….I'm after his wife…and that other guy. They are the ones responsible for turning me into…..whatever it is I am, but I needed to get used to my powers because that place is crawling with ninjas"

"Ninja's" Rocco repeated

"That's beside the point. The point is that I've been a good friend to you, helping you regain your lost territory and what not, so I need you to be a good friend to me?"

"What do you need?"

"I need a car"

* * *

**Fisk Research and Development Center: 45 Minutes Later**

"WHO THE HELL DOES THAT WOMAN THINK SHE IS!" shouted Alystair in anger. He was sitting at his computer going all over the information about the liquid metal alloy, he had been doing research all afternoon but it was useless. Dr. Ohnn was a rare scientist, he was rare in the fact that most of his notes and inquiries were kept inside of his head, he never really wrote anything down, he preferred to do things in the old way. Alystair used to bring it up all the time, but Ohnn would always brush him off, which angered him to no end. He wheeled away from the computer and rubbed his tired eyes, he wished he would have pushed the issue that way he wouldn't be in the precise predicament that he was in.

"Do this Smythe….do that. What am I her errand boy, I swear…she's as bad as her husband, I need to find a way to get away from…" he started

**KABOOOOOM!** Went the sound of the wall being blown open again. Alystair tried to fan away some of the smoke that was now swirling into the lab, he let out a few coughs as the smoke started to fill his lungs.

**CLUNK! CLUNK! CLUNK!** Alystair perked up as he heard the clunk of metal against the tile floor of lab. His eyes widen in shock as Mark stood a few feet away from him, complete in his golden glory.

"YOU!" they both shouted at the same time.

**BRINGGGG!** The alarms sounded.

'Now you go off' thought Alystair, his hands immediately went to his wheels and tried to back himself up, but Mark was too quick, he dashed over to Alystair and grabbed the sides of his chair holding him in place.

"CHANGE ME BACK!"

Alystair leaned back in his chair away from the snarling Mark, he glanced down at his chair and he could see the metal arm rest starting to melt.

"I-I-I can't..."

"Can't or won't"

"I…"

**ZING! ZING! ZING!** Mark turned his head and he saw metal throwing stars lying on the ground. He looked up to see several Hand ninja's fill the lab brandishing their swords menacingly. In an instant they charged at him. Mark took a few steps back away from Alystair.

One of the ninja's reached Mark and took a slash at him, the sword hit his chest and it snapped in half. Mark thrusted out his hand and unleashed a stream of fire burning the hand ninja. The ninja disappeared in green mist, but that didn't stop the other hand ninjas from attempting the same thing. They all surrounded him and kept trying to either stab him or cleave him in two but thanks to his unbreakable golden skin all of their attacks were futile.

Alystair saw that the hand ninja's weren't fairing well and once again attempted to make his escape. He quickly turned his wheelchair around and tried to wheel away. He shakily reached into his pocket and found his phone, he flipped it open and dialed a set of numbers he knew by heart and he waited.

"Come on….come on….."

"What is it Smythe I'm in a meeting"

"Screw you're meeting…our little science project is back. That kid whose bonded to the alloy is here demanding that I change him back"

"Calm down Smythe" Vanessa replied

"CALM DOWN! HOW CAN I CALM DOWN WHEN…" he started before he felt something grab his chair and whirl him around. Alystair stared at Mark again; he looked behind him to see dozens of scorch marks around the lab and fading green mist. Mark grabbed the phone away from Alystair and he put it to his ear.

"Hello Mrs. Fisk"

"I'm sorry but I didn't catch your name"

"…..Doesn't Matter my name, but you know who I am, I'm the guy whose life you ruined"

"Ruined….you're the one who broke into my lab trying to steal from me….this is your fault young man"

"I want you to change me back, and don't lie to me saying that you don't know how, because I know you do"

"What happens if I don't" Vanessa asked

"I'll roast your friend here alive"

"Do you know who you're threatening boy?"

"Yeah the Kingpin. Once you have the cure, call your friends Cell phone, he's coming with me" said Mark before hanging up and tossing the phone at Alystair. He then effortlessly picked him up and he started for the exit which was the giant hole he blew through the wall.

* * *

Once outside Mark saw that the police were arriving on the scene, he paid them no mind, he simply raised his hand and unleashed molten hot fire upon them destroying their cars in the process.

"Marvelous" Alystair whispered, '_I see the project worked….that's good to know'_ he thought to himself, looking at the destruction in wonder. Mark marched over to the black car that was parked nearby. He opened the trunk and he roughly threw Alystair into the trunk and he shut it. He then went over to the driver's side and got in; he then started it up and sped away into the night, heading towards Chinatown.

* * *

**Next Day- Airport**

A private jet came in for a smooth landing on the landing strip. The jet's engines turned off and a ramp with a set of steps lowered down and to the ground. A few feet away from the private jet was a black window with several men and women of Asian descent; they patiently waited for the person on the jet to come out.

A few seconds past and the shadow of someone could be seen; the person stepped out of the jet and slowly made his way down the steps. The man was about 5'11, with short black hair, kind black eyes and a lean build, the man was also of obvious Asian descent. He let a smile grace his lips while he took a deep breath of the New York air. He looked over and he saw the limo waiting and he quickly made his way down the steps and over to the limo.

"Good Morning to you all" the man said in a happy tone.

"Good morning master" one of the men replied in a dead pan tone

"Oh Andrew what have I told you about calling me master" The man replied shaking his head and getting in the limo.

Once in the limo the man's eyes widen because sitting in the spot next to him was a woman in a strange demon mask.

"Who…" he started before being interrupted.

"Awaken" the woman stated.

"URGH!" the man groaned out. The mystery man began to go through a sudden change, his skin became that of a photographic negative, his hair turned from black to white, his slightly lean build became a strong lean build anyone looking at him could tell that he heavily worked out, and along with these outward changes the man's demeanor changed as well.

"My master"

"**Report…now**" the new man replied in a dark tone leaning back into the limo seat.

"Sir, while you've been gone we have been following along with your plan to rid our area of the Dragon Lord influence, but during our last strike there was a complication" the woman reported.

"**Complication**"

"Yes, when we attempted to raid the Dragon Lord's last strong hold we were interrupted by their new enforcer. He had golden skin and has the ability to project fire. Fire hot as molten lava; all of advanced weapons are unable to penetrate his golden skin. He is formidable and it is because of his involvement the Dragon Lords have taken back their fallen territory"

"**This is most interesting and disturbing news. Have you ID this new enforcer**"

"Yes. Our inside guy tells us his name is Mark Raxton. Apparently he befriend Rocco Chang during their stint in juvenile detention"

"**So he is another child that is standing in my way. This angers me**"

"As I knew it would my master but I believe this Mark Raxton could be a valuable asset"

"**Do you now**" the man replied

"Yes, as I stated my master, he is quite formidable and you are looking for new assets to help you acquire the artifact…..I believe he could be the final piece. The only thing he may need is your….touch" the woman

The man listen to what she was saying and he began to think, what she was saying was true. The artifact he was trying to acquire was still too heavily guarded to acquire. He had been gathering his own enforcers to help him get the artifact but his recent trip just assured him that he still needed more enforcers. The mystery man but a hand to his chin.

"**What you speak may be true. Where is this Mark Raxton?"**

"In Chinatown. Chang's Palace"

"**I shall give you my answer later this night; also does this Mark Raxton have family**"

"Yes"

"**Good. Kill them; make it look like it was Rocco**"

"Yes my master"

"**Driver take me home**" the man stated.

The limo driver nodded his head and started up the limo and drove away from the private air field.

* * *

**Midtown High 12:30pm **

Liz Allen leaned against the locker and watching all of the teens pass by her, not caring about any of them. Her eyes were trained on each of them searching for one teen in particular, one teen by the name of Peter Parker. For the past couple of weeks she had been waiting for Peter to get back to her about her brother Mark but so far he hasn't gotten back to her. She was beyond worried at this point because Mark hasn't called or been home, she wanted to go to the police but she knew that whatever her brother was involved in was not good and she didn't know if going to the police would be a good idea, she couldn't go to her parents because they were still out of the country and there was no telling when they would be back and it was because of these reasons why she went to Peter in the first place. She wanted to see if he could get Spider-man to help her out and he said that he would get in touch with him. So she waited and waited and now she was tired of waiting.

* * *

'_God….that Iron Fist guy sure lives up to his name. He caught with a good punch and feels like his hands are made out of Iron'_ thought Peter rubbing his jaw slightly. He maneuvered his way through the throng of teens with the intention of heading to his locker and then to lunch.

As he was walking towards his locker he noticed that Liz was leaning against the door.

'I wonder what this is about' he thought.

"Hey Liz…..are you waiting for me?" he asked. Liz was broken from her thought by Peter's voice, her eyes shifted to him and her worry/anger was brought to the surface.

"Yes I was" she snapped slightly.

"Uh…okay…uh why" he asked, 'Okay she's pissed'

"My Brother you idiot…..has Spider-Man found him yet"

'_Dammit….I can't believe I forgot' _

"Uh no not yet Liz but he's hard at work trying to find him I promise you" Peter replied _'Liar'_ he thought to himself.

"Good because I-I-I'm worried about him. He hasn't been home in weeks, I hope he isn't dead" she said hurriedly

"Liz, just don't panic okay. Spider-man will come through I promise. In the meantime just try to keep your parents calm"

"Pfft….they're out of the country"

"Well that's…that's good"

"If you say so. Look I'm heading to lunch, are you coming" she asked pushing off of his locker.

"Yeah I am" he replied.

The two friends proceeded to make their way to the lunchroom down the hall.

* * *

**Later- After school **

Sitting in a white van were several of the demon mask wearing men and women. They were sitting across the street from Midtown High School, watching the dozens of teens file out of the building.

"Why don't we just kill this girl at home" asked one of the men.

"Because that is how we operate, the master wants us to make this look like The Dragon Lords and they adduct, kill and then dump. Nothing about them is done in the dark like our work. They want people to know it was them, that is their method of fear" one of the women responded.

* * *

**Inside the School**

"Liz are you insane…you should've been called the cops" stated Mary Jane Watson.

"I know, Mary Jane" Liz replied in frustrated tone. The two friends were walking through hallway of the school making their way to the exit.

"I mean really, he's been missing for how long, he could be dead for all you know and…."

"I KNOW!" Liz shouted slightly before looking around, "I know" she said again in her normal tone, "Look, okay I don't really like Mark but he's still my half- brother, I didn't want to call the cops because whatever he's into is liable to get him thrown in jail…..again, and I didn't want to be the one responsible for that"

"Better he be in jail than dead" Mary Jane replied. The two walked outside into the afternoon air.

* * *

**Van**

"There she is. Follow her. Mask off."

"Yeah but I'll still be a Narc…a rat" Liz replied to Mary Jane. The two maneuvered passed the throng of students and to the sidewalk. They made a right and started down the street away from Midtown High.

"A Narc…a rat….God Liz. You and labels, so what if you are a Narc, you'll still be saving your brother"

"Half-brother and I know you're giving me a speech about labels when you yourself are still into them"

"Not anymore and you know that. Right now at this point I don't care about what anyone thinks"

"Anyone except Harry right"

"Don't you mean Harold" said Mary Jane

"Yeah I've been meaning to ask you about that, what the hell is going on with him. He's been acting"

"Strange. Yeah I know, I don't know what's going on with him, but and this is going to sound really weird, When I used to look into Harry's eyes I would sense a fun loving and caring guy which is what I like about him but now when I look into his eyes. I….I don't even recognize him, it's like he's a completely different person. Cold and….." she started

**SCREEEEEEEEEEECH **

Both girls jumped at the sound, they turned to see a white van next to them, the side of the van opened and a man leaned out and grabbed Liz by the arm and tried to yank her into the van.

"AHHHHHHH!" she screamed

"LIZ!" shouted Mary Jane grabbing her by her other arm.

"HELP! SOMEONE HELPP!" she yelled at the top of her lungs.

"GRAB BOTH OF THEM!" shouted a woman from inside the Van. The man growled and leaned further out of the van and snatched Mary Jane as well.

"HEL….MMMPH!"

**SLAM!** Went the door closing, the van screeched down the street.

* * *

**Roof Midtown High: Seconds Earlier**

"Great, Now I have to spend the rest of the day finding Liz's Brother" came the voice of Peter Parker. He was currently standing in the shadow area of the roof changing into his costume, "I don't have any other leads except for his two dead friends. Guess I have to pay a visit to Captain Stacy and Lieutenant Lee" he said pulling the mask over his face and completing his costume. He made a web sack for his clothes and strapped it around his chest.

'_Time to wash these….I could smell them all day…I swear I'm gonna have to find a better way to…..SPIDER SENSE!_' he thought urgently

"HELP! SOMEONE HELP!"

"That was Mary Jane's voice" said Spider-man jumping off of the roof and shooting a web.

* * *

Swinging in the air, Spider-man followed his spider sense as it led him two blocks away from the school. He looked down in time to see Mary Jane being yanked into a white van and it sped off down the street.

"Hold on MJ" he said swinging after the van at full speed.

* * *

**Inside the Van**

"LET ME GO!" shouted Liz struggling in the man's arms, he growled and pulled out a knife. Mary Jane turned over from her position in the van and saw the knife, acting on instinct she lifted her leg and kicked the knife out of his hand.

"RESTRAIN THEM!" a woman shouted from the front seat of the van.

"I'M TRYING"

**THUD!** Everyone turned their attention to the hood of the Van

"PULL OVER!" shouted Spider-Man

"SPIDER-MAN!" everyone said at the same time. He cocked his fist back and punched the glass breaking it, he grabbed hold of the driver and yanked him through the remaining bits of the window and tossed him to the ground. The van swerved suddenly and slammed into a parked car. The woman in the front seat pulled out a gun and tried to shoot Spider-man at point blank range but in an amazing display of agility Spider-man dodged each bullet, one the next to last shot he shot a web at the gun and yanked it out of her hand.

"Sorry lady but I'm thinking you don't have a permit for this" he replied before firing two web balls into her face stunning her.

The last thug in the white van saw Spider-man deal with his friends and he knew he was next.

'Dammit….' He thought, he reached a hand up to his mouth and he gripped a fake tooth, he pulled the tooth out and then he bit down, the liquid from the fake tooth went down his throat.

"FOR THE DRAGON L-L-LORD-S!' he managed to shouted before he started to violently convulse. His grip on Liz slackened and she was able to break free, she scooted over towards Mary Jane and then both scooted away from the convulsing man that was foaming heavily at the mouth.

Mary Jane looked over towards the side of the van as it opened.

"Come on" said Spider-man holding out his hand, she took it and he helped both of them out of the van.

"What's wrong with him" Liz asked. Spider-man got into the van and looked the now dead thug over.

"He ate poison pill, so he couldn't tell me or the cops anything….Wait" he started but it was too late. He looked up to see the woman in the front seat shaking slightly, he could see the foam forming along the edges of her mouth indicating that she was dead as well, and no doubt the other thugs was probably dead as well.

"Did he say anything?" Spider-man asked.

"Something about Dragon Lords" Mary Jane replied

"Dragon Lords?" Spider-man repeated _'Never heard of them, A new gang in town maybe…..or an out of town gang'_ he thought.

"Yeah"

"Why were they after the two of you?"

"They weren't after me" Mary Jane replied "I think they were after Liz"

The two turned their attention to her.

"What why are you looking at me I never did anything to them…I-I….Oh My God. This probably has something to do with Mark"

**WHOOP! WHOOP!** Went the sound of a police car arriving.

"Well ladies that's my cue and Ms. Allen I will find your brother" he said before jumping in the air and swinging off.

Mary Jane watched him swing away and she let out a sigh.

"Hey….did you get any déjà vu when you were talking to him just now" asked Liz.

* * *

**Police Precinct- 20 Minutes Later**

Spider-Man landed on the side of the precinct and he crawled to the window of Captain Stacy's office. He peered through the window and he saw Captain Stacy doing paperwork, he carefully knocked on the window catching the Captain's attention. The Captain let out a sigh and stood up and went to the window and opened it allowing him to crawl through.

"What do you want kid?" he asked.

"I need some help, I'm looking for someone" he replied

"Who?"

"I'm investigating a case for someone and my first leads are two dead bodies. Their names are…"

"Wait hold on who are you working this case for?" asked the Captain folding his arms.

"Captain Stacy time is of the essence….and I can't tell you, you know Spider-Client confidentiality"

"Uh-huh well I'm afraid that I can't give you the details of police files…official police cases, do you know why because we are trained officials…."

* * *

"And adults of the proper age and blah blah blah" finished Spider-man. He was sitting in Lieutenant Lee's squad car, telling her about his visit to Captain Stacy's office.

"Cut him some slack kid, he means well. He's only trying to help….."

"Yeah Yeah I know but despite my age I think I've proven that A: I know what I'm doing and B: I can take care of myself"

"I know that and he knows that too, but…you're still a kid, and also I think one of the main reasons why he's so adamant about getting you to quit is because he has a kid about your age and….."

**PING!** Went the sound of her computer in her squad car, when Captain Stacy refused to help him, Spider-man found Lieutenant Lee and asked for her help in looking up the names of Mark's friends and she agreed and typed the names into her computer.

"Okay here we go" She said "The names you gave me Anthony Truent and Jared Nickson. Yeah they both were murdered, no next of kin in the city. Oh look I actually know the detective assigned to the case, she's new to the detective scene"

"Who is it?"

"Detective Yuri Watanabe"

"Good where is she"

"She called in sick today"

"Any chance I could…I don't know get her address?" Spider-man asked. Lieutenant Lee looked at him for a long second before letting out a sigh.

"I could loose my job for this" she said to him while typing into the computer.

"Come on Lieutenant you know you can trust me, your name will not be mentioned"

"Thanks"

"Also do you know anything about the Dragon Lords?"

"Yeah a organized gang out in Chinatown why"

"A possible lead…."

**PING!**

"Okay here's her address"

* * *

**Brooklyn**

"AHHH CHOOO!" came the sneeze of one Detective Yuri Watanabe. She was a woman of Asian descent and looked to be in her early thirties. She was about 5'8 with medium length black hair, and black eyes. Through her training at the academy and the regular exercise she did on her own she had a slim build. For as long as she could remember she has always wanted to be a cop more specifically a Detective, no matter how many times her close friends tried to talk her out of it and no matter how many times her parents did the same thing, she was dead set on becoming one and finally after passing the Detective's exam she had become a full fledged Detective for the NYPD, but on her first case she had caught the flu.

"AHHH CHOOO!" she sneezed again, she pulled her blanket closer to her body trying to get warmer, "Damn flu…AHH CHOOOO!"

"Gesundheit" came a voice. Detective Watanabe jumped at the voice and looked all around, but then she stopped when she noticed a shadow. She slowly looked up to see Spider-Man sticking to her ceiling.

"Hi"

"AHHHHHHHHH!" she screamed jumping up. He dropped down to the ground in front of her.

"Hey hold on calm down I'm not here to hurt you or anything like that"

"I know that" she snapped back but a hand to her heart and breathing hard slightly.

"You do?"

"Of course I know that but dammit don't do that, you don't sneak into a cops house you're liable to get shot or see something you're not supposed to see"

"Like what?"

"What if I had been naked?"

"You're right I probably wouldn't have wanted to see that" he replied off handed not thinking about what he just said.

"Thanks for that" she replied with narrow eyes.

"Wait….oh, what I meant to say was that you're right about not intruding I should've knocked first, I'm just in a hurry" he said quickly trying to fix his mistake. He rubbed his neck sheepishly and he looked at the Detective.

"Why are you here? And how do you know where I live"

"Trade secret Detective and I'm here because you're working a case that might have something to do with a person that I'm searching for"

* * *

**10 minutes later**

"AHH CHOO! Excuse Me. So like I was saying the forensic guys are stumped, and so am I" said Detective Watanabe handing the photos and reports over to Spider-man who was sitting across from her.

"So let me get this straight. Razor sharp feathers killed these guys. Feathers like bird feathers"

"Only about 2 feet long and 2 centimeters thick"

"So what there's a psychotic bird in town now…..great" Spider-man quipped.

"Maybe…..never know in this city"

"Ain't that the truth, but that still doesn't answer the question why were they killed…for what purpose"

"Well, it might have something to do with this bloody piece of paper here" she answered showing him a picture of the bloody paper, "Some type of parts grocery list. Maybe these kids didn't get everything on the list"

"Or maybe they did" Spider-man replied "What was on the list"

"I don't know some science mumbo jumbo" Detective Watanabe replied, she began to look through the documents on her coffee table until she pulled out a sheet of paper with the contents of the paper written down, "I was gonna call my friend Jean, who works at another precinct she was always better at science" she continued handing the paper to him. Spider-man took it and looked at it for a long second.

"Hmmm. I'm not too sure, but at first glance, this is a list of mechanical parts but if you were to put them together. Some type of mini flight or propulsion system. I have to do research though, but one thing is for sure whoever killed these teens is an engineer….a very good one"

"Great that narrows it down" Detective replied sarcastically. Spider-man laid the sheet of paper on the table, he pulled up his shirt and reached into his utility belt and pulled out a mini disposable camera and took a quick picture.

"Thanks, I'll be in touch"

"Where are you going?" she asked

"It's getting late and this is a dead end and I'm kinda on a crunch schedule to find this person that I'm looking for, I have one other lead to follow, but once I'm done with this case though I do the research on our bird guy and I'll get back to you" he replied going to the window. He raised the window and then jumped out and swung away.

* * *

**Chinatown- Chang's Palace**

Standing in a room was a visibly upset Mark Raxton and a wide eyed Rocco Chang.

"So let me get this straight, I'm stuck like this" asked Mark looking the kidnapped Alystair Smythe in the eyes. Alystair was sitting in a chair in a room in the upper quarters of Chang's Palace. Once Mark had gotten back yesterday night he had stashed Alystair in the room and left him, he had his cell phone but so far there haven't been any calls from Vanessa and so when he got tired of waiting for her to call with the cure he went to Alystair.

"That is correct"

"NO!" he shouted in anger making his skin glow bright

"I'm afraid it is, that alloy was never meant to be fused to human flesh and you my friend received several coats when you were doused. So kidnapping me was all for naught, your friends are gonna die tonight" Alystair replied with a smirk

"Goddammit Mark we just got over one problem with this Negative guy and now you bring up one with the Kingpin…..My Uncle is gonna be pissed" Rocco replied grabbing his hair.

"I'm curious Mark was it…..why would you want to be normal again anyway from what I've seen you have abilities that people would kill to have"

"You don't know what it's like…..I can't feel anything anymore it's…..its driving me crazy" he replied quickly.

"Kid, look at me, I'm paralyzed from the waist down, believe me when I saw I know a little bit about what you're going through, but the difference between you and me is that you are a God among men"

Mark looked at Smythe and they held each other's gaze for a long second.

"Well I don't want to be a God, I was happy the way I was, and if you know what I'm going through then why don't you help me get back to the way that I was"

"I can't and the reason again is because of the way you were exposed to it, the amount, and the time. As of now just looking at you I can tell that the alloy is as much apart of you and you are to it. You're like this permanently

Mark listen to the words as they left Alystair's mouth, Mark's anger began to rise, he would be forever stuck as a golden metal freak, but before his anger could consume him fully they were interrupted.

"ROCCO! WE GOT TROUBLE!" came one of the Rocco's subordinates bursting into the room, "Look outside"

Rocco ventured towards the window and he peered outside and his eyes widen. Several cars were out in front of the restaurant. Several men and women in demon mask stepped out of the car and they had weapons in their hands. They wasted no time in raising their weapons and unleashed high powered bullets upon the restaurant.

"GET DOWN!" shouted Rocco diving towards Alystair and tackling him to the ground.

Bullets ripped through the floor and through the side of the restaurant and into the room. Rocco covered Alystair as best as he could, mostly because he knew he worked for the Kingpin and that's the last thing he needed, one of the Kingpins' closest advisor's dead in his Uncle's place. Rocco cracked open his eyes to see Mark standing his ground looking at his golden hands in slight despair, the bullets ricocheted off of his thick golden skin.

'_I'm stuck like this..._' he thought to himself.

"MARK!"

Mark turned his eyes towards Rocco.

"DO SOMETHING!" he shouted at him. Mark was angry, he could feel his temper rising, he was angry at the fact that he would be forever stuck the way he was, he needed to take his anger out on someone or something. Gritting his teeth he took a running start and he burst through the side of the wall and he fell towards the ground.

* * *

**Down Below**

The Inner demons where unleashing rounds and rounds of bullets into Chang's Palace.

**CRASH! **Came a loud sound, the inner demons looked up to see Mark crashing through a section of the restaurant and come crashing down in front of them cracking and melting the pavement beneath his feet. The Inner demons stopped their shooting as they saw him in all of his golden glory. Mark roared and charged at them and they started shooting at him again. As he was charging fire was erupting from his body and the bullets that close to him melted upon impact.

Mark charged and kicked one of the cars and launched it in the air, the car went sailing until it crashed into a building and then to the ground again. Mark turned his head to the right to see several inner demons rushing forward with swords crackling with energy held high. They reached him and slashed at his head, the blade hit his head and snapped in half on impact. Mark took a step towards them and stepped on the broken blades the metal melted under his intense heat. He held up his hands and unleashed a stream of fire at the two, the stream blew them back burning them and it continued on and to another car. The blazing hot fire surrounded the car.

**KABOOOOOOM!** Went the exploding car, it lifted up off the ground and high into the air, the car hung in the air for a second and it came tumbling back down.

"DRAGON LORDS GIVE EM HELL!" came Rocco voice as he and the other Dragon Lords stormed out of the Restaurant firing their weapons at the inner demons.

* * *

**Limo down the street**

"**Most impressive**"

"Master….have you seen enough" came the voice of a woman with a demon mask on her face.

"**I have, you were right he is perfect**"

"Master how will you get close to him to touch him, he is too hot to get close to, he is like…. molten lava"

"**Hmph. You leave that to me**"

* * *

**Seconds Ago**

**KABOOOOM! **

"What was that?" said Spider-man. Sticking to window of a building Spider-man looked off in the distance of the setting sun. He heard the explosion, he squinted his eyes and he made out a car that was on fire, it hung in the air for a second before falling back to the ground.

"Okay…that can't be good" he said to himself before pushing off of the window and swinging in that direction.

* * *

**Present **

Spider-man landed on the roof of a nearby building and he peered over the edge at the fight down below. He saw Mark, Rocco and Dragon Lords battling the inner demons.

"What the hell is going on down there?" he asked himself

"MARK OVER THERE!" shouted Rocco.

Spider-man watched as the golden and on fire Mark turns and unleashes another stream fire at another one of the cars and blowing it up.

"Whoa" Spidey commented, "Wait a minute…did he just call him Mark"

Spider-man squinted his eyes again and zoned in on Mark's face and even though his face was golden and on fire he could make out Mark's features.

"Oh my God…..it is Mark. What the hell happened to him?"

**BOOOM!** went the sound of another car exploding.

"Doesn't matter now, only thing that matters is stopping this gang war between what I assume is the Dragon Lords, but who are guys in the mask" he asked himself hopping on the edge of the building getting ready to intervene, but just as he was about to intervene, red clad ninjas emerged from what seemed like nowhere and began to attack Mark, the Dragon Lords, and the people in mask.

"Not these guys again…..uh oh" he said before he suddenly backflipped avoiding two Sais to the back. Spider-man landed a few feet away on the roof thinking that he was safe but as soon as he straightened up he had to lean out of the way to avoid a foot to the head. He spun around and crouched low trying to sweep his attacker's foot but the attacker backflipped and landed in crouch and then sprung forward with both Sais pointed forward. Spider-man sensed the attack and leaned to the side, but his attacker was still able to scratch him.

"GAH!" he shouted feeling the long scratch across shoulder. Spider-man watched his attacker roll along the roof and turned and face him and his eyes widen. It was a woman, a very beautiful woman, with long raven hair, blue eyes, and she was dressed in a form fitting red outfit. She was the kind of beautiful that made men go crazy for, Spider-man stared at her in bewilderment.

'_Dear God…..be still my beating heart'_ he thought to himself, his staring was interrupted as he saw her grip her Sais tightly and narrow her eyes, he glanced down at her feet to see her shift them almost like she was about spring at him.

'_Whoever she is, she is not one to be taken lightly'_ he continued.

"Uh…Hi, I'm Spider-man and who might you be"

Elektra dashed forward.

'_Crazy chick with Sais'_ Spider-man thought dodging a mid-ranged strike from the raven haired beauty.

* * *

**Down Below**

"WHERE THE HELL DID NINJAS COME FROM!" shouted Rocco as he shot a ninja in the arm.

"They're after me" Mark replied punching a ninja and sending him flying back.

"Of course they are" Rocco replied

A hand ninja reached into his gi and produced several black balls; he threw the balls at Mark's feet.

**BABOOOOM!** Sounded the explosion, the force of the explosion tossed the unsuspecting Mark in the air. He flew through the air until he came crashing down the ground hard several feet away.

"MARK!" shouted Rocco but he couldn't go to him because of the heavy fire from the inner demons.

* * *

**Chang's Palace**

Alystair pulled himself along the ground until he peered out of the hole that Mark had created in the side of the building. He looked down below at the chaos that was going on; he released a sigh of relief as he saw the ninjas down below.

"About time" he said to himself. His eyes then glanced up towards the roof of the nearby building and he saw Spider-man and Elektra in an intense fight. Elektra kneed Spider-man in the face sending him down to the ground, but he sprung up quicker than she could react and delivered two feet to her stomach.

**BABOOOM!**

He quickly covered his head as he heard the explosion, he looked up to see Mark being tossed up in the air and sent flying down the street.

Suddenly several ninjas appeared next to Alystair and he turned to face them.

"About time you idiots showed up, get me the hell out of here" he snapped at them. The ninja's leaned down and grabbed him by his arms and then vanished without a trace.

* * *

**Down Below**

Mark quickly picked himself up off of the ground and shook his head. He looked up to see several inner demons ready to fire upon him but they instantly stopped.

"YOU IDIOTS FINALLY REALIZE YOU CAN"T HURT ME!' he shouted at them.

"**They can't but perhaps I can**"

Mark whipped around to see a tall Asian Man in a white suit with a photographic Negative appearance.

"Who are you?"

The man lunged forward and put his midnight black either side of Mark's face. Black electrical energy flowed from the man's hands and into Mark's body.

"ARGHHHHH!" he shouted, for the fist time in what seemed like weeks Mark felt something and it was pain. The black electrical energy assaulted his golden form and for a second he flashed black and then back to his normal golden state.

"**GAH!"** grunted the mysterious man as he took his hands away from Mark's face, as he was touching him Mark was unconsciously increasing his heat and burning his hands. He looked at them and could see some scorch marks but he didn't pay them any mind, he then turned his attention back to his newest servant.

Mark's eyes flash black and he slowed knelt down in front of the man.

"Master Negative how may I serve you" came Mark's voice.

"**Kill them, Kill all of them and then find your way back to base**"

"Yes sir" Mark replied standing up; he turned and walked back towards the heavy fighting.

The man named Negative smirked and turned and walked away, with his servants following him.

* * *

**Rooftop**

"AHH!" shouted Spider-man feeling another slash from Elektra's Sai, he cartwheeled and then spun and kicked her in the chin, she stumbled back slightly and wiped the blood away from her chin and then pressed her attack. She charged and tried to stab him in the shoulder but he dodged again, Elektra crouched down and tried to sweep his feet but he jumped over her. Elektra raised her right Sai and tried to stab him in the air but Spider-man agility was too great and he was able to maneuver out of the way again.

'This target…is most cunning' she thought to herself watching as he landed a few feet away. She took the defensive as he went on the offensive. Spider-man came in with a punch that she blocks, she then raised her left hand and tried to shove her left Sai into her opponent's ear, but he leaned back and avoided the strike. He kept going back and he held up both his hands and shot two webs that connected to her chest and using his strength he pulled on the web and yanked her in the air and over his head and slammed her down on the cement roof. When he slammed her the force made her drop her Sais which were then sent skidding across the room. Spider-man pulled on the web and yanked her in the air again and slammed her to the cement again. Elektra not one to be defeated pulled out a knife that she had concealed on her and quickly cut the web that was on her chest, she then rolled away and got into a crouch. She raised her head and trained her steely blue eyes onto her red and blue clad opponent. Spider-man was standing there breathing hard slightly and staring back at her.

'_This lady is hot...I-I mean she's dangerous, focus Parker…. she's a damn good fighter…maybe better than Daredevil and Iron Fist. The only reason I'm still alive is because my agility and spider sense, but despite that, the sheer skill she has is amazing. All she needs is one good hit I'm dead. I've got to find a way to neutralize her before that happens, but the question is how'_ he thought to himself.

'_He is able to someone anticipate my attacks, that combined with his agility is how he's still alive. He is skilled in the arts and I have a hunch on who has trained him. Matthew, you have been a busy bee, but I will not let that revelation stop me from completing my job. IF he is able to anticipate my attacks perhaps I can use that to my advantage and anticipate how he's going to dodge'_ Elektra thought to herself.

In an instant Elektra charged at Spider-man, her speed quick and her mind focused. She came in with a strike to the shoulder, but it was dodged, she then came in with another strike and just as Spider-man was about to dodge she pivoted on her left foot and quickly turned and thrusted out a perfect sidekick that nailed Spider-man in the stomach, knocking the wind out of him and succeeding and getting him off balance and that was all she needed. Elektra came in with a powerful punch to his side, and then an elbow to his jaw and then a back fist. Spider-man tried to recover and roll away but Elektra was relentless, she dashed after him and then jumped in the air and kicked him in the back sending him tumbled across the ground. Elektra eyed one of her Sai's which was nearby; she quickly rushed over to the fallen Sai and grabbed it. She looked over to Spider-man was turning over; she took a running start and then jumped.

'_Spider sense'_ Spider-man turned over completely to see Elektra in the air with her Sai pointed towards his head. She landed on him and almost stabbed him but he was able to grabbed the sharp Sai and keep it from killing him.

"GRRHHH!" the both grunted. Elektra trying to plunge the Sai through his skull and Spider-man trying to prevent that very thing.

'_Spider sense….yeah no kidding'_ he thought.

* * *

**Down Below**

A smirking Mark Raxton confidently strolled towards the intense shooting and fighting in the streets. Bullets ricocheted off his Golden body and that only served to make his smirk grow even more. For the past weeks he had been moping around about his current state, feeling depressed and sadden that he wouldn't be normal, but now…..now he felt powerful, he had a sense arrogance about him, he felt…..good.

"MARK!" shouted Rocco.

Mark turned his eyes to Rocco who was hiding behind a wall shooting at the remaining Inner Demons and the hand Ninja's. Mark smirked at his friend and then he began to laugh.

"Time to show the world the new Mark Raxton" he said to himself. He balled up his golden fist and he concentrated. He began to glow brighter and brighter, intense fire began to erupt from his body and surround him. All of the fighting stop when they felt the very air around them heating up, all eyes turned to the brightly burning Mark.

"HAHAHAHAHAH BURN BABY BURN!" he shouted and like a volcano erupting the whole area went up in a huge explosion of molten hot fire.

**KABOOOOOOOOOOOM!**

* * *

**Rooftop**

**CRUMBLE! CRUMBLE! **

The battling Elektra and Spider-man heard the explosion and turned the eyes to the left see fire heading their way but they didn't have enough time to get out of the way because the roof they were fighting on gave way because of the explosion and they began to fall.

* * *

**Streets of New York **

"This is Lieutenant Terry Lee, Yeah I'm gonna need the fire department and the coroner down here…..it's a war zone"

The Lieutenant stopped her car and got out as did the other officers that pulled up behind her. They had gotten a call about a gang war going on in Chinatown and they had responded immediately but it seems like they arrived a little too late. The area where they assumed the gang war had gone down was nothing more than a crater in the middle of the street. There were bodies standing outside of the crater but they were frozen in place and made of ash. Lieutenant Lee ventured towards one of the ash bodies and she slowly raised a hand and touched it, but as her hand touched the charred body it tipped over and fell to the ground and burst apart sending ashes drifting through the air. Lieutenant gasped slightly and took a step back, she looked up to see several more bodies surrounding the large crater, her eyes then drifted towards some of the burned and destroyed buildings.

"What the hell happened" whispered an officer from behind her. She turned to the officer and saw he was staring at the carnage with wide eyes as well.

"I don't know but…." She started before she heard laughing.

"HAHAHAHAHAHA I'M INVICIBLE! HAHAHAHA!"

Lieutenant Lee turned back towards the crater to see Mark Raxton making his way out. She drew her gun and aimed it at Mark.

"LIE DOWN ON THE GROUND AND PUT YOUR HANDS BEHIND YOUR HEAD!"

"I've got a better idea" he said before holding up his hand, "HOW ABOUT YOU DIE!"

Lieutenant Lee's eyes widen as she saw the stream of fire heading towards her, she dove to the ground out of harms way and opened fire but the bullets bounced harmlessly off of Mark.

* * *

"_Gah_….man, what happened" groaned Spider-man pushing some rocks off of his body. He looked up to see half the roof he was previously lying on was precariously hanging above him and could fall at any second, and the other half of the roof and the whole building for that matter was scorched beyond recognition melted to almost nothing. Spider-man slowly pushed himself to a standing position, he was bleeding from several cuts on his body and his costume was ripped and torn to shreds once again.

'It's gonna take me a week to sow this thing back together. Good thing I have a spare' he thought to himself. Once he determined that he was alright he looked around and his eyes landed on his mysterious attacker, half her body was buried under debris and she had a metal rod stick out of her side, she was lying unmoving. Spider-man slowly ventured over towards her until he was staring down at her.

'Who the hell is she?'

"U-Uh…" she began to groan, her eyes slowly opened and focus and the first thing she saw was Spider-man staring down at her. Elektra tried to move but she couldn't, she felt the pain racking her body but she wasn't one to show it, never in front of her enemies.

"F-Finish…M-Me" she said to him '_I-I wonder Matt…d-does your little p-project abide by the s-same rules'_

"Who are you?" he asked

"Your death…i-if you don't f-finish me..." she replied back before spitting out some blood.

'_She's hurt badly, I have to help her…..but why should I…..why should I even care she was trying to kill me'_ he thought to himself. He turned away slightly but then he stopped and he released a sigh of frustration, _'She might die if I don't help her and…it would be irresponsible of me to let that happen…great'_ he continued to think. He went over to the slab of concrete that had her legs trapped. He grabbed it and he lifted it upwards and then tossed it off of her, Elektra coughed out some more blood.

'_It appears he does. Helping your enemy…how foolish…but also admirable'_ she thought eyeing him.

**WHOOOOOO WHOOOOOOO**. Spider-man looked up as he heard police sirens and then the screech of several cars.

"The police are here…..I'm turning you over to them, they can find out who you are"

"N-Not….l-likely. T-Tell me s-something, why help me, I-I am trying to kill you"

"Because…I'm the good guy, it's what I do"

Elektra looked at him and she began to chuckle.

"Did I say something funny?"

"Yeah you did. H-Here's a warning…b-being the good guy is gonna get you k-killed" she said before chuckling again.

_'Spider sense'_

Looking to the right and through the hole of the half incinerated building Spider-man saw Mark climbing out of the giant crater and he was laughing menacingly.

'_Oh no…Mark. I've gotta help him'_ he thought. He held up his had and shot a wide spider web at the down Elektra.

"Don't go anywhere I'll be right back" he said before he started towards the open hole to confront Mark.

Two hand ninjas suddenly appeared in the area and next to Elektra, they brandished their swords and sliced through the webbing, they reached down and gently picked up their leader.

"Orders my leader"

"To our hideout….I must heal before we can plan the next attack" she replied weakly.

"Yes my leader" The ninjas' replied at the same time before all three disappeared without a trace.

* * *

**Outside**

"DIE!" Mark shouted in absolute joy. Lieutenant Lee was on the ground firing round upon round on him but it was utterly useless. Her eyes widen as the stream of fire began to lower towards her.

Spider-man shot a web at Mark's hands but to his shock the webs didn't stick, it bounced off of his arms just like the bullets.

'_The hell'_ he thought.

Mark stopped his assault on the cops and he turned to the side to see a haggard looking Spider-man standing there.

"Spider-man" stated Mark turning towards him fully.

"Mark….Mark Raxton, I'm here to help you. Your sister Liz sent me here to help you"

"Does it look like I need your help or hers for that matter" he asked in a matter of fact tone.

"Yes it does, you're hurting innocent people….look around you, see what you have done, you're not well. I can help you; I know some people that can help get you back to normal"

"Sorry bug boy, There is no being normal for me anymore, and I'm perfectly okay with that" Mark replied. He then thrusted out his left hand and unleashed fire at Spider-man. The wall crawler jumped out of the way in the nick of time. Mark followed Spider-man with his hand as he flipped over him and to the ground. Mark grinned to himself and then lunged forward at him with his fist cocked back. He threw a punch but he missed his target by a mile. Spider-man leaned out of the way and delivered his own punch that nailed him in the jaw.

"ARGH!" Spider-man shouted. He jumped back creating space and he looked at his fist. He could see the red, angry and slightly burnt skin of his knuckles.

'_I can't touch him…he's too hot'_ Spidey thought eyeing his foe who was grinning evilly at him.

"RAH!" he shouted running forward. Spider-man hit him with two web balls but they barely stunned him, he kept coming forward and he threw out another punch but this one had fire behind it and will he missed Spider-man the heat from the punch singed a part of his already ripped costume.

* * *

Lieutenant Lee looked at the fight that was going on between Spider-man and Mark, she wanted to help but she knew she couldn't because this new foe was a meta and if she jumped in she would mostly like be in the way, but the more she watched the fight the more she saw that Spider-man was outmatched by this new enemy.

"I have to help him or he's gonna get roasted" she whispered to herself.

**HONK! HONK! **

Lieutenant Lee turned to see the fire department arriving on the scene, she saw the fire fighters jumping off of the truck. She looked at the truck and then at Mark again and an idea formed into her mind.

"CHIEF! I NEED YOUR HELP!" she shouted running over to the fire chief.

* * *

Spider-man punched Mark in the jaw making him stumble back, he gritting his teeth in pain as he felt his burnt knuckles but that slight burn was better than being burnt alive, which is exactly what would happen if he didn't go on the offensive.

'_Dammit…..think Parker think….how to hit him without using your hands'_ he thought to himself. He took a step back and that's when he noticed something, he looked down to see that thanks to Mark's earlier display of power the ground was loose and an idea formed. Spider-man crouched and then flipped in the air, while he was in the air he shot a web at the loose ground and with a mighty tug he uprooted the loose piece and he swung it at Mark.

**BAM!** Went the sound of Mark being hit with the loose section the ground. Mark went flying back and he hit the pavement hard.

"Ergh" Mark grunted pushing himself up off of the ground, he looked at Spider-man with hate in his eyes, "You're dead wall crawler….DEAD!" he growled making fire light up around him.

"HEY!" came a yell. Mark turned around to see Lieutenant Lee with a fire hose in her hand.

"TIME TO COOL OFF!" she said right before a wide high powered stream of water flew out and hit him dead on.

"NOOO!" he yelled as the water hit him. The water began to douse his flames, and as a result steam beam to rise in the air and cover the area making it impossible to see anything. Lieutenant Lee kept firing the water despite the steam that shrouded everything.

"STOP!" came Spider-man's voice. On his command Lieutenant Lee ceased her assault and turned off the water.

* * *

Spider-man peered through the steam trying to look for any sign of Mark.

"Where…spider sense"

From the steam Spider-man saw Mark charging forward with a punch that connected to his jaw. Mark then came in with a shot to the stomach and then another punch to the face that sent the wall crawler flying back and to the ground.

"Uhhhh" he groaned in pain from the hard shots.

"Next time Wall Crawler…Next time" Mark growled before breaking into a sprint and running away from the scene. Spider-man tried to get up to follow him but he was too exhausted and his body protested too much, so he laid there staring up.

"Ow" he said after a few long minutes. The steam slowly began to clear up and finally the nighttime sky became clearer and clearer as did the footsteps. Spider-man's eyes then landed on Lieutenant Lee as she came to stand over him.

"You okay" she asked

"No" he replied, "But thanks for the assist by the way"

"Least I could do, did he get away"

"Yeah, he got away, but I'll get him"

"I'm sure you will, who the hell was he?"

"His name is Mark Raxton, but I don't know how he came into his powers" Spider-man replied as he painfully rolled over and stood to his feet.

"What the hell is going on in this city….what is this like the 10th guy with superpowers trying to destroy stuff"

"And the scary thing is Lieutenant, tomorrow is a new day which means there's bound to be something else, in this city you can never tell when or where the next challenge is coming"

* * *

**Elsewhere: Hours Later: Location Unknown **

Mark Raxton entered the dimly lit room, first his eyes landed upon the men and women with demon mask on their faces and their weapons drawn. He smirked at them because he knew there weapons were of no use against him.

**CLAP! CLAP! CLAP! **

Mark turned his eyes to the clapping and from a darkened area in the back of the room out stepped his master: **Mister Negative. **

"**Well done Mark, Well done. That was an impressive display; I knew I was right to induct you into my organization**"

"You chose well Master, and I thank you for liberating me" said Mark walking towards Mister Negative and kneeling.

"**Rise Mark, Rise**"

"What shall be my first assignment Master?"

"**Follow me Mark and I will introduce you to your teammates**"

"If I may make a request Master" Mark asked

"**Speak"**

"Don't call me Mark"

"**Oh. What shall I call you then**?"

"Haven't you been watching the news, I'm the** Molten Man**"

* * *

**End Chapter: Read and Review: Hey Readers, it's me Nomad88 back again with the closing comments. First I would like to say wow. I've gotten a lot of positive feedback on how I handled The Kree-Skrull War. I'm supremely glad that all of you readers out there enjoyed that small crossover event; I made some big claims and I'm glad that I was proven right, also I see you readers enjoyed the upcoming events in the Aftermath interlude. Now I believe I know what you readers are thinking how can I top the Kree-Skrull War, well the only answer to that question is for you all to keep reading. Trust me, for this story I'm putting the pedal the metal. I hope you all enjoyed the chapter and the introduction to the Molten Man, I know the story started off kinda slow but I figured you readers would want to see Mark's progression in adjusting to his new change and his mind set. I toyed with a lot of ideas for him and this was the best of the choices, he'll definitely be back again and you'll find out who he's being teamed with. Mister Negative is in the background scheming and that little storyline might come into play either in Vol 2 or Vol 3, I haven't decided yet. Also, I teased another Classic Spider-man villain; his storyline is coming up, as is several other Classic Spidey Villains. Last but not least Elektra, I hope I pleased you all with their first of many (spoiler) battles, it's up to you to decide who won this particular skirmish. Anyway readers again I really hope you enjoyed this chapter, please Review(Writer's Fuel), if you have any question or comments leave them in the review or send me a pm message and I promise I'll get back to you ASAP. This is Nomad88 saying Later…**

**Ps: Batman Beyond Vol 1 is up next for update so be sure to keep checking either my profile or the Batman Beyond section, this is me saying later…..**

**Next up: Group Therapy**


	48. Group Therapy

**Disclaimer: I DO NOT in any form or fashion OWN these characters, I repeat I DO NOT OWN THESE CHARACTERS! In fact ALL CREDIT goes directly to MARVEL, STAN LEE, and DISNEY, they are the owners not me, no money is being handed to me or exchanged so I ask with the utmost sincerity that you DO NOT SUE ME! Please DO NOT SUE ME, I have no money, none whatsoever, completely broke…thanks. Now on with the story. **

**Hello All and welcome back to another chapter in the Amazing Spider-man universe, I hope everyone enjoyed the last chapter because we're diving right into the next chapter, and it's my greatest hope that you readers out there will enjoy this chapter as well, so having said that the only thing left to say is: READ, REVIEW (A Writer's Fuel) and of course ENJOY…..**

* * *

**Chapter 42: Group Therapy**

**Thursday Night: 8:45 pm: Park Household**

Peter released a sigh of frustration and then slowly rubbed his eyes.

'_God if you're listening please kill me now'_ he thought to himself. He and his Aunt May were sitting on the couch watching one of her favorite talk shows: The Carmen Monroe Hour. Just as he was about to go out on his routine nightly patrol his Aunt had called him downstairs to watch a talk show because it was featuring the psychiatrist that he was supposed to go see tomorrow, a Dr. Karla Sofen. He glanced at his Aunt who was laughing at a witty remark that Dr. Sofen said to the talk show host.

Peter shifted in his seat for what felt like the 100th time, and his shifting didn't go unnoticed by his Aunt, but she didn't say anything. Aunt May wanted her nephew to get a feel of the person he was going to meet tomorrow.

'_If this Dr. Sofen is anything like she is on this show then this will be a good experience for him. Maybe she can succeed where I couldn't'_ Aunt May thought to herself glancing at her nephew out the corners of her eyes. She knew that this was killing him on the inside, and she knew the kind of stigma that teens usually got when they go to see a psychiatrist but she believed that for the welfare of her nephew and for the welfare of their relationship this needed to be done. While Peter may not pay much attention to her on a daily basis, her attention was always focused on him, and so far she hasn't been too keen on the things that's she's being seeing from him. He was always late and tired, he was always forgetting things and coming in very very late and with what looked bruises…like he had been in a fight. Not only that but his grades have been slipping in some of his classes, his room was a mess, and he practically didn't do any of his chores.

Aunt May's first instinct when she noticed all these things going on with him was to march up to him and make demands, but she decided against that approach. She could remember when her late husband Ben used to tell her that one of the things she needed to work on was her patience, especially if they were going to raise a child together, so instead of making demands she waited, and waited, and waited, and did more waiting, trying to see if Peter would trust her enough to tell her what was going on with him because it was quite obvious that it was something, but he never took that step. She had finally reached the end of her rope when he kicked over the TV and told her that he doesn't answer to her, that was the last straw. Luckily though the answer to her problems came from her friend Anna Watson who gave her the number to Dr. Sofen.

"Aunt May can I please go now" he said desperately

"No Peter, just relax there's only 10 minutes of the show left"

"Aunt May come on I don't need to…"

"Shhhhhhh Peter it's already done, you're going so deal with it. What do you think of your psychiatrist so far?" she asked pointing to the TV.

Peter rolled his eyes and he looked at the woman.

"I think….I think she wears too much makeup"

"Personality Peter"

"I don't know Aunt May, to tell you the truth I haven't been paying much attention, I've been counting a million" he replied. It was Aunt May's turn to roll her eyes; she folded her arms across her chest and turned her attention back to the TV screen.

* * *

_**TV**_

_Carmen Monroe: HAHAHAHAHA! Oh My Goodness Dr. Sofen you are one of a kind_

_Karla: I know I know _

_Carmen: You're gorgeous, one of the youngest and most successful psychiatrists in history, you have 3 published books, and you've been seen around town with the handsome and insanely rich Tony Stark as well as the equally rich and handsome Simon Williams. I have to say I'm very jealous_

_Karla: And you should be. No I'm kidding Carmen kidding, I'm just a blessed individual, God saw fit to bless me with beauty, talent, and a knack for understanding the human mind. _

_Carmen: I'll say. So tell me Dr. Sofen what's next for you. You've accomplished so much in such a short time what's the next thing for you or you list_

_Karla: Hmmmm….become a superhero. HAHAHAHAHAHAHA._

_Carmen: HAHAHAHA! Oh look we're out of time. Well Ladies and Gentlemen I hope you enjoyed our show and I hope you all enjoy our guest the lovely and charismatic Dr. Karla Sofen. The good Doctor has an office here in New York and if you need an appointment the address and number is on your screen now. This is Carmen Monroe saying until next time…_

* * *

Aunt May smiled to herself as her show ended.

"You see Peter that wasn't so bad now was…." She started before turning her head to the right to see that Peter was already gone, she looked around in confusion for a second before her eyes went towards the upstairs where Peter probably went she released a sigh of frustration and stared at the stairs "I swear….that boy is going to be the death of me" she said to herself shaking her head.

* * *

**Outside **

Spider-man was on the roof of his house.

"Pfft….who does that lady think she is…..God Saw fit to bless me with beauty, talent and a knack for understanding blah blah blah" he mocked, "If that's how she is on TV I can only imagine how she'll be in real life…I have a feeling that tomorrow is going to be the longest day of my life…great" he said shaking his head. Spider-man shot a web and he swung away and towards the city.

* * *

**Across Town: Greenwich Village**

A mysterious man garbed in a form fitting green outfit stood across the street from what looked like a dilapidated 2 story mansion, with wooden boards on its windows and crumbling bricks on its sides. The man smirked to himself as he surveyed the beat up and crumbling mansion, he looked down at the address on the parchment of paper in his hands.

"177A Bleecker Street, New York City, NY. It has taken me a great deal to find you, but I've finally found you and now we can begin" the man whispered to himself. The parchment of paper suddenly disappeared from his hands. The man then levitated off of the ground and high into the air.

"ETA SIH MUSHA ETA SIH MUSHA" he began to chant. The man's form rippled slightly and several identical copies of himself were produced. Each of the copies began to surround the dilapidated Mansion, they raised their hands and put them in an odd formation and began to chant again. The mysterious man's hands began to glow a mystical orange hue and a steady beam of energy rocketed out and at the Mansion. The beam hit the beat up Mansion but it didn't destroy it, the beam bounced off of a barrier of blue mystical energy.

The copies of the man began to chant more vigorously and as a result their mystical beams of energy increased in strength. The blue barrier of energy did it's best to guard against the onslaught of energy but it was beginning to be overwhelmed and it began to flicker and waiver.

* * *

**Inside the Mansion **

Despite the appearance of the exterior of the Mansion the interior however was something to behold, because inside was a lavish and nicely decorated Mansion. The walls aligned with old and new art, nice red and gold carpet, bookcases filled with what seemed liked endless books, an expansive kitchen area, nothing out of ordinary at first glance but this Mansion was far from ordinary. If one were to look up they would see not only floating candles, books, and other strange object, they would see a floating man with mystical blue energy swirling around him, he was 6'1 with black hair and graying sides, blue eyes and tan skin, he looked to be in his late 40s, the man was garbed in a long flowing orange and yellow cape that was held around his shoulders by a gold chain attached to a golden amulet that had a eye carved into it, he had on a blue Victorian style shirt and black slacks with an orange sash as a belt and black shoes. This man's name was Doctor Stephan Strange, the Earth's Sorcerer Supreme. He floating off of the ground and he was in front of a fire orange oblong shaped portal of mystical energy. His eyes were open but they were dull and lifeless.

"MASTER STRANGE!" came a voice full of panic. From the steps that lead up to the second floor the large mansion a man ran down the steps. This man's name was Wong, the faithful apprentice and housekeeper to Doctor Strange. Wong was a man of Asian descent; he stood at 5'7 with a bald head, brown eyes and a clean shaven face. Wong was dressed in a green Chinese style outfit. He reached the bottom step and he ran over to his Master who was still floating high above him.

"MASTER STRANGE!" he shouted again, but still no effect. Wong closed his eyes and he whispered a small incantation under his breath. Once the incantation was finished he began to levitate off of the ground and towards Doctor Strange. Wong recoiled in shock as he looked into his master's dull and lifeless eyes.

"Master Strange you must awaken The Dark ones Apprentice is here" he said urgently grabbing the sorcerer supreme by the shoulders, but it was of no use Doctor Strange continued to stare into the spiraling orange portal before him, the portal that lead to the Dark Dimension.

* * *

**The Dark Dimension **

Red skies adorned the pocket dimension only known as the Dark Dimension, a mystical place between dimensions. In this place the normal rules of physics and science did not apply and it could be clearly seen through the floating land masses that were littered as far as the eye could see, below the land masses was an endless sea of red nothingness, floating along the bottomless red nothingness ghastly and ghostly apparitions swirled around moaning and groaning in agony.

Flying through the red skies were dozens of dark grey winged creatures that were twice as large as any human being with glowing red eyes and razor sharp canine teeth. The creatures were flying at top speed through the air towards a particular floating land mass, on the plot of land were two figures furiously fighting against hordes of horrendous looking Ghouls, Demons and Goblins.

One of the figures was Doctor Strange and he was firing mystical blast of energy at any and all that approached him and standing next to him doing the exact same thing was a beautiful woman that stood at 5'8, with medium length white hair with a crown of fire around her head, ocean blue eyes, dark red lipstick on her mouth and a light complexion, she appeared to be in her late thirties but because of the flow of time in the dark dimension she was actual much much older. The woman had a petite body build and was wearing a hot pink and black outfit. This woman's name was Clea, and she was the ruler of this dark dimension

"THERE ARE TOO MANY!" Clea shouted blasting a goblin back with the swirling green mystical energy from her hands, "My powers are beginning to wane my love"

"As are mine" Doctor Strange replied thrusting out his hands and blasting back the ghouls trying to attack him.

"You…You must leave me Stephen" she said with finality, he eyes dancing between the monstrous beings trying to rip them apart, "You must leave me to my fate"

"I am not leaving you Clea…..not again" he replied sternly

"Stephen you fool, you must put this into perspective my dimension is lost for now you must get back to your side and close the portal and protect it, before my uncle finds his way to your dimension. If he is released to your world all is lost" she snapped at him desperately. She lifted her left hand and blasted a Goblin to ashes, a few shadows formed over the two of them and they both lifted their heads to see the winged creatures making their way towards them.

"LOOK OUT!" shouted Doctor Strange. The winged creatures opened their mouths and fireballs fired at the two mystical beings. The fireballs hit the ground and knocked them to the ground. Doctor Strange held up his hands and he concentrated.

"HALUM!" he yelled. Several of the winged creatures turned to stone and fell from the sky, but several more took their place and started firing more fireballs. Clea quickly rose to her feet and threw up a protective barrier of mystical energy, the fireballs pelted the shield and cracks began to form along the barrier, she scrunched up her face in concentration trying to protect them from the fire but it was too strong.

"STEPHAN FOR THE LAST TIME GO!"

Doctor Strange arose from his spot and moved closer to Clea, he quickly reached out and linked his hands with hers and he said a spell. The green protective barrier strengthened and began to expand around them holding them both in a protective bubble. Stephen leaned in close to her ear and he whispered.

"I will never leave you again Clea"

"You are a fool" she replied turning her head to look him in the eyes

"A Fool in Love with you" he said, the two leaned in closer and kissed each other with all of the love that they felt for the other. In that moment that they took for themselves, everything around them faded away, the noise of the vicious demons and Monsters banging against the protective bubble growling and snarling was muffled. The only thing that matter to them was each other. The two lovers soon broke apart but their eyes lingered on the other for a bit longer. Doctor Strange turned his gaze away from her when he didn't hear the sound of the beasts anymore, he looked and he saw that each of them where standing still glaring at them. Clea turned her gaze away and looked around at the monsters as well.

"Why do you think they stop?" she asked

"I can only think of one reason…..their master is coming" Doctor Strange replied.

"**How Right you are Sorcerer**" came an evil and boisterous reply.

**RUMBLE! RUMBLE! RUMBLE!**

Doctor Strange and Clea turned there eyes to the front of their protective bubble. From the sea of red nothingness below the floating plot of land, a massive being began to rise. First the being's head was shown to be consumed by fire scorching hot fire, the burning head had devilish glowing red eyes that bore into the souls of those that stared within them, and a devilish grin adorned it's mouth. As the head continued to rise the rest of the being's body became visible.

Doctor Strange and Clea both swallowed hard as they stared upon their true enemy, standing at an Impossible height, clad in a black and red sorcerer's outfit, the being was known by many names, The Dark One, The Lord of Chaos, The Most Terrible Foe, but perhaps the one that's most well known throughout the dark dimension and the other mystical realms was the name: **Dormammu**

"**I HAVE ARRIVED!" **he stated as his blazing red eyes stared down at the two. The beast that gathered to attack them all kneeled at the sight of their gargantuan Master.

"Dormammu" Doctor Strange stated with venom

"Uncle" Clea said with the same amount of venom as her lover.

"**Strange I see you've found your way back to this dimension…impeccable timing as usual**" Dormammu said with contempt "**But no matter, your interference has done nothing but delay the inevitable death of my niece"**

"I WON'T LET YOU KILL HER!"

"**THEN YOU WILL DIE WITH HER!"** Dormammu shouted back "**CLEA MAKE IT EASY ON YOURSELF AND YOUR PEOPLE AND LAY DOWN YOUR LIFE!"** Dormammu commanded.

"NEVER!" Clea replied

"**Foolish of you my niece….very foolish**" Dormammu replied before waving his hand. Doctor Strange and Clea prepared themselves for whatever he was about to throw at them but it wasn't an attack.

"AHHHHH! NO! DON"T!" came the sound of loud screaming of people that sounded like they were in absolute agony.

Clea instantly recognized the sound of her people suffering, hearing their cries she dropped to her knees.

"Clea"

"My people Stephen" she responded "I can feel their suffering"

"**Soon my niece you will feel them dying…but you can stop it….allow me to claim your life and become ruler of this dimension and their suffering will cease**"

"OR MULTIPLY TEN FOLD!" Doctor Strange shouted

"**QUIET YOU INSOLENT WHELP!"** Dormammu roared attempting to slam his massive fist down on the protective bubble around them but as soon as his hand touched the bubble there was a powerful backlash of good of magic.

"**RAH!"** roared Dormammu grabbing his hand.

"You see Clea he doesn't have full power yet which means there's still a chance we can defeat him"

"How Stephen…..every moment that passes he is free my power decreases"

"Even so Clea you are still the ruler of the Dark Dimension and only you alone can banish him back from whence he came…."

"**Not for Long Strange**" stated Dormammu "**You may still control this realm my niece but your world however Strange, is a different story**"

"YOU CAN'T CROSSOVER!" he shouted.

"**Oh but I can…..my apprentice has found your Sanctum Sorcerer and once he gains access to the portal he can open from the other side and I'll have an unlimited supply of power HAHAHAHAHAHAHA!"** Dormammu laughed evilly.

"STEPHEN GET TO THE PORTAL AND CLOSE IT!" shouted Clea grabbing him by his cloak. Thinking quickly Doctor Strange snatched the Eye of Agamotto off of his cloak, he held it up and he whispered softly to it. The Eye glowed and flew out of the protective bubble and into the air.

"**What are you doing Strange**?"

"MORDO CAN'T ACCESS THE PORTAL IF I SEAL IT SHUT!" Doctor Strange yelled. Dormammu's red eyes widen as he saw the Eye of Agamotto flying away.

"**NOOOOO!"** he shouted in realization. Dormammu formed himself into a floating face of fire and flew after the Eye.

* * *

The Eye of Agamotto weaved throughout the Dark Dimension at fast as it could but Dormammu was still on its trail. The Eye suddenly flew upwards spun through the air and towards a moving plot of land; it flew along the surface until it reached the top where the spiraling orange portal resided. The Eye landed in front of the portal, it glowed white and a beam of energy fired from the eye and hit the orange portal.

"**NOOOOO!"** shouted Dormammu bursting through the floating piece of land. His eyes widen even further as the portal began to shrink and shrink until it vanished from existence. Dormammu growled in anger and he looked at the Eye of Agamotto. He roared and tried to swallow the Eye hold but it released a blinding white light and then disappeared.

* * *

Clea shield her eyes from the blinding white light in the distance, she looked out into the horizon to see the light subside and then she turned to Stephen who sitting down Indian style with his eyes closed and his face in complete concentration.

"What did you do?" she asked

"I bought us some time to think of a way to defeat Dormammu" he replied in a calm voice. Clea looked around at the monsters that were still trying to claw their way in but the protective bubble held strong, she released a sigh and hastily sat down in Indian style in front of Stephen and she closed her eyes as well. The mystical beings centered themselves and fell into a deep mediation blocking out everything around them. Through their meditation the protective bubble glowed green and strengthened just a little more.

* * *

**Sanctum Sanctorum **

Wong shielded his eyes slightly as a brilliant white light consumed the portal his Master was staring at, the portal suddenly began to shrink and then it vanished. Wong looked on in shock as it disappeared. The levitating body of Doctor Strange dropped to the ground with a slight thud.

"MASTER!" shouted Wong in horror.

**CRASH!** Wong turned to the sound of a window breaking and from the circular window on the second floor of the mansion Dormammu's apprentice: Baron Mordo descended through the shattered glass.

Baron Mordo was 6'1, with slick back jet black hair, brown eyes, a dark tan, and a black goatee. He was garbed in a green sorcerer's outfit with a long flowing green cape. He had a yellow mystical aura around him making him all the more menacing.

"MORDO!" shouted Wong putting his hands up, mystical energy rocketed from Wong's hands and at Mordo but it harmlessly bounced off of his mystical aura. Mordo held up own hand and aimed at Wong.

"Ethro Selum" he said.

A powerful invisible force slammed into Wong and sent him flying back and into a wall denting it badly.

Mordo turned his eyes away from Wong and to the down body of his nemesis Doctor Strange, but as his eyes landed on Strange the yellow mystical aura around him began to electrify and it electrocuted him.

"RAHHHHHHHH!" he shouted in agony before crumpling to the ground "M-M-M-AS-TER! RAHHHHHH"

"**MORDO YOU FOOL YOU WERE TOO LATE!"** roared Dormammu's voice from what seemed like everywhere.

"Master…..Strange's Sanctum proved to be hard to find…..and the protection barrier even harder to break"

"**I DON"T WANT TO HEAR YOUR EXCUSES! YOU BUFFOON! BECAUSE OF YOU THE PORTAL IS SEALED!"**

"My Master I will find a way to open it"

"**YOU BETTER! OR SUFFER MY WRATH!"** Dormammu roared before terminating the conversation. Baron Mordo released a pained breath and picked himself off of the ground. He let out a growl at seemingly lifeless body of Doctor Strange and he slammed his fist to the ground.

"DAMN YOU STRANGE!" he growled, but then, he turned to the left when heard a pained sigh coming from Wong who was attempting to rise from his position on the ground. Mordo shakily stood to his feet, he was smoking slightly from the electric shock but he was fine otherwise, he stormed over to Wong.

"Emiita" he growled. An invisible force gripped Wong and suspended him in the air.

"D-Do….y-your worst Villain…..I will not help you" Wong said defiantly.

"Oh you will help me…..and I intend to do my Worst" Baron Mordo said with an evil look in his eyes "MAKUN!"

"AHHHHHHHHHHHHHH" yelled Wong

* * *

**Next Day- Friday- Midtown High: 3:25 pm**

Peter Parker ever so slowly made his way out of the school; he heaved a heavy sigh and looked up to the sky.

"God please…."

**HONK! HONK! **

Peter looked down to see his Aunt in her car waiting for him; she honked the horn again and waved at him. He let out another sigh and began to walk down the steps towards his Aunt's car. Peter opened the door and he got into the car, his Aunt flashed him a smile.

"Oh don't look so gloomy dear"

"I wouldn't if I didn't have to go to psychiatrist"

"Well you are…..don't fret I hear she's great with teens" she replied stepping on the gas and driving away from the school.

* * *

**30 Minutes Later**

Aunt May and Peter arrived at a medium building that had a sign to the side that read: Dr. Karla Sofen Psychiatrist of the Mind, Body and Spirit. Peter looked at the sign and he shook his head, he carefully opened his door and he stepped out of the car.

"Come on Peter we're running tad bit late" she said closing her door, she walked around the front of the car and she headed for the steps. Peter let out a sigh and he followed behind his Aunt.

* * *

**Inside the building**

Stepping into the building the two found themselves in a nice looking Lobby, where there was a cute receptionist at the desk. Aunt May walked up to the girl and said a few words and the girl pointed to an elevator. Aunt May pointed to the Elevator and they both walked over and waited. The Elevator arrived and they stepped on and rode it up to the second floor.

* * *

**Second Floor**

The Elevator doors opened and the first thing that they saw was the waiting area, which was filled with a few rows of teens about Peter's age with their own parental escorts and other young adults sitting in chairs. The people in the area were patiently waiting for the door that read: Dr. Karla Sofen to open.

Aunt May let out a sigh and walked towards two empty seats for her and Peter, they sat down and began to wait.

* * *

**20 minutes Later**

**SLAM! **Went the sound of the door to Dr. Sofen's office being thrown open. A cute dark blonde haired girl around Peter's age in a white tank top and black pants came storming out of the office.

"I DON"T KNOW WHO YOU THINK YOU ARE LADY BUT YOU DON'T KNOW WHAT YOU'RE TALKING ABOUT AND YOU CAN GO TO HELL! AND MY NAME IS SALLY NOT PUMPKIN YOU BITCH!" the girl named Sally continued to yell while storming towards the Elevator. A plump woman jumped up from her seat and ran after the girl getting on the elevator.

"Hold on sweetie wait what happened" the woman asked as the doors closed.

"PETER PARKER!" a voice shouted out.

Peter heard his name being called and he looked at his Aunt.

"Great with Teens you say"

"Go on dear, you'll be fine" Aunt May said. Peter nodded his head and he stood up, he sucked in a deep breath and then held his head high and he ventured into the office closing the door behind him.

* * *

**Office**

Peter let out the breath he was holding and he made his way over to the blue leather couch and he sat down. Once he sat down he looked up at the woman in that was sitting in a chair reading one of the many gossip magazines.

Dr. Karla Sofen was a very attractive woman, she was about 5'11 with medium length light blonde hair, she had piercing blue eyes, and an even complexion. She was a woman that was in her mid to late twenties which was shocking because of her many, many accomplishments and accolades. Karla had an hourglass figure and she happily showed it off in a very tight pink dress shirt and an even tighter black skirt and black heels. Dr. Sofen leaned back in her seat and she let out a laugh before turning the page in her magazine.

She laughed to herself again while turning another page of her magazine. Karla Sofen was a strange case to anyone looking at her with a critical eye. She was in her late 20's but she had ascended the ranks of notoriety in such a short period of time that it was unheard of, but all of her accomplishments were legitimate at least it was to the untrained eye. Karla glanced up at Peter and she released a sigh, she was a really good psychiatrist when it came to understanding the human mind and all of its workings, but when it came to giving therapy to people, helping them through their grievances, and personal setbacks she was absolutely terrible and she knew it, as did her College Professor: **Dr. Faustus**. The enigmatic Dr. Faustus was her College psychology professor and he took quite a shine to her when she attended his class one semester. Karla strangely found herself drawn to him and she found that very curious especially since he wasn't the type of man she would fall for, but it wasn't until later that she found out that he had mastered the art of Hypnotism, the unique ability to bend a person's mind to his will, a technique he often used on her and several other young girls in his class. After realizing his deceit, she went to him and demanded that he teach her how to master this ability and Dr. Faustus agreed, mostly because she was one of only a select few to break his hold and discover his secret and her reward was him imparting all of his knowledge about the mind to her and she soaked up everything like a sponge. Karla mastered the art of Hypnotism quickly and she began to use it on a number of important people and it wasn't long before she _'graduated'_ College and started her own private practice and began_ 'curing'_ people of what plagued them. She released another sigh and then closed her magazine.

Peter sat there on the couch waiting for her to acknowledge him and just when he was about to say something she looked up at him with those piercing blue eyes and spoke.

"So you're Peter Parker" she said

"Uh…yeah I guess I am and you must be Dr. Karla Sofen"

"Of course I am" she replied crossing her legs "I glanced at your file and you are…..not very interesting. Painfully boring"

"Uh…..is that a compliment or an insult?" asked Peter with a raised eyebrow.

"Which do you think?" asked Karla putting a hand to her chin.

"I don't know that's kinda why I'm asking you" he replied in a matter of fact tone.

"I'm sensing that…you do not want to be here"

"Jinkies Velma…..you cracked the case"

"Hmmmm…interesting" she said turning in her chair slightly, she grabbed a file off of her desk and a pen. She opened the file and began to write something down.

"What are you writing?"

"Do you really want to know?"

"Kinda why I ask" Peter replied

"Well Petey"

"Peter" he corrected

"Whatever, I'm writing….. that you… are a smart ass" she replied with a sneer

"Smart ass huh…..Well I'm guessing that's not a compliment" he quipped

"No it isn't"

"Is that your technique Karla…telling it like it is?" asked Peter snapping his fingers mocking her.

"Only to those who are going to be a pain in the ass, and my name is Dr. Sofen"

"Is that the actual medical term: Pain in the Ass….and here I thought it was disgruntled?"

Dr. Sofen heaved a sigh and she looked at Peter with a curious eye. She had run across difficult patients before but none of them got under her skin, but in the extremely short amount of time Peter was in the office he was starting to get under hers.

'_This is why I hate dealing with teens'_ she thought to herself

"Okay then….Dr. Sofen….you were saying how boring I was or something" Peter started after a long silence had passed.

"I had a talk with your Aunt, a May Parker I believe and she was describing your behavior to me and my first thought was that wow…..how incredibly predictable, how utterly boring and uninteresting" she said looking at Peter, who had a look of complete confusion on his face.

"Exactly what did she tell you that was so boring?" asked Peter, he watched as Dr. Sofen shifted in her seat and glanced down at his file, he could feel himself getting annoyed at the woman before him.

"Petey dear I believe you know what she told me…you seem to stay out all night, get into fights, mouth off to her etc etc…. I've seen cases like this before are you having a hissy fit at your Aunt because she didn't get that computer you wanted for Christmas or because after a hard day at work she didn't feel like listening to your riveting school stories?" asked Dr. Sofen in a sarcastic tone while shaking her head and rolling her eyes. Peter sat there listening to her and he didn't know what to make of what she was saying.

"Okay first off I don't have hissy fits…and were you born in the 60s"

"Well then Petey tell me what seems to be your problem is it the usual school yard drama stuff….girlfriend problems"

"My name is Peter and…..no it's not girlfriend problems" he answered folding his arms across his chest. Peter did not like the woman before him, at first he didn't like her because she was his psychiatrist but now it wasn't even about that, now he just plain didn't like her as a person, her personality and just her overall aura and since he made his decision about her he wasn't going to answer any of her questions.

"Boyfriend Problems"

"No!" he answered quickly

"Puberty"

"No"

"Are you being bullied?"

"Nope"

"Drugs"

"No"

"Well then I guess we've covered the basics and since it's none of those I guess all that lets left is… you're an asshole" she said.

"Are you sure that you're a psychiatrist, because so far you're terrible, absolutely terrible. You're not very nice or understanding nor are you attempting to be friendly and get to know me and what not" Peter asked her with narrowed eyes.

"Don't believe everything you see on TV, I'm not being paid to hold your hand I'm being paid to fix you and boy are you broken, it's far worse than what you're Aunt told me over the phone" Dr. Sofen replied

"There's nothing wrong with me" he snapped at her

"Petey I can see right through you and there is something wrong with you. Oh and to answer your question yes I am a psychiatrist….a damn good one or haven't you seen my plaques on the wall, the numerous books I've written and TV appearances" she replied. Peter looked up on her walls and he saw some plaques with her name on them and then he looked at her and the smug smile on her face. He could feel his blood boiling in anger at her and her whole aura of superiority.

"Yeah I see them but I'm beginning to think you made those plaques yourself, from what I hear it's pretty easy. I mean if I wanted one all I would need is about 20 bucks and then I could have my very own…psychiatrist of the year award, make myself feel all warm and fuzzy inside. Also I've only seen you on one talk show if you were anyone important you probably would've been on Oprah by now and as for you so called books….well I mean people need something to read when they're on the toilet right" he

Karla narrowed her eyes and scrunched her face up in slight anger at how Peter was criticizing her prestigious awards and accolades. She balled up her fist crumpling up his file in her hand. If it's one thing she hated it was criticism, she couldn't take criticism from anyone because she was used to people were always complimenting her, so when some said something negative about her or her accomplishments…she tended to overreact. She looked down at the rumpled file in her fingers and something caught her eyes and she focused on it for a second and then she looked up at Peter and she put a smile on her lips.

'_Hmph…..you want criticism….fine I'll give you some criticism. Little punk'_ she thought to herself. She rose from her chair and she slowly walked over and sat down next to him on the couch, she put the file down and then she looked at him.

'_Why do I suddenly feel like a dear in headlights'_ thought Peter seeing the smile on her face.

"You know something Petey I think we got off on the wrong foot" she said innocently.

"You're probably right about that and it's Peter" he replied looking at her strangely.

"So let's get back on track shall we, we're here to talk about you and your behavior. Why you've been….so hard on your poor hardworking Aunt and after talking to you, I think I may know why. Why you've been acting so strangely"

"Do you now" Peter replied looking at her in non-belief.

"Uh-huh…..I had a very long discussion with your Aunt about you" she started before opening his file and looking at it again and then looking back at him.

"Really"

"Oh Yes, and in our discussion she mentioned a lot of thing about you, personality and how you used to be as opposed to recent behavior, but before I get into the now I want to get into something else. During the discussion she happened to say something about her late husband, Ben Parker, she told me you and he were very close, all the way up to his…tragic death which you witnessed right"

"…...yeah so" he replied swallowing a slight lump in his throat at the mention of his Uncle's death.

"Well I was just trying to imagine how that must have been for you. So young…so utterly and…pathetically helpless"

"…" he didn't say anything, but he did turn his gaze away from her and she could only smirk at how she was starting to get to him.

"Tell me something did you do anything to help your Uncle"

"What" he responded turning back to her

"Simply question Petey, Did you do anything to help your Uncle or did you just stand there…and do nothing"

"…" he didn't answer again, he refused to say anything to the woman that was sitting next to him.

Dr. Sofen slid a little bit closer to him.

"You're silence tells me everything I need to know. But its okay that you didn't do anything for him right, I mean you were how old when it happened"

"…."

"Well, however old you were you weren't old enough to….I don't know, yell out for help or something like that I could see that as the reason why you didn't do anything you were too young right. But even though you were young… I mean are you absolutely sure there was nothing you could do to help, are you absolutely sure that there was nothing in your power that you could do. I mean because if there was something you could do and you didn't do it….that be like….. you actually wanting for you Uncle to die. Is that it Petey….did you want your Uncle to die" she whispered to him.

"…." Peter said nothing but he was slowly beginning to ball up his fist.

"I mean just standing there or hiding or whatever you were doing just….just watching…were you crying to…you look like the type….you look like crier"

"Shut up"

"You must be an evil little bastard to want you Uncle dead….don't you feel any guilt fo…." she started before being interrupted.

"SHUT UP!" Peter yelled at her, but his yelling only made her smirk grow into a smile.

"Did I hit a nerve Petey?" She said in a laughing slightly "Hey….would you like to know why you truly didn't help your Uncle that night…. The reason is because there are two types of people in the world …..Fighters, i.e. people like me, who have great success at an early age and get everything else that they ask for because they demand it and make it so. Then…there are people like you…Cowards." she whispered while putting her chin on his shoulder.

Peter jerked away from her and he looked at her with narrowed eyes.

"You don't know what the hell you're talking about"

"I don't, HAHAHA Petey Whose the Psychiatrist here I know exactly what I'm talking about."

Peter shook his head and turned his gaze away from her.

"Still not convinced okay then, from what your Aunt tells me you supposedly like science right well all science is based on research and there is much research on the topic of how we act early on in our life from infancy to adolescents, depicts how we act later on in our life i.e. Teens to Adulthood"

"Are you sure any of that research is valid…people change, people get older and mature"

"True… people do get older but they don't change, they just become better liars. Case in Point, when a person is aware of their shortcomings such as being a coward or afraid what do they do…..they try everything in their power to prove otherwise…they get into fights, they hurt the ones that they love, they mouth off, or crack jokes to amp up the bravado to hide how much of a coward they truly are and usually this particular trait begins to manifest itself in the early to late teens and from the teens it begins to fester into a severe disorder that leads into Adulthood and it's even worse in those that try to repress their memories of tragic events. It's extremely funny how the mind works wouldn't you say" she said with a smile on her face.

Peter sat there on the couch processing everything that she was saying and it only took him a few seconds to come up with one conclusion. He stood up from the couch and he made his way towards her office door.

"Do you want to know what I say to your steaming pile of crap…..?"

* * *

**Outside Dr. Sofen's Office**

Aunt May was sitting patiently in one of the chairs in the waiting room, she was waiting for Peter to come out of the office. He had been in there for about 20 minutes or so, she had only scheduled him for a 30 minute appointment and his time was almost up.

**SLAM!** Aunt May looked up to see the door to Dr. Sofen's office open.

"I SAY YOU DON"T KNOW WHAT THE HELL YOU'RE TALKING ABOUT! YOU"RE A COMPLETE PSYCHO AND YOU CAN GO TO HELL!" shouted Peter storming out of the office and towards the elevator.

"AND MY NAME IS PETER!" he threw over his shoulder. Aunt May jumped from her seat and she hurried after her Nephew.

"Peter wait….what happened"

* * *

**Later that Night- 9:00 pm **

Dr. Karla Sofen opened the door to her expensive and very spacious apartment; she stepped inside closing the door behind her and let out a long sigh.

"What a day" she said to herself dropping her purse to the ground as well as her jacket. Karla made her way over to her kitchen cabinet, once there she opened it and pulled out a big bottle of wine of a single glass. She popped the bottle and poured herself a big glass and chugged the whole glass, and after that she poured another glass of wine and then left the kitchen.

Karla headed towards her answering machine and she pressed play.

**BEEP!**

"_Karla…..Karla this is Simon Williams. Hi, I had a great time the other night and I'm pretty sure you did as well so I was….." _

**BEEP!** "_Message deleted"_

"Not that great" she said to herself heading towards her recliner chair, but right before she sat down she felt a shiver go down her spine. There was a sudden gust of wind but she looked up to see that her window was closed.

"Hello Karla" came a male voice that she instantly recognized, she dropped her wine and it spilled all over of her white carpet. She turned around to see a man that she thought she would never see again.

"Baron Mordo" she whispered before taking a step back away from the green clad dark Sorcerer.

"Hello my dear it's been a few years, you are looking rather well" he said to her.

"W-What are you d-doing here?" she stuttered.

"It's time to collect what you promised my master…your soul" he said seriously his eyes boring into hers.

"D-Dorumma…."

"Dormammu" He corrected taking a step forward.

"Right…Dormammu doesn't want my soul…..my soul is…is tainted..."

"I know…which makes it ideal"

"I'm using my soul"

"There in lies the problem my dear you can't use what you don't own. You swore your soul to Dormammu in exchange for…."

"Freeing me from prison, yes I remember but the deal also was for me to enjoy a long life of beauty and success…it's only been 12 years….28 years old isn't a long life"

"Long enough my dear"

"Wait Wait….j-just hold on, hold on….I'm sure….I'm sure Baron there is something else we could work out" she started before looking at him seductively, she quickly straightened up and threw herself into his chest and kissed him on the lips "I'm sure there's something that I could….." she started before Mordo smirked and pushed her away.

"My dear if I wanted your body I would've taken it years ago and besides I'm beyond such things. I only crave power and I'll have more than enough through my Master Dormammu but for him to get here….he's needs your soul" Baron replied.

Karla took a few shaky steps back until she tripped and fell into her recliner.

"Wait does he need my soul in particular or…..or just a soul in general?" she asked.

"Are you attempting to bargain?"

"Trade" she corrected looking at him with hopeful eyes. Baron Mordo stared down at her and he raised an eyebrow.

"You want to trade"

"Yes, if you need a soul for whatever it is Dormammu wants it for I can get you a soul" she said quickly. Mordo put his hand to his chin in a thoughtful manner, technically he didn't need her soul just a soul in general. He had already collected a few from the other acolytes in Dormammu's debt but Karla was the first one to ever broker an exchange.

Karla looked a Mordo and she could see that he was thinking it over; she swallowed the lump in her throat hoping to God that he would take the deal because she didn't want him to take her soul.

'Maybe I need to sweeten the deal' she thought to herself nervously.

"What if I could give you 50 souls?" she offered.

"50 souls….that's a bold claim…how would you go about acquiring these souls" Mordo asked curiously.

"My practice…I'm a psychiatrist….I see anywhere from 30 to 50 people a week, I'm sure with some….subtle coaching from my part I could win them over to your cause"

"I fear that might take some time…..This is a urgent emergency"

"Will you agree to the trade though" She asked hope evident in her voice.

Mordo looked at her and a smirk graced his lips.

"Fine…..I'll agree to your trade 60 souls in the place of yours"

"Wait I said 50"

"But I need 60" he replied looking at her.

"Fine…I'll get you your sixty souls….but I want something in return"

"HA! You truly are one of a kind Karla. You're making a demand despite the fact you are powerless in this situation. I'm allowing you to keep your soul that should be enough for you"

"The deal was that I get to keep my soul in exchange for giving you 50 souls but you upped the amount so I need extra"

"HAHAHA what did you have in mind?"

"I want power"

"Don't we all" Mordo stated "What type of power do you seek?"

"I want strength….I want to be able to fly and I want…" but she didn't get a chance to finish because Mordo held up his hand.

"Fine, I shall grant you your power but only after the deal is complete"

"That's fine, so we're in an agreement then"

"We are"

"Good" she replied releasing a breath "Okay since you don't want me to go the subtle rout in convince people to follow Dormammu…..what else did you have in mind?" she asked leaning back in her chair.

Mordo waved his hand and a chair appeared out of thin air and in front of Karla, Mordo stepped to the chair and he sat down so he was facing her.

"This is what we're going to do" he stated, putting his hands together.

* * *

**In the air**

Spider-man was swinging through the air and a leisurely pace, it was cold out so the wind was whipping slightly against him as he moved through the air, but strangely he didn't shiver from the cold nor did he mind it. He was just swinging without a care in the world. Spider-man swung around a corner and just as he was about to shoot a web his right hand his web shooter jammed, he tried to shoot another one with his left and that one jammed as well.

"CRAP!" he shouted as he plummeted to the ground below.

* * *

"Oomph" he grunted as he hit the pavement but other the sense of being dizzy he didn't feel any pain, just the cold hard concrete, "Why didn't my spider sense warn me of…"

"STUPID OLD!...TRYING TO BE A HERO! HUH!"

Spider-man turned his head to the left to see three guys mercilessly beating what looked like an older man. His eyes then traveled to the right where he could see a familiar looking person peeking around the corner watching the whole scene and that's when he realized where he was and immediately his blood ran cold.

Spider-man flipped to his feet and he took a step forward but the ground beneath him turned into quick sand and he began to sink into the ground until only his head was sticking out of the ground forcing him to look in the direction of the thugs.

"ERGH!" he grunted trying to break free but he couldn't.

"PETER HELP ME!" his Uncle shouted out.

"ERGH!" Spider-man struggled even more.

"Why don't you help him" came a voice from what seemed like everywhere "I'll tell you why because you want him to die"

"NOOO!" he shouted.

"**HAHAHAHAHAHAH!" **came an evil laugh. Spider-man turned his eyes to the right to see his younger self looking directly at him. The younger Peter Parker slowly and creepily walked over to him with his head down. The young Peter leaned down and then looked at Spider-man with evil blood filled eyes.

"WE WANT HIM TO DIE!"

**POW! POW!**

"NOOOOOOOOOOOOOOOOOOOO"

* * *

**Reality- Parker Household- Attic **

"GAHHHHH!" Peter shouted jumping up from the dream. He looked around in confusion trying to process where he was and once he saw he was in his attic he began to calm down. He leaned back in his seat breathing hard trying to stop his rapidly beating heart, he was still in his Spider-man costume but he had his mask off.

"Sonava Bitch" he whispered running a hand through his brown hair. He heaved a huge sigh and leaned forward on the desk.

"That lady doesn't know what she's talking about…..there wasn't anything I could do….was there?" he silently asked himself. The words of Dr. Sofen had been bothering him all day every since he stepped out of the office. He remembered being so angry at that arrogant self-absorbed know it all woman. He didn't even speak to Aunt May the whole way home, as soon as he got home he changed into his costume and he headed out looking for something to take his frustration out on, but once again his parker luck proved true because there was no sign of any crime. He swung around the whole city and there was not one cry for help or anything of the sort…it was nice and quiet which gave him more than enough time to think….and the only thing he could think about was what she said about him, replaying the events of that night over and over again.

Peter rubbed his eyes for what seemed like the millionth time.

"To hell with her" he said with finality, he then hit the space bar on his keyboard and his computer screen came to life. Since Peter couldn't find any sign of any trouble he decided to call it an early night and head home early, but when he got home he remembered that he was supposed to be researching that list he went over with Detective Watanabe and trying to figure out the case of the metal bird feathers that killed Anthony and Jared. So far his research hasn't turned up anything.

"Well…..it's not like I'll be getting any sleep tonight….might as well keep researching" he said to himself scooting closer to the keyboard and beginning to type.

* * *

**Two Days Later: Sunday: 7:00 am**

Aunt May let out a yarn as she rose from her bed, she glanced at her clock and at the time and she sighed to herself. Today was her off day but she still had a list of things she needed to do around the house and she figured the earlier she got to them the quicker they would be done. Swinging her legs over the side she got out of the bed and headed for her door, but she stopped in her tracks when she heard the bathroom door close meaning that Peter was inside. Hearing him up and about before 12 on the weekend made her spirit rise just slightly because after his therapy session he was visibly upset but he wouldn't tell her why, but she was hoping that today he might be better.

'_Ben….I don't know what to do with him…..I need some….'_ She started to think before her phone began to ring.

May went to the phone and she grabbed it and answered it.

"Hello"

"Mrs. Parker, Good Morning this is Dr. Sofen"

"Hi Dr. Sofen"

"Listen I was just calling to see if you would be willing to bring Peter into my office today"

"Well Dr. Sofen….uh I don't think that would be a good idea…"

"Your Nephew is Angry isn't he" she stated knowingly

"Yes he is and…"

"Mrs. Parker that is normal, often time when people go to therapy the first meeting usual ends in anger because they are being confronted with there problems but I can assure you that now we have found the problem the process of healing…..can begin"

"I'm not so….."

"Mrs. Parker listen to me…..listen to me…..lis-ten….to….me" Karla said in a deliberately slow and low husky voice. May listen to her and for a strange reason she found herself focused on every single word she was saying. May was frozen in her spot waiting for Karla to say something.

"Are you focused on the sound of my voice Mrs. Parker?" asked Karla

"Yes I am" May said in a monotone like voice.

"Good, now here's what you're going to do, you going to take Peter for a drive where you'll end up at my office and you're going to bring him in. Do not tell him where he's going, if he ask simply tell him….

* * *

**15 Minutes Later**

"We're going for a nice Sunday drive relax" Aunt May said to Peter.

"Since when do we take Sunday drives?" asked Peter looking at his Aunt quizzically, but she didn't answer him, she simply kept staring at the road driving quietly. A few minutes ago she knocked on his door and told him to get dress, he tried to ask her where they were going but she quickly went back into her room and got dress. Peter was going to protest but he didn't feel like arguing, so he didn't he simply heaved another sigh and leaned back in his seat. As he relax he felt his eye lids begin to droop and he fell asleep, he was exhausted because just like the night before he had another nightmare about his Uncle, so if this was a nice Sunday drive he going to try to catch up on some much needed sleep.

* * *

**10 minutes Later: Outside Dr. Sofen's Office **

**SLAM! **

Peter jumped up at the sound of the car door slamming closed, he looked around in confusion to see where they had stopped and his eyes widen in shock as they focused on the familiar looking building of Dr. Sofen's office.

"What the hell" he said to himself quickly getting out of the car, "Aunt May" he shouted, but she was already making her way towards the building.

"We're going to be late Peter hurry up" she said over her shoulder.

"I'M NOT GOING BACK IN THERE I REFUSE!" he shouted back, but his shouts fell upon deaf ears as she kept walking. Peter growled to himself and walked after her but he came to stop when she entered the building.

"Aunt May….I really don't want to be here" he said in a frustrated tone while putting a hand over his face and rubbing his eyes.

"That makes two of us" came a voice.

Peter turned to the right to see a girl his age maybe a year older sitting on a bench smoking a cigarette. Peter raised an eyebrow at her. She had long dark brown hair, a light complexion with brown eyes, and black lipstick on her mouth. The girl had a slim build and was wearing a pink and white striped shirt, with a medium length brown skirt and black boots.

Peter looked at her for second before turning away and looked through the glass door to see Aunt May walking down the hall and turning to the left.

"You're parents forcing you to come here too?" she asked standing up and taking another drag of her cigarette.

"Yeah" Peter answered

"God I hate that Bitch in there" the girl stated with venom blowing out the smoke out of her nose, Peter waved his hand trying to fan away the smoke.

"I know how you feel" Peter replied "She's crazy….

"And she doesn't know what the hell she's talking about…do you know what she told me…she said that I have a classic eating disorder and I should thinking about liposuction" the smoking girl snapped "That Bitch…basically called me fat" she continued taking another drag.

"Yeah, she doesn't know what she's talking about you're not fat…you're uh…smoking" Peter replied turning to the door again seeing if his Aunt would realize he wasn't beside her but so far he didn't see her.

"Thanks" she replied to his comment smiling slightly, she dropped her cigarette to the ground and then stepped on it "So what's you're name"

"Peter Parker" he replied turning back to her.

"I'm Lana Baumgartner"

"Wow try saying that 5 times fast"

Lana smirked at his joke.

"MOM! DAD! COME ON I DON"T WANT TO SEE THAT BITCH!"

Peter and Lana turned to see a teen about their age standing in front of his parents protesting about coming into the building, but his Parents did hear him they kept walking and towards the doors. Peter and Lana moved out of the way and let the two adults through but as they made their way through Peter glanced at their eyes.

'They aren't blinking' he thought to himself and that's when he felt a low level nudge from his spider sense and it was coming from the building.

"What the hell is going on" he said to himself.

"I'll tell you what's going on….we're about to me the devil" said the teen as he entered the building behind his parents.

Lana let out a sigh and caught the door behind him and then turned to Peter.

"You coming"

"Yeah" he replied following her inside.

* * *

**Sanctum Sanctorum**

Baron Mordo was floating in the air, he had his eyes closed and his lips were moving at a rapid pace. Behind him on the ground was Wong, he was held bound and gag by mystical energy, Wong was sporting some lacerations and bruises but despite that he was secretly moving and writhing in his bonds trying to get free so he could stop Mordo from releasing Dormammu.

Wong looked over and he saw the motionless body of Doctor Strange, he then looked up to see Mordo wasn't paying him any attention so he began to scoot over to his master's body.

* * *

**Inside Dr. Sofen's Building **

Peter and Lana walked side by side into the building. They were following the parents of the teen in front of them.

"Hey…don't you go to my school?" asked Lana to the teen in front of them.

"Yeah I do and I sit right next to you in English" he replied over his shoulder

"…..Jason Ionello" she replied after a long minute.

"And you know my name how thoughtful of you" Jason replied angrily.

Lana took the hint and stopped talking to him; she turned her gaze to Peter who had a strange look on his face.

"Hey you okay?" she asked

Peter didn't respond because the slight nudge from his spider sense was beginning to grow in more urgency. It wasn't blaring but it was alerting to him…..to something.

Jason's parents turned another corner and entered through a set of double doors that led into a larger room where there were more teens their age and more parents that seemed to have the same non-blinking expression on their faces.

"Well…..this isn't strange" Peter said to himself

"You said it….what the f*&^ is going on" Lana said as well.

**SLAM!** Peter, Lana, and Jason turned when they heard the double doors behind them close. Peter tried to push them open but they wouldn't budge.

'_Okay….now I know something is going on…..Aunt May'_ he thought turning back to the crowd of Parents and teens.

Suddenly there was feedback from a microphone, Peter and the other teens looked around as he heard Dr. Sofen's voice fill the room.

"Listen very….very close. Listen to the sound of my voice as it infiltrates your mind" she started in a low alluring voice "My voice is the only thing you are concentrating on, nothing else but my voice…now close your eyes"

Everyone in the room closed their eyes, even Peter. A door on the other side of the room opened and Karla Sofen stepped out with a microphone in her hands. She smiled to herself as she looked at everyone in the room had their eyes closed.

"Good….keep your eyes closed and take deep yet evened breaths" she said. While looking them over she began to count to see how many were gathered.

'_40…..good and with the others from yesterday that brings my total to….62….more than enough'_ she smiled to herself. She reached into her jacket pocket and she pulled out a slip of paper.

"Good, now…..all of you say what I say. UMMAMORD EKAT YM LUOS"

"UMMAMORD EKAT YM LUOS" Everyone repeated.

"Good now keep repeating it" she said taking a step back and watching all of them.

"UMMAMORD EKAT YM LUOS…UMMAMORD EKAT YM LUOS…." They chanted, everyone that was under Karla's hypnotic spell chanted the words over and over and over again.

* * *

**Outside**

As the chanting continued dark and ominous clouds started to form over the building, the wind began to pick up slightly and blow strong.

* * *

**Sanctum Santorum **

Baron Mordo's lips moved faster as he chant his own spell over and over again, he could hear the chanting from the people gathered at Karla's office. An odd looking urn that was on the ground suddenly began to glow a sky blue color and levitate off of the ground. The urn floated up towards Baron Mordo and came to stop in front of him. The urn opened and circular wailing ethereal blue and circular screaming blackish purple spirits poured out of the urn at a rapid pace and begun to swirl around the chanting Baron Mordo.

"SPIRITS OF THE DAMNED COMBINED WITH SPIRITS OF THE LIGHT I COMMAND YOU TO OPEN THE PORTAL!" he shouted. Dark mystical energy flailed everywhere.

* * *

**Karla's Office **

'_SPIDER SENSE!"_ thought Peter urgently.

"AHHHH!" he shouted as his spider sense painfully blared to life in his head and the painful sensation broke him from Karla's trance. He looked around in confusion trying to figure out what was going on and that's when he locked eyes with a shock Karla Sofen but it was too late. The whole room began to shake and dark purplish energy began to whip around and appear from what seemed like no where.

Peter looked up at the flailing energy and he figured that's what his spider sense was alerting him too. The dark purple energy turned into tendrils of dark energy and the tendrils shot out and buried itself deep into the chest of everyone gathered. Peter attempted to dodge but he couldn't, a tendril of dark energy struck him in the chest.

"ARGH!" he grunted in pain, he looked down and to his surprise there wasn't a puncture wound and there wasn't any blood, "UHHHHAHHHHHHHHHHHHH!" he screamed in pain as the tendril began to pull. Peter gritted his teeth as he felt the tendril of energy trying to yank something out of his chest; he shakily looked down to see an ethereal blue light emerging from his chest.

Peter's eyes widen in horror as the blue light for a second look at him with a pained expression.

"AHHHHHH!" he shouted as the tendril yanked hard and pulled a circular blue ball of light from his chest.

The same was happening to everyone in the room, the tendril of dark energy was ripping their souls from their bodies.

Peter dropped to his knees, he reached out for his soul which was reaching back for him but it was useless. The dark energy soon began to disappear with the souls in tow and as a result everyone in the room fell to the ground lifeless, Peter hit the ground and just like everyone else, his once life filled eyes became dull, listless and gray.

* * *

**Sanctum Sanctorum **

Wong eyed Baron Mordo from out of the corner of his eyes, he saw the screaming spirits of the damn begin to link together and form into a rather large vertical oblong shape. The blue ethereal souls flew towards the center of the oblong shape and filled the opening. They combined together and a small tear began to form.

Wong struggled even more towards his master body once he saw the tear; he knew it was only a matter of time before the portal opened fully.

'_Must….reach…finally'_ he thought. Wong rolled towards Doctor Strange's seemingly lifeless body. Wong rose up and managed to roll his body onto Doctor Strange orange cloak. The orange cloak was in fact a powerful mystical artifact known as: The Cloak of Levitation, the piece of clothing possessed many abilities such as levitation allowing it's user to fly but it also had the power to repel dark magic such as the bonds that adorned Wong's body. He fell down upon the cloak and once the good magic of the cloak touched the dark magic of his bonds the reaction was instant. The good magic repelled the dark and freed him. Wong let out a pained sigh of relief, as each second passed he could feel the bonds growing tighter so when released he felt a sudden rush.

"AHHHHHHHHHH" came a loud screaming noise. Wong and Baron Mordo turned towards the busted circular window on second floor of the mansion and they both saw more wailing ethereal blue souls coming through the busted glass.

"No" whispered Wong. He looked down at Doctor Strange's body and he eyed the Eye of Agamotto, thinking quickly he grabbed it and then he looked at it. The eye was closed but that wouldn't stop Wong. He closed his eyes and he said an incantation, he opened them and the Eye remained closed.

"Damn it" he whispered looking up, the souls drifted towards the opening and the tear began opening a little bit more. He growled to himself and looked down at the eye "Listen to me…..our realm is in danger and at the moment I'm the only one that can do anything about but I'm not powerful enough…..my spells are not powerful enough I need help….I need to become the sorcerer supreme but to do that I need help….help me…..please"

* * *

**Dark Dimension **

Drifting along the nothingness was the spirit of the Eye of Agamotto, once it closed the portal it was trapped in the dark dimension as well.

"HELP ME!" a voice rang out, "Please" the voice continued.

The eye opened and it turned to the cry for help.

"COME DAMN YOU!"

The eye turn into light and it flew away.

* * *

**Sanctum Sanctorum**

Wong growled at the closed eye and dropped it to the ground. He shakily stood to his feet and he stared up at the Portal that was almost fully opened, he held up his hands and was getting ready to make his last stand against Mordo when a brilliant flash of white light emerged from the portal. The sudden flash of light threw off Mordo's concentration and it stopped his chanting causing the portal to halt in its expansion. The white light flew around the room until it hit the dropped eye of Agamotto. They eye glowed and then it opened and rose in the air. Wong and Baron Mordo looked at the powerful artifact with wide eyes; it flew forward a few inches until it hit Wong making him glow white.

"NO!" shouted Mordo as he saw Wong glow white and the portal stop expanding. The souls that weren't being used to open the portal flew around the Sanctum until they landed on ground.

Mordo held up his hands and fired a mystical blast at the glowing Wong but it was blocked and a flash of white illuminated the room. Mordo lowered his hands and his eyes widen. There levitating in the air in front of him was Wong only he had on a black form fitting costume with a red sash around his waist, and Doctor Strange's orange Cloak of Levitation around his shoulders and keeping the cloak in place was the Eye.

"Behold I am the New Sorcerer Supreme" said Wong.

"No you aren't boy….you're just an even bigger annoyance" said Mordo throwing up his hands and firing a mystical blast of energy. Wong held up his hands and he fired his own beam of good magic and the two collided in a brilliant display of power.

Mordo gritted his teeth and poured more energy into his attack but since Wong had the eye it was proving to be more difficult than he would care to admit.

"DIE!" shouted Mordo

"NO….BE GONE VILLAIN!" Wong yelled back, his beam of good magic began to overpower Mordo and finally with a small exertion Wong's beam pushed through Mordo's attack and hit him full force.

"AHHHHHH!" Mordo shouted in pain before fading away.

Wong lowered his hands and he fell to the ground breathing heavily.

"Uhhhh…." Came a groan of pain. Wong lifted his head and he turned to the right. He saw one of the ethereal blue soul lift up and float in the air, "Where….Where am I"

Wong scrunched up his eyes in confusion as the blue ball of light shakily floated around trying to find out where it was, the ball of light turned to him and he assumed that it was looking at him.

"W-Who….A-re…you….Why can't I feel my legs" asked Peter looking down and around, "I DON"T HAVE ANY LEGS! WHAT THE F*&* IS GOING ON!" he shouted out loud.

"Do…not….Do not panic" came Wong's out of breath voice.

"DON"T PANIC! DON'T PANIC! EASY FOR YOU TO SAY YOU HAVE YOUR BODY I DON'T…Okay….Okay…Peter get a grip….you're dreaming, you're dreaming….now wake up"

Wong watched the float blue spirit that was Peter Parker float back and forth trying to wake himself up but it didn't happen.

"OH NO! AUNT MAY! HEY YOU! WHAT THE HELL IS GOING ON!" shouted Peter.

"The End of the World" Wong replied.

* * *

**On the Road**

Dr. Karla Sofen stepped on the gas of her car speeding down the road that would lead her out of town. She looked at her watch and she could feel panic rising within her chest...slightly. She was desperately trying to get out of the city before anyone went to her private practice, because it would be extremely hard to explain 62 lifeless bodies in the building. So she packed what she could the night before and withdrew some money from her account and got the heck out of dodge. Karla figured if she could create herself an alibi by being out of town at the time the time she could manipulate her way out of the situation. One of her favorite Spa's was in a little out of the way city in New Jersey so that's where she was heading and once she got there it would be a matter of hypnotizing a few of the employees and once again she would be scott free.

Karla smirked to herself as she turned off the turnpike and headed for Warren, New Jersey.

* * *

**Sanctum Sanctorum **

"Well….I guess it is the end of the world….again" said Peter. Wong had just finished giving him the quick and dirty version of the events that were happening.

"What do you mean again?" asked Wong finally rising to his feet.

"Nothing. Just close the portal"

"I can't" Wong replied shakily walking over to the portal that was still slightly open, he peered into the hellish realm and he put a serious look on his face.

"Why"

"Because Doctor Strange is still in there…the true Sorcerer Supreme only he can end this mess"

"I thought you said the eye….." started Peter.

"The Eye is a chaotic force only those with the proper training can wield it to its full potential….I'm not yet trained in controlling it…it is taking all of my willpower to keep it in check" Wong replied

"So what do we do?"

"We do nothing….I must enter the portal and find my Master, but at the same time keep Mordo at bay and I only have a short amount of time….now that I have the Eye I can sense how powerful Dormammu is growing….and the more time these souls spend outside of the body the greater the chance that it will be permanent.

"You mean I'll….."

"Die….yes"

Peter turned around and looked at the other souls on the ground of the Mansion, he couldn't tell which was his Aunt's but it didn't matter he knew she was there as was the souls of the people at Karla's office. He turned back to the portal and to Wong.

"I can help"

"What…no you can not, maybe I could contact the Avengers or…"

"No, it'll take too long for them to get here, trust me…"

"How are you able to retain conscious thought while you are in this non-corporeal form?" asked Wong

"I-I don't know….the last thing I remember was I was doing some type of chanting but then I stop and that when this…this thing came out of nowhere and stole my soul….but look the how I'm talking isn't important…..just know I can help you"

"Who are you?"

"Would you believe me if I told you I was Spider-Man"

Wong's eyes rose slightly as he stared at the soul in front of him.

"Last I heard…you were a menace"

"And Last I heard magic doesn't exist" Peter countered, "So the point is don't believe everything you hear, now Wong, you have a decision to make…and remember the clock is ticking"

Wong looked at the portal and then back at spirit next to him.

"Alright, I accept your help"

"Good, so what's the plan?"

"I'm going to stay here and keep Mordo from expanding the Portal and allowing Dormammu accessing this Dimension"

"Meanwhile I'll go in and find Doctor Strange" Peter finished, "Will I be able to find him like this"

"No…you'll stick out like a sore thumb, through that portal you'll be facing pure evil"

"I need my body back"

"No time…but I think I might be able to…" Started Wong before closing his eyes, he mumbled a quick incantation and he touched Peter's soul.

"ARGH!" Peter grunted. The floating blue ball of light that was his soul began to shift and transform. His soul expanded until he formed into glowing blue form of his body but he was in his Spider-man costume.

"I guess you weren't lying" said Wong with a smirk looking at him

"What did you do?"

"A spell to reveal you're true self"

"Nice" Spider-man replied

"Yes but remember you are still outside of your body you have only a short time before you revert back and your time is running low for you to get back into your body along with everyone else"

"No Pressure"

"When you find Doctor Strange give him this…he'll need it" Said Wong handing Spider-man the Eye of Agamotto

"Don't you need it?"

"NO I've absorbed enough knowledge to repeal Mordo for a short time…but again"

"Hurry….right, got it"

"The Eye will also lead you to the Good Magic of Doctor Strange"

**RUMBLE! RUMBLE! RUMBLE!** The whole mansion began to violent shake and rumble.

"Oh No…it's Mordo….SPIDER-MAN GO!" he shouted.

"Gone" Spider-man said before jumping through the portal.

Wong turned his eyes to one side of the Mansion only to see it be blown open, he didn't shield his eyes this time he stood strong and faced the visibly angry Baron Mordo.

"You will regret crossing me Apprentice"

"And you will regret embracing the Dark Arts Mordo"

"RAHHHHHH!" The two shouted charging at each other with good and dark magic flashing all around.

* * *

**Dark Dimension**

'_Maybe I should have stayed and fought the other guy'_ thought Spider-man standing on the large chunk of land and looking around the hellish realm of the Dark Dimension. He looked to the red sky and he could demonic creatures flying in all direction growling and snapping at each other, he saw ghouls and goblins fighting and biting each other on other floating pieces of land like the one he was standing on.

The Eye of Agamotto in his hand suddenly started to shake; Spider-man looked down to see the eye fly from his hand and off.

"I guess that's my cue" he said to himself. He took a running start and he jumped off and shot a web swinging from land mass to land mass after the Eye of Agamotto.

* * *

Spider-man landed on a small piece of floating land and he eyed the massive medieval themed gray stoned castle before him. It was about the size of Manhattan two times over and it was floating on it's own in the middle of the red nothingness. He turned his head and he could see a small skinny stone walkway that lead into the front of the massive castle and he could see the ugly ghouls and Goblins that he had been passing making their way into the castle.

The Eye of Agamotto flew upwards towards a tall tower that was in the center of the Castle. Spider-man shot a web and swung towards the castle and he stuck to the side and started to scale the stones after the powerful artifact.

Spider-man was almost to the top when he got a powerful buzz from his spider sense, but it was too quick for him to maneuver out of the way. A three fingered clawed hand burst through the side of the wall he was clinging to and grabbed him and yanked him inside and threw him across the stone ground.

"Ow" he said turning over and eyeing the monster that grabbed him.

"INTRUDER!" growled large purple looking demon that resembled a dog. The beast jumped in the air and was about to come down upon the wall-crawler but Spider-man sprung out of the way.

**SMASH! **Went the sound of the monster's hand hit in the stone floor.

Spider-man recovered and fired several web balls at the demon, it struck him in the face but it did little to actually stop the monster from charging at him again.

"Uh OH" he said jumping out of the way of the demon's fist. Spider-man jumped to the side again and he found himself standing in front of a locked gate, he turned to the gate and he looked inside because he felt a shiver run up spine. He gazes into the darkened cell but all he could see was darkness.

_'Spider sense'_ he thought urgently he turned back to the charging monster and waited and just as it got near he hopped up and over the Demon causing him to charge into the gate with extreme force and denting and then ultimately breaking the lock over the gate.

Spider-Man landed a few feet away.

"I'm wasting too much time with fido over here…..how am I" he started before his spider sense bombarded him with mind numbing pain again.

"ARGHHH!" he shouted grabbing his head. His eyes danced around until they landed on the gate that was swinging open. The beast stopped in its tracks and it turned to the open gate.

A red hand shot out of the black cave and went through the chest of the beast.

**ROAR!** The beast shouted in pain before being yanked into the cell.

Spider-man heard the sounds of bones crunching and then a swallowing sound. Not wanting to find out what was inside the cell Spider-man shakily started to make his way towards the hole that was created when the monster grabbed him. Just as he reached the hole he felt a hand grab him by the neck and begin to choke him.

"GAH!" Spider-man gasped out from the strong grip.

The hand turned him around so he was face to face with the entity that was behind the cave. The entity was tall maybe about 6'10, with long spiky black hair, red eyes, sharp fang like teeth, and red skin. The entity was wearing a red looking outfit that had a long flowing red and black cape behind him and he had a muscular yet lean build. The entity that was choke Spider-man oozed evil, it invaded every portion of room they were in and it only increase when the entity put a smile on his face.

"UHHHH!" Spider-man continued to gasp. The entity brought him closer and began to sniff him in absolute delight.

"**Human**" he said in a giddy light baritone voice "**A human soul…..oohh just rip for the picking You smell so delicious"**

"Uhhhhhh"

"**Oh what to do, what to do, what….to…do**"

Spider-man shakily held up his hand and fires some web at the entities eyes but as they made contact it burned away.

"**MUWAHHHAHAHA…..did you really expect that to work**"

"W-Worth….A….s-shot"

"**Oh Human I like you. Tell you what I'll do, since you helped me escape that wretched cell, where I've been for the last….I don't know how long, I'm going to let you live…but I'll be back for you. HAHAHAHAHAHAHA!"** he laughed before tossing Spider-man to the ground.

"…._cough….cough…..cough_….Who…a-are…you"

"**I don't like saying my full name….brings bad luck, but you can call me**: **Mephisto**….**HAHAHAHAHAHA!"** the red demon laughed before forming into ghastly black smoke and flying through the hole out into the dark dimension.

Spider-man laid on the floor trying to recover.

"What the…." He started before he glowed white and then vanished.

* * *

"Hell" he finished looking around; he saw that he was at the top of the tower on the edge of an open window. He looked to the right to see the Eye of Agamotto floating next to him.

"Why didn't you transport me here in the first place?" he asked the eye while rubbing his neck. The eye didn't answer his question. Spider-man turned to the inside of the castle and his eyes were immediately drawn to a massive looking man with a fire shrouding his face, and glowing red eyes. He was sitting in an equally massive thrown and in front of him were monsters and demons surrounding people who looked human and were in medieval looking armor.

"I'm guessing that's Dormammu….but where is…." He started before his eyes landed on a familiar looking man sitting inside of a green protective bubble with a woman he didn't recognize. Spider-man saw the Eye of Agamotto drifting downwards; he shot a web at the eye and yanked it back.

"Hold on….we want to do this the right way" Spider-man whispered to it, he hooked the eye onto his belt and he crawled along the stone wall trying his best to stay to the shadows and reach Doctor Strange.

* * *

**Down Below **

On a pillar next to the throne of Dormammu Doctor Strange and Clea sat in their protective bubble trying to their best to keep it up and think of a way to defeat their foe but so far nothing has come to mind. Doctor Strange opened his eyes and he looked at the red tendrils of dark magic wrap around their protective barrier steadily pouring dark magic into the barrier and slowly…every so slowly weakening the barrier. Beads of sweat rolled down the Sorcerer Supremes' head, he could feel the strain starting get to him especially since he didn't have the Eye of Agamotto to help boost his power.

"AHHHHHH!" came a scream of pain.

Doctor Strange turned his head to the sound and he saw another one of Clea's people fall to the ground dead courtesy of Dormammu's demons. Once the portal to the other side had been sealed Dormammu in his anger had begun to kill off Clea's people in an attempt to get her to surrender her life, but so far it hasn't worked but that still didn't mean he didn't take pleasure in killing them anyway. Doctor Strange turned to his lover and he could see the pained expression on her face as another one of her people died and it broke his heart to see her in such pain.

"**HAHAHAHAHA!"** laughed Dormammu evilly.

Doctor Strange gritted his teeth at the sound of him laughing.

"Stephen I…..I cannot take much more of this"

"Be strong Clea…I know it's hard…"

"NO YOU DON"T!" she shouted at him her eyes snapping open and looking at him and then turning to her people.

"Clea don't loose focus" he replied, but his words fell upon deaf ears, she was too wrapped up in her guilt for allowing this evil to befall her realm and her anger for not being able to do anything to stop her uncle.

"Clea listen to me I….." Doctor Strange started before he felt something he turned to the left when he saw a hand on the edge of the pillar they were on. Clea followed Stephen's line of sight and her eyes widen as Spider-man silently flipped up on the pillar.

"Demon" Clea hissed

"Uh…no I'm here to help" Spider-man whispered, he looked up and eyed Dormammu whose attention was elsewhere.

Doctor Strange looked down and he saw the Eye on Spider-Man's belt.

"How did you get that?" asked Doctor Strange.

"Long story…your apprentice Wong sent me…he's fighting Mordo to keep the portal open while I come in and help you against Dormammu"

"You can not help" she replied in a depressed tone.

"Well when you say it like that it sounds like you've given up" Spider-man replied making his way closer to the barrier but trying to stay out of the way of Dormammu's eye sight.

"What if I have" She replied

"Then you are not the woman I feel in love with" said Doctor Strange "She doesn't give up and neither do I…we can still defeat Dormammu, his hold is not yet firm but it soon will be, so that means we still have a chance."

Clea looked at him and his words rung true to her, she was not the quitting type, there was still a chance to win, to beat back her Uncle and that's all they needed…..a chance. Clea nodded her head and her resolved strengthened a little more.

"You're right…..you're right Stephen, I must not lose hope and I won't"

Doctor Strange smiled at her and she smiled back.

"Okay so the million dollar question is how" whispered Spider-man glancing at Dormammu who still hadn't seen him.

"AHHHHHHHHH!" came another shout from down below.

The three cringed at the sound but they didn't turn for they already knew what was happening.

"I've been thinking Clea….How did Dormammu escape"

"I am uncertain how the doorway to his banishment was opened, all I know is that he appeared and began to alter our dimension" she replied

"Well then I believe we've found the solution to our pressing problem" he replied

"What is it Doc?" asked Spider-man

"We must travel to Dormammu's imprisonment chamber and closed the door….once the door is closed Clea should be able to repeal him and send him into banishment once more"

"**EASIER SAID THAN DONE!" **

The three turn to see Dormammu looking directly at them.

"**YOU HAVE THE EYE! GIVE IT TO ME!" **

"No" Spider-man replied.

Doctor Strange looked at the eye and he sent it a mental command.

'_Come to me'_

The Eye of Agamotto lifted off of Spider-man's belt and flew towards him and through the barrier into Doctor Strange's hands. Dormammu raised his hand and was getting ready to slam it upon them.

"BY THE SPIRIT OF VISHANTI I REPEAL YOU!" he shouted. Dormammu's hand was ripped to shreds by the powerful mystical spell.

"**RAHHHH!**' he growled in pain but it didn't stop him his hand reformed and he quickly stood up from his throne.

"**I GROW TIRED OF YOU STRANGE THIS IS THE END FOR YOU!"**

"Not a chance" Doctor Strange shouted holding up his hands and then levitating off of the ground getting ready to face off with the dark one.

Spider-man took a step forward when he felt Clea grab his shoulder.

"You must come with me" she said urgently

"Where"

"Stephen will buy us some time….I must get to the doorway and close it before it's too late….our time is almost up" she said. Spider-man nodded his head in agreement. Clea held up her hands in an odd looking pattern, they began to glow green and what looked like a door way opened in front of them. Clea took a step forward into the door and then stopped and glanced over her shoulder and Doctor Strange.

'_Be safe'_ she thought before stepping through followed by Spider-man.

**ROAR!** went Dormammu as he transformed into a giant black and red dragon. He opened his mouth and blew out a stream of fire.

Doctor Strange grabbed the edge of his orange cloak and brought it up to shield himself from the intense heat.

"Vishanti…quell this fire" he said waving his hands. The fire spewing out suddenly turned to water. Doctor Strange maneuvered out of the way and he looked at Dormammu.

"**You have no hope boy….even with the Eye your powers are fading…."**

"Maybe….but I have more than enough to deal with you…BONDS OF THE VISHANTI!"

Thick green mystical bonds appeared around dragon Dormammu, but they didn't stop him it only made him laugh before he flexed his muscles and shattered the good magic.

* * *

**Valley of the Damned **

"Where…..where am I….why do I feel….like dying" said Spider-man as he dropped to his knees. Overwhelming and undaunted despair gripped his soul. His body began to flicker and shimmer almost like he was about to disappear, but ten slim fingers found their way to his body. Clea closed her eyes and said a few words that he couldn't understand but as the words left her mouth he began to feel better and his body stopped flickering.

"You must be strong in this place….we are where no good souls should ever be…The Valley of the Damned" she whispered.

Spider-man finally felt focused enough to concentrate and view his surroundings.

A gray dead and barren wasteland was before him. The whole place was devoid of any color, or any life at all. The ground beneath his feet was course and rough, and while the Valley of the Damned seamed like a place where it would be hot it was actually cold…very cold. Spider-man shivered as he followed behind Clea who was walking what looked like a beaten and worn path.

* * *

The two kept walking until they reached a hill and once they were over the hill Spider-man came to a stop.

"Whoa" he whispered.

In the distance, not too far away from the hill was gargantuan door that was slit down the middle. Spider-man looked at the door and on either side of the door was one half of a skull so once the door was closed it would form a whole skull, it was there no doubt to warn those of what stood behind the door. Within the door Spider-man couldn't make out anything but pitch black.

Spider-man shook his head and looked to see Clea already making her way down the path and towards the door.

Clea had finally reached the door and she looked at it with absolute dread, she could feel the residual evil left behind by her Uncle.

"So how did he open it?" Spider-man asked standing beside her. Clea's eyes roamed over the door, she held up her hand and sent out a small blast of mystical energy. The mystical energy flew forward until it hit a barrier of some sort that took the energy and added it to its overall strength.

"Just as I feared"

"What?" he asked

"When we first got here I got a brief feeling that someone was here and now I'm sure of it…." She said

"What…you mean here in the valley of the damned"

"Yes…someone let Dormammu out….someone who is powerful in the dark arts….maybe on my level or Stephen's level of understanding"

"Who?"

**THUD!** Clea and Spider-man turned to the sound to see an imposing man who stood at 6'7 in silver titanium armor and a green outfit and a green hooded cloak flowing behind him, but the real draw was the mask covering his face.

"You" said Spider-man with wide eyes, recognizing the man's armor and the man's voice.

"Step away from the door or face…. **DOOM!**"

* * *

**Sanctum Sanctorum **

"HA!" shouted Wong firing a mystical blast from his hands. Mordo waved his hands and a solid concrete wall formed in front of him blocking the attack. The dark arts master waved his hand again and a powerful wave of dark magic flew forward and barreled into Wong with the force of tidal wave, he went flying back and into the wall where he hit his head and passed out.

Mordo dropped his hands and he fell to his knees out of breath. While Wong was still training in the mystical arts he was still no doubt formidable, Mordo had spent far too much time battling with him that his own energy reserves were beginning to run low but he still had enough to open the portal fully and allow his master access to this realm. Taking in a deep breath Mordo stood to his feet and he looked at the small opening of the portal.

"It is time" he said to himself raising his hands but as he raised them he stopped. Ghastly black smoke began to seep through the small opening. He looked at the smoke and he began to back up slightly because he could feel the malevolence pouring off of the smoke.

The smoke seeped out and it began to form into the tall red demon Mephisto, and Baron Mordo instantly recognized him.

"MEPHISTOPHELES!" Mordo exclaimed.

"**Ooohh…..your fear is intoxicating Mordo**" the evil demon stated with glee.

"No….you're…..you're imprisoned"

"**Not anymore…you pathetic human**" he replied looking around and then his eyes landed on the body of Doctor Strange, "Ooooo isn't this a treat two of my enemies in one convenient location"

"RAHHH!" shouted Mordo hurling a dark spell at the demon that simply held up his hand and repelled the attack.

"**HAHAHAHAHA!"**

"Dormammu will….."

"**Do nothing**" he replied holding up his hand. Ghoulish looking black hands shot out of the ground and tried to grab Mordo but he said a quick incantation and he vanished from site.

"This isn't over Mephisto…I shall return and my Master will deal with you once again" came Mordo's voice from everywhere.

**"Unlikely…I'm free now and I shall remain that way**" Mephisto stated floating down to Doctor Strange's body.

"**I could easily end your life Sorcerer…..but I find that I desire to see the look on your face when I take over this world. I want you to look me in the eyes and realize all your efforts were for naught….I told you I would be free again. I made the mistake last time….that will not happen again HAHAHAHAHAHAH**" laughed Mephisto before vanishing in a flash of black and red.

A groan of pain came from Wong's mouth as he slowly cracked open his eyes.

* * *

**The Valley of the Damned**

"You know this Man?" asked Clea

"Yeah…well sort of. A while back he tried to tear a hole our dimension in an attempt to harness cosmic energy for his own means….but he didn't look like this before" said Spider-man.

"I've made a few upgrades Spider-man and this time you will not impede Doom's will"

"Still referring to yourself in the third person I see" Spider-man quipped

"Whoever you are do you know what you have done….you have released an evil that knows no bounds"

"If you are attempting to frighten me I can assure you Doom is afraid of no one….and I always know what I'm doing" said Doctor Doom.

"Listen….close the door I'll handle crazy metal guy" Spider-man whispered before jumping in the air and sailing towards Doom.

Doom say him coming and raised his hand and fired electricity from his hands, in mid air Spider-man twisted his body out of the way and slammed both feet into Doom's chest, making him stumble back and fall to the ground.

"YOU DARE!…"

"To Strike Doom…yeah yeah you said that the last time I knocked you on your ass" Spider-man replied landing on the ground "Can't you say something with a little more variety"

"If its variety you want Arachnid…" started Doom in a low voice before teleporting away.

'Spider sense' thought Spider-man looking up to see Doctor Doom levitating in the air.

"YOU SHALL HAVE IT!" he roared with his hands flashing.

The ground beneath Spider-man's feet gave a shake before undead monsters burst from the ground. Spider-man took a step back as the undead beast emerged from the dry cracked ground of the valley. His eyes roamed over the flesh falling from the beast body and some of them were only skeletons, but they looked formidable. He then looked up to see Doctor Doom thrust his hand forward.

"DESTROY HIM!"

**ROAR! **They yelled charging at the wall-crawler.

"Me and My big mouth" he said to himself ducking under the strike of skeleton and responding with a powerful uppercut that knocked the head off.

* * *

While Spider-man was dealing with Doom and his undead monsters Clea was busy attempting to disrupt the barrier in front of her Uncle's Prison, but the barrier was proving to be quite difficult to break. She racked her brain for a spell that would break the barrier and she finally settled upon one that should be strong enough, but just as she raised her hands she felt a presence behind her and she turned to see Doctor Doom standing behind her. He glared at her and then grabbed her hands and lifted her up.

"Why are doing this?" she asked trying not to wince from his strong grip.

"Easy…Power" he responded "Dormammu is under the impression that he will rule this mystical realm but he is mistaken I only freed him because I can kill two birds with one stone so to speak. Dormammu's presence no doubt would have attracted not only your attention but the attention of the Sorcerer Supreme"

"Stephen"

"Correct my dear. I owe Doctor Strange; he killed my mother so he must die. Once he was dead I would siphon off Dormammu's power and then seal him back into his prison…thus making Doom the supreme ruler of this realm"

"You are mad"

"Perhaps from your perspective" He replied

"You can't hope to contain my Uncle's power it would destroy you….it would destroy us all"

"Do not presume to tell Doom what he can and can not do, Doom is all powerful" he said squeezing her hands harder.

* * *

"AH!" shouted Spider-man as he punched in the chest and sent skidding back across the course ground. He rolled to the left to avoid another undead monster trying to stomp on his chest, Spider-man got to his feet and he looked at the monsters around him and the he looked and saw Doom with Clea in his hands.

'Oh no' he thought, 'Spider Sense'

Spider-man saw a rather large beast charging at him on all fours and that's when an idea formed in his head. He started to charge at the approaching beast and just when it jumped at him Spider-man flipped on its back and then sprung off it and towards Doom.

"HEY DOOM! LET HER GO!" he shouted.

Doctor Doom turned to the left to see Spider-man coming down with a powerful punch to his face. The sudden strike made him drop Clea and go stumbling back.

"Ow" whispered Spider-man shaking his fist, "Hurry and close this thing I can't hold them off for long" he said urgently to Clea who picked herself up from the ground and nodded her head.

**CLANK!**

Spider-man turned to the sound to see Doom's face plate fall off and to the ground and he got a very good look and the burned and scarred face of Victor Von Doom.

"JESUS CHRIST!" shouted Spider-man seeing his face.

"YOU MISERABLY PEST!" Doom shouted thrusting out his hand and firing a blast of energy. Spider-man backflipped and the beam missed him by a mile. Doom quickly reached down to the ground and grabbed his face plate and quickly connected it back to his face.

* * *

Clea raised her hands and closed her eyes and she concentrated.

"By all that is good and true and as the ruler of this realm I command the spirits of the Ancient Ones to dispel this barrier" she said conjuring up all of her magical abilities. Her hands glowed in a brilliant flash of light and she pushed them forward. The light traveled forward and hit the barrier that Doom created. The barrier flashed red before wobbling and the bursting in a million shards of glass and dissolving into the air.

"NOOO!" shouted Doom in anger holding out his hand, but suddenly a web snagged his outstretched hand and then pulled it out of Clea's way and at one of the beast he conjured up.

Spider-man was in the air sailing towards Doom again, he reached him and then tackled him to the ground where they went rolling across the dirt.

"CLOSE THE DAMN DOOR!" Spider-man shouted.

Clea eyed the door with determination, she drew upon all of her mystical powers and the power she was emitting began to whip and roll around her in a brilliant display of light. Doctor Doom kicked Spider-man off of him and tried to stand up, but Spider-man shot a web at his legs and yanked him off of his feet.

"NOO!" shouted Doom looking at the levitating and glowing Clea.

"I AM THE DAUGHTER OF PRINCE ORINI AND HIGH PRIESTESS UMAR, I AM THE RULER OF THE DARK DIMENSION AND I COMMAND YOU DORMAMMU TO BANISHMENT ONCE AGAIN!"

The pitch black within the prison cell started to turn a vibrant green color and it began to spin and swirl in a sucking motion. Spider-man put a hand to cover his face as the wind began to pick up; the swirl green vortex was sucking up everything. The undead beast that Doom had conjured up was being sucked into the vortex of green. Spider-man dug his feet into the ground and used his powers to stick. Doom started to get sucked in but he glowed for a second and then he vanished.

* * *

**Castle **

Doctor Strange used his cloak again to block another attack from dragon Dormammu but just as the Dark One geared up for another attack a portal opened above the two combatants and began to pull them upwards.

"NOOOOO!" shouted Dormammu looking around for his niece but he didn't see her anywhere which meant that she was behind the portal. Dormammu rose up and tried to fly away but the pull was too strong and he was violent pulled through the portal. Doctor Strange smirked to himself and then flew through the portal as well.

* * *

**The Valley**

Dormammu formed into his humanoid appearance as he was pulled along the Valley floor. He shouted and dug his massive hands into the earth beneath him but it useless, He turned his fiery head to see the prison cell coming closer and closer. He saw his niece levitating in the air with her magic all around her. Dormammu growled and reached out but a blast from Doctor Strange stopped him from grabbing her. Dormammu's feet entered the portal first followed by his legs and then his torso, in a last ditch effort he grabbed the sides of the cell door and tried to pull himself free.

Doctor Strange and Clea both levitated in front of his face.

"Good bye Uncle….hopefully we'll never see you again"

"Dormammu, you've because enough damage it's time for you go home"

"DAMN THE BOTH OF YOU! YOU CAN NOT DEFEAT ME I SHALL RE…"he started. Doctor Strange and Clea grabbed each other's hand and then held them up. They both released a powerful blast of mystical energy that hit Dormammu square in the face knocking him into the swirling green vortex.

The Cell doors began to pull and the Skull halves met completing the full skull and sealing Dormammu once again. The doorway began to rumble as it started to sink into the depths of the Valley ground, trapped once more.

Spider-Man slowly lifted his head up and he saw that Dormammu was gone, he let out a sigh and he took a deep breath.

"Thank God" he whispered, sitting up.

"We did it my Love" said Doctor Strange turning to Clea who had a smile on her face. The two brought each other close and they captured the other's lips in a kiss. The two continued to kiss as they touched the ground.

"Uh….Is it finally over" asked Spider-man limping towards them. The two lovers broke apart and looked at him.

"Yes it is young Warrior my Uncle is once again banished to his prison where he'll stay...for all eternity" Clea answered, "What is your name"

"Spider-man" he told her.

"Well Spider-man you have my undying thanks, for if it wasn't for you help we would not have succeeded"

"You also have my thanks as well" Doctor Strange chimed in, he walked towards Spider-man and placed hand on his shoulder.

"Gee doc….you're gonna make me blush" he said rubbing the back of his neck.

The sorcerer supreme smirked at his comment.

"Well I guess….AHHH" Spider-man shouted falling to a knee, his body began to flicker and he began to lose his body. His body disappeared and in its place was his glowing blue spirit, "What's happening?"

"Your body has lost its form….you must return to your body now"

Doctor Strange waved his hands and all three of them disappeared.

* * *

**Sanctum Sanctorum**

Doctor Strange, Clea and Spider-man's soul appeared within the two story Mansion. Doctor Strange eyed his body, he made himself form into his astral form and then he flew towards his body and rejoined with it.

Doctor Strange opened his eyes and he sat up.

"MASTER!" shouted Wong running over to him.

"I'm alright Wong, I'm alright….how are you"

"I've been better but I'm alright as well" he said before looking up and seeing Clea floating down towards them with Spider-man's soul.

"Miss Clea I'm glad to see you as well, I take it Dormammu has been defeated"

"Yes Wong my Uncle has been banished once again"

"How did he escape?" asked Wong.

"A man named Doom freed him" she answered.

"Victor Von Doom" stated Doctor Strange with an edge in his voice while standing up.

"He said you murdered his Mother" Said Clea

"I'll explain the details later my love first we must get our friend and all these other souls back to their bodies before they die" he said. The Sorcerer Supreme raised his hands and they glowed a brilliant orange.

"By the Spirit of Vishanti I command you to return"

All of the blowing blue souls swirled up and around, those that were inside of the portal were sucked free, the souls then drifted towards the open window. The urn that was laying on the ground rose up and all of the blackish purple spirits were recaptured and the top closed on it tightly.

* * *

**Dr. Sofen's Office **

Peter's eye twitched and slowly his dull and listless eyes became their usual life filled hazel brown. He blinked his eyes and they slowly focused on the carpet of Dr. Sofen's office. He pushed himself upwards and he gave a slight groan of protest from his body, Peter looked around to see everyone else beginning to stir and rise up as well.

'I remember everything' Peter thought to himself 'I wonder do they….' He started.

"What happened….why the f*&^ can't I remember anything"

Peter looked to his left to see the girl Lana next to him rising up.

'_Guess not….that's convenient. Wait…where is that Sofen lady she's involved in this_' thought Peter standing to his feet, but he didn't see her, _'She's probably long gone by now_. _Aunt May'_

Peter searched the crowd of people with his eyes until they landed on the rising form of his Aunt. He rushed over to her and helped her to her feet.

"Peter….what is going on, what happened"

"Uh….gas leak Aunt May…the authorities should be on their way"

**WHOOOO WHOOOOO WHOOO** went the sirens of the police and Firefighters. Peter glanced out the windows at the civil servants get out of their cars and trucks and making there way inside. Peter's eyebrows rose at their sudden appearance.

'_A latent Spider power….Spider-telepathy.'_ he thought

'_That was my doing Spider-man'_ came Doctor Strange's voice inside his head.

'_Doc…but…..' _

'_Relax young man, I will not speak of your secret…you have my word as Sorcerer Supreme and as your ally. Besides I'm in your debt, I've altered everyone's memories to fit you story. They were under the impression that they were coming for a special seminar on Group Therapy but Dr. Karla Sofen didn't show…and there was a gas leak but thanks to a few windows that were open the gas had a place to escape, but the reason everyone survived is because of a brave young man by the name of Peter Parker calling 911 before he passed out'_ he communicated.

'_You think that's going to hold?'_ asked Peter

'_Trust me…it will hold. Thank you for your help, if you ever need any help my door is always open'_

Peter smiled slightly, "Thanks Doc"

"What Peter?" asked Aunt May putting a hand to her head.

"Nothing Aunt May" Peter replied just as the doors opened the firefighters and police stepped inside.

* * *

**New Jersey, Spa**

Laying naked on her stomach was Dr. Karla Sofen; she heaved a content sigh as the man massaged her tensed back with the massage oils.

"Oh Ken….you are magical" she sighed as the Masseuse continued to knead the knots out of her back. Ken's hand continued to rub her back but then they suddenly stopped. A few seconds passed before Karla opened her eyes because she didn't feel his hands anymore.

"Ken" she said leaning up but as she leaned up her eyes fell upon those of Baron Mordo, "Mordo"

"Sofen"

"So did Dormammu Win?"

"No….my master has been sealed once again….I must forge a new plan on how to free him"

"So I helped you steal those people's souls for nothing. Great like I need something else on my conscious" she said rubbing her face.

"It wasn't for nothing my dear. While my plan did not work, you managed to hold up your end of the deal and so I must honor my end. I believe you wanted power am I correct"

Karla leaned up a little more making sure to grab her towel and cover herself.

"You're damn right I do"

"Well then…..EMULA ERETA" Baron Mordo stated holding out his hand. There was flash of light and it made Karla cover her eyes for a second but when she lowered them she saw several small yellow glowing stones levitating in his palm.

"What is that?"

"My dear these are gravity stones forged on the moon of alternate universe by a powerful race of militant beings named the Kree"

"How did you get them?"

"During my attempts to come up with a plan to free my Master I traveled to an alternate dimension…the how I acquired them is not important. I've been keeping them until I could figure out what to do with them but now they do not serve me any purpose"

"These little stones are gonna give me power"

"Either that or kill you…doesn't really matter to me"

"WHAT!" she shouted. The gravity stones shot forward and hit her in the chest. Karla gasped out because of the intense pain she felt with the stone barreled into her. The gravity stone cut through her flesh and began to sink into her body.

Baron Mordo gave a laugh before he vanished in a flash of light. Kara sunk to the ground in unbearable pain. She shakily lifted her hand and she could see that it was glowing a deep yellow hue, the glowing traveled down her hand and along her arm. As the glowing traveled along her body the pain she felt only intensified, Karla gritted her teeth trying to brave it but she could and she let out a might yell.

"RAHHHHHHHHHHHH!"

* * *

**A Day Later: Sanctum Sanctorum**

Doctor Strange was peaceful meditating in his sanctum, reflecting on the past events that transpired. He took a deep breath and he released it, calming his mind, his body, and his soul.

"Stephen My Love" Clea's voice called out in all directions.

After helping Spider-man get back to his body, he opened a portal back to the Dark Dimension. Clea traveled back to her dimension to clean up the mess her Uncle made of her Dimension. Doctor Strange had offered to help her but she kindly turned him down, she could see how depleted his energy levels were and she knew he need to rest, so that's what she told him to do and he reluctantly agreed.

"Yes Clea I'm here what's wrong you sound distraught"

"It seems we can never catch a break my love…after one crisis there is always another one, more dangerous than the last" she said anger evident in her voice.

"Clea calm down and tell me what's wrong"

"Stephen he has escaped"

"Dormammu impossible"

"No not my Uncle…someone worse"

"Who?"

"Mephistopheles has escaped his prison"

Doctor Strange's eyes widen in horror and slight shiver an up his spine at the name his lover just stated.

"Clea my dear are you sure"

"Stephen how can I not be sure about something like this…..it seems during my Uncle's reign he managed to escape somehow….I've done a mystical scan and…..he's not in the Dark Dimension"

"You mean…." Doctor Strange started.

"Yes…..he's in your realm"

"I see. I will attend to this problem immediately, with Mephistopheles free there's no telling what's going to happen"

"I know what's going to happen…he'll corrupt your world…..one soul at a time"

* * *

**Bar- Arizona **

A handsome man in his late 20s, he was about 5'10, with blue eyes, and dark blonde hair. He had an average build and he was wearing a black shirt, and blue jeans. The handsome man had a shot of vodka in his hands and he threw the shot back and allowed the liquor to hit the back of his throat. He slammed the shot glass on the counter and he ordered another one. The bartender shook his head and gave the man another shot.

"Don't you think you've had enough" asked the Bartender

"If I'm still conscious then I haven't had enough"

"There's a man that knows how to have a good time" came a glee voice. The man turned to his left to see a man with spiky black hair and a deep almost reddish tan come and sit next to him.

"I'll have what he's having" said the spiky black haired man. The Bartender poured him a shot and then walked away.

"So my friend what are we celebrating?"

"We're not celebrating anything"

"Oh…well I am…I'm celebrating freedom…bottoms up" he said tossing the vodka shot back, "So what seems to be troubling you"

"Death"

"Ooooo that's always a good topic" the spiky black haired man replied "Someone you know is dying"

"You could say that…..a man that I could call my father took me in and tried to give me a better life is dying of cancer"

"Rough"

"Yeah" said the man eying his shot glass "God….I would do anything to stop him from dying" he continued ordering another shot of vodka. The Bartender came over and poured him another shot to which the man quickly tossed back.

"Anything you say" the spiky black haired man asked with a grin, "Tell me something…what if I told you I can cure you 'father' from his cancer"

The man turned to look at his spiky haired companion with narrowed eyes.

"Who are you?" he asked.

"Who are you?"

The man looked at him, more precisely the man's grin. If he was sober every instinct in his mind would tell him that the grinning man next to him was someone he needed to run away from but the fact of the matter was….he was drunk and he was vulnerable, the perfect kind of prey for a predator and for the grinning man.

The handsome man rubbed his face and then he held out his hand.

"My name is Blaze…Johnny Blaze….and you"

The grinning man took Johnny's hand and shook it.

"I don't like speaking my true name…..brings bad luck but you can call me: **Mephisto **and I have a feeling that you and I are going to become good friends HAHAHAHAHA"

* * *

**End Chapter: Read and Review:  Hey Readers it's me back with the closing comments as usual. First I'd like to welcome you all to the first chapter in the New Year. I hope you all enjoyed the chapter and all the different plot elements that I've laced the story with that's going to come into play possibly later this year or in Vol 3. Like I said in my update I'm aiming to complete this Volume by the end of the year and we can dive directly into Volume 3. Last year Peter Parker had some pretty crazy adventures and guess what this year will not be any different and you can tell that by reading this chapter, even more crazier and epic battles are on the horizon for our favorite Wall-Crawler. I ask that you read do what you been doing and that's reading and reviewing because you readers are what makes this story as well as my other stories keep moving forward. I hope everyone enjoyed the much awaited debut of the Sorcerer Supreme Doctor Strange and before you ask yes he'll be back…..especially if you've read the Kree-Skrull War aftermath chapter. Also I've been toying around with the idea of creating the Defenders….I haven't decided yet, but if there's enough demand I might make a chapter featuring them. Anyway my loyal readers the next chapter is a slight slow down from the action but it's not any less important. After the next chapter we dive into a arc that I'm calling the classic arc….where we see the emergence of some of Spidey's classic villains Namely: Doc Ock, Vulture, Electro, and the Lizard…not necessarily in that order but they are coming do not fear. I hope you all enjoyed the chapter and if you have any questions comments or concerns feel free to contact me either by leaving your comment in the REVIEW (a Writer's Fuel) or by sending me a PM Message. I promise I will get back to you ASAP, this is Nomad88 saying Later…**

**Ps: Next story for update, Batman Beyond Volume 1 and then Secret Warrior Spider-man. Also I've put up a poll on which stories I'm leaning towards starting up next I would appreciate it if you readers took a look at my profile page and cast your vote for the most interesting story that you would like to see done next, okay cool, this is me saying Later….**

**Next Up: House Party **


	49. House Party

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, I repeat I DO NOT OWN THESE CHARACTERS. So knowing that I must tell you MARVEL, STAN LEE and DISNEY ARE THE OWNERS. They own everything, really they do, and I'm in NO WAY making any money off of this story. This is a work of complete fiction...so Again no money is being exchanged or handed to me I can assure you. So I hope since I made that clear you could find it in your heart to not sue me….because…..wait for it…I have no money. None, so on with the story. **

**Hey all its Nomad88 back with another chapter in the Amazing Spider-man mythos, I hope everyone enjoyed the last chapter with the debut of the Sorcerer Supreme Doctor Strange. I know a lot of people were waiting for his debut and I hope I delivered. Anyway we kinda sorta slow things down slightly but it's still entertaining, also there is a small time skip, having said that the only things left to say is READ, REVIEW(A writer's Fuel), and of course ENJOY!**

* * *

**Chapter 43: House Party**

**5 Months later- April- Thursday Night**

Dark Clouds swirled in the sky over the vast and always on the go city of New York, from the gathered dark clouds rain began to fall and blanket the city. The New Yorkers down below paid no mind to the rain; they simply pulled out their umbrellas to shield themselves from it and continue on with their nightly routines.

**THROOM! THROOM!** Went the sound of the thunder which only served to make the rain fall just a little bit harder. Most of the New Yorkers down below gripped their umbrellas tighter but there was one New Yorker who had no umbrella to shield against the rain and that person was Peter Parker aka The Amazing Spider-man.

Spider-Man was perched on the head of a stone gargoyle keeping his ever vigilante eye out for any sign of something out of the ordinary, but like the night before and the night before that everything had been relatively quiet and peaceful, which is exactly what he wanted. Spider-man heaved a sigh and then turned his gaze upwards to the darkened sky.

"Well Carl you know what they say…April showers bring May flowers, right" he said looking down at the Gargoyle beneath his feet, but the stone statue didn't reply.

"You know something Carl, you are a great listener….it's been fun talking to you but I gotta go, it looks like it's another peaceful night so you know what that means"

"…"

"Exactly….time for this wall-crawler to get some much needed and much neglected sleep" he said before jumping off the statue and swinging through the rainy night.

It has been five whole months of relative peace, no new monstrosities, no crazy mystical beings, and thankfully no more intergalactic wars…just the usual. Busting up gangs, beating down purse snatchers and other small time crooks, nothing too out of the ordinary. During the five month peace time Spider-man had been upping his training with Iron Fist and Daredevil learning more and more as the weeks rolled by. Iron fist taught him more about different types of holds and joint locks, more about pressure points and how to disable a stronger and tougher opponent and lastly he taught him about channeling his strength….focusing his strikes to make them harder and more efficient but that was proving to be the most difficult to master than the others, namely because of his own natural spider strength. Spider-man could already punch through walls and bend steal so he didn't really see the point in making his attacks any stronger in fear of accidentally killing someone, but Iron Fist assured him that it was something that he needed to learn because there might come a day where he would either be powerless or he would come across a tough opponent.

Spider-man swung low towards the Bridge that would take him back to his home in Forest Hills Queens. While he was swinging his mind shifted to another project he had been working on during the 5 months of relative peace and that project was checking up on Vanessa Fisk aka The Kingpin of Crime. He along with Daredevil had been keeping a very close eye on her and her operations. In their combined efforts they have busted up several of her operations which ranged from: Assassinations, racketeering, bribery and pretty much everything else in-between, but even though they were hitting her hard she like her husband was never once at the scene of the crime so they could never link her to the things she was guilty of , but they knew it was only a matter of time. All they had to do was be patient and wait for her to slip up because they knew she would. A few weeks ago they were staking out a meeting that Vanessa was having with Don Maggia and the other crime families. They were outraged because of several costume people like himself and Daredevil were hitting their operations hard and as Kingpin it was her job to take care of it but so far she hasn't done anything. Even though she had Hand Ninjas and Bullseye they weren't enough for their combined efforts, which angered her to no end.

Daredevil explained to him that the crime families were beginning to lose faith in her, and once that happened things would start to get more interesting. The Crime Families would start to break apart from her and then everything that Vanessa held dear would start to slip through her fingers. Spider-man remembered that Daredevil kept talking about the reason why everything was quiet was because something big was about to happen, it was always calm before the storm and they both knew that Vanessa wouldn't take much more of their meddling and that she would try something soon, something desperate to keep the faith in her as Kingpin and that's when she would slip and that's when they would catch her. All they had to do was practice patience.

Spider-man flipped and he softly landed on the roof of a taxi-cab, he was almost out of web fluid so he wanted to conserve until he got across the bridge. As he rode across the bridge his mind shifted away from everything that was Spider-man and towards his personal life. While everything was going good for Spidey…..things were going great for Peter Parker. First and foremost was his Aunt May, after the whole therapy thing Peter realized that he needed to have a talk with his Aunt, her heart was in the right place, she was worried about him and that was his fault so he needed to rectify that and while he couldn't reveal himself as Spider-man to her he figured he could let her in on what was going on with his school life. He remembered that conversation like it was yesterday.

* * *

**5 months Ago**

It had been two days after the whole Dormammu and soul stealing fiasco and so far what he told the police was holding together and he gave a silent thank you to Doctor Strange for that. His Aunt didn't ask too many questions after that nor about the therapy session, so he figured that she was waiting for him to make the first move and it was time that he did.

Peter finished drying the dishes in hands and he looked into the living room. His Aunt was sitting there quietly watching one of her programs.

'_Time to come clean….or cleanish' _he thought to himself wiping his hands and then walking over to the couch and sitting down next to his Aunt.

"…Aunt May can we talk please?" he asked looking at her.

"Sure we can dear" she replied picking up the remote and pressing mute, "What did you want to talk about?"

Peter looked at her and he could see all of the love that she had for him in her eyes, he smiled a bit and he released the breath he was holding.

"Well Aunt May I just…..I just wanted to say Thank you"

"For what dear?"

"For everything….you know being there for me and trying to help me."

"That's my job Peter"

"I know….. and you're knocking it out of the park"  
"It doesn't feel that way"

"I know and that's my fault. I know putting up with me these last two years has been…difficult, I mean with the way I've been acting, along with other stuff but I want you to know that it was nothing that you did nor is it a reflection of your parenting skills its just….I'm going through some….changes….changes…I guess most teens go through and stuff that I can't really share with you right now"

"Why not"

"I just can't"

"Is it because you don't trust me"

"Of course I do….I trust you with my life but it's not really a matter of trust it's a matter of…."

* * *

'_EVERYONE YOU EVER LOVED IS DEAD!' _

"_KASSIDY IS COMING FOR YOU REAL SOON" _

"_I'll KILL YOU SPIDER-MAN" _

"_NEXT TIME BUG!" _

"_I AM THE KINGPIN! DO YOU KNOW WHAT I'M CAPABALE OF!" _

* * *

"Safety" he whispered looking her in the eyes.

"You see Peter when you say things like that it makes me very uneasy" she replied folding her arms across her chest.

"I know I know and I wish I didn't have to be so mysterious but…..just trust me it's not anything illegal I can promise you that much. It's the complete opposite of illegal. In fact Aunt May it the rightest thing I've ever done or probably will ever do and when the time is right I will share everything with you"

"But that time isn't now"

"No…at least not for that, but I do know where you're coming from in wanting to be more involved. You want and need to be apart of my life but I'm keeping so much from you, so I'm going to air out a few things that's been going with me that I haven't told you about"

"Things like what"

"Well Gwen and I broke up"

"WHAT!" Aunt May shouted looking at him in shock, "When"

"Week's ago, we broke up and now she's dating Johnny Storm"

"Of the Fantastic Four?" she asked.

"Yeah"

"No wonder you've been kinda mopey" she said

"Yeah, she's been dating him and at first I thought it might have been rebound but as the days go by….I think it might be more than that"

"How did the two of you break up?"

"I….wasn't giving her the attention that she needed, missed dates and missed opportunities" he replied referring to the job at the Baxter Building, "As a result of that Gwen felt that…..we needed some time apart and that time apart turned into a break up and she hasn't talked to me since"

"Neglect will drive a woman away" Aunt may said while nodding her head.

"Yeah"

"Have you done anything to get her back?"

"I've tried to apologize but….."

"Well Peter there's the problem you can't just try you have do it….and mean it, make her understand that you know you were at fault and that you'll never neglect her again"

"Will that get her back?" he asked

"I don't know maybe, maybe not but it'll open up a dialogue between the two of you"

Peter listened to what his Aunt was saying and what she saying had some definite merit to it and he vowed that's exactly what he would do, he just had to find the right time.

"Thanks Aunt May" he said smiling at her.

"It's why I'm here Peter. So what else have you been keeping from me"

"Well you know that Internship at ESU with Dr. Curt Connors"

"Yes"

"Well it's kinda a bigger deal that I've been letting on. I was one out of three to actual receive this internship. There were dozens of people vying for a shot people older than me with more training but I was able to obtain a spot on my own. The type of science work we're doing is revolutionary Aunt May and if I play my cards right….I could be apart of history"

Aunt May's eyes widen at what he was telling her, if she would have known he was doing something this important she would've taken him out to a fancy dinner or threw him a party or something that would let him know how proud she was of him. Aunt May heaved a sigh and leaned back in the couch.

Peter saw her movement and then he looked at her face and he could see the slight disappointment there.

"Aunt May I….."

"Peter I really wished you would've made a big deal of this….I would've…..I'm proud of you and…."

"I know Aunt May, and don't worry you didn't have to do anything"

"Well I don't have to do anything but I would've wanted to anyway" she replied letting out a sigh, "What else"

Peter leaned into the arm rest of the couch and he began to tell her about his job search and how he liked working at the Daily Bugle, he told her about Harry and Mary Jane getting together and Harry running his father's company, and his the recent change of his behavior. All the while he revealing everything to her Aunt May couldn't help but feel a sense of satisfaction wash over her, because finally after what felt like forever she and her nephew were talking again, really talking. Once he finished telling her everything Aunt May scooted over and she gave him hug. Peter smiled to himself and he hugged her back.

"I'm glad we had this talk Peter" she said to him.

"Yeah, me too Aunt May and I promise from now on….no more keeping you in the dark about what's going on with me at school. And my grades, well I'm working on pulling them up now and I'm sorry that I ever let them slip in the first place"

"I'm happy to hear that" she replied

"I'm glad I can finally put you at ease"

"…..I love you Peter"

"I love you too Aunt May"

* * *

**Present**

Spider-man smiled to himself as he thought about his conversation with his Aunt, ever since that conversation things between them have been great. So far he's kept his promise with keeping her in the loop about everything that was going on with him…at least school wise. Speaking of school, thanks to the five month break in crime he had been able to bring his grades back up to the top of his class.

'_I can't believe I let them drop so low….I mean I know I had been phoning in a few assignments but man I was….' _

"HEY! NO FREE RIDES!" came a shout. Spider-man looked down to see the taxi driver with his head out of the window trying to look and yell at him while keeping his eyes on the road.

"NO FREE RIDES YOU WANT A RIDE YOU GOTTA PAY LIKE EVERYONE ELSE!" he shouted.

"Oh come on were almost there" Spider-man replied

"I DON"T CARE YOU RIDE YOU PAY!"

Spider-man rolled his eyes and he effortlessly hopped to the roof of the truck next to the taxi.

"JERK!" they both yelled at the same time.

Spider-man turned his attention back to the road ahead as the end of the bridge came near. While riding on the truck his mind shifted back again to his personal life and how great things were finally going. After patching things up with his Aunt, it wasn't long before he worked up the courage to finally go and talk to Gwen.

* * *

**Flashback- 4 and half months ago- Stacy Apartment**

**Knock! Knock! Knock! **

Hearing the sound of the knocking Gwen Stacy looked up from the book she was reading and at the door. She scrunched her eyes up in confusion wondering who that could be at the door at this time of night. She slowly rose from her spot and made her way to the door.

"Who is it?"

"It's me" came the voice of Peter Parker.

Gwen's eyes widen and she hesitated for a second, debating with herself as to whether to open the door or tell him to go away.

"Gwen Please this will only take a few minutes I have….need to talk to you" he stated through the door. Gwen could hear the slight desperation in his voice and her resolve softened. She was still angry at him, but she also wanted to talk to him too, truth be told she was tired of being angry at him. She released a breath and then began to undo the locks on the door and then she opened it, to reveal the face of her ex,-boyfriend Peter Parker. He had a dozen tulips in his hands and he raised them up her and smiled.

"Tulips" he said

Gwen looked at the tulips and she took them from him and smiled slightly.

"Can I come in?"

Gwen stepped back and nodded her head and Peter walked inside the apartment.

Peter stepped inside and he looked around briefly before turning to her, Gwen closed the door and she leaned against it, she turned to meet his eyes.

"So" he started

"So" she replied

An awkward pause passed between the two of them before Gwen said something.

"You…..uh. You came here to talk right so you might want to…you know talk"

"Right. Uh….how are you and Johnny…."

"Let's not talk about that" she interrupted him quickly "Let's talk about why you're here"

"Uh….." he started before rubbing his neck sheepishly _'Come on Parker…you rehearsed this like 50 times on the way over here…man up'_ he thought.

"Gwen….look I know that we're in a bad spot right now and…"

"Whose fault is that?"

"It's mine…..entirely mine and I know that it's long overdue but…I apologize, I'm sorry for a lot of things, the way I was acting towards you, the way that I you know grabbed you that day and for all the other stuff the missed dates, the blowing you off and mysterious disappearances…."

"And for not telling me about you and Mary Jane" she inserted catching Peter off guard.

"What" he said in confusion.

"I know about the two of you Peter" she said in a low voice.

"About the two of us"

"About how you guys…you know"

Peter instantly caught her meaning and he closed his eyes and let out a sigh of frustration. He smacked himself in the head and then opened his eyes.

"How did you find out about that?" he asked.

"I was in the restroom that day you two were talking about it...you got over me pretty quick"

"No….No, it's not what you're thinking. That was a complete mistake…there is nothing going on between us"

"Then why did…"

"It's….its complicated, but that's over now, it'll never happen again we're both in agreement on that. To tell you the truth you were the only girl I wanted to…you know with but…..the point is it's not what you're thinking"

Gwen shifted in her spot for a second, although she didn't want to be upset at him anymore she was still a little…miffed at him about what happened between him and Mary Jane. An awkward silence passed between the two of them before Peter started back talking.

"Um….so like I was saying about my mysterious disappearances…..you uh….you deserve better and I…."

"You're never going to tell me what's up with that are" she stated more than asked. Peter released another sigh and looked down at his feet.

"Well I wouldn't say never just….just not right now and I've come to realize that being in a relationship would involve a level of disclosure. A level that I can't meet right now and having said that I know we can't go back to the way things were between us, but I just hope that we can….go back to being friends. Gwen you're one of the most important people in my life and I've already lost you as my girlfriend, I don't want to lose you as my friend" he said sincerely to her.

Gwen stood there listening to him and she could hear the sincerity in his voice, she shifted slightly and continued to look at him and the sad puppy dog look on his face. The remaining portion of her anger at him began to melt away and as it melted away she couldn't help but admit that she missed being with him. All the times that they shared together began to come back to her and a small smile found its way to her lips.

"I….accept your apology and I would like that….for us to be friends again" she said after long minute.

"REALLY!" he exclaimed "I mean….cool"

"I'm tired of being angry and I do miss being with you but like you said since you can't share everything with me we can't back to the way things were but we can still be…friends"

"…great" he said.

The two stood there for a second just looking at the other.

"So…I'll see you at school" he said rubbing his neck.

"Yeah. I'll see you there…friend" she said.

Peter smirked at her comment and then he made his way to the door, he was about to exit the apartment when she called out to him again.

"Hey Peter"

"Yeah Gwen"

"Thanks for the tulips…..they're my favorite" she said

"I know" he replied "Bye" and with that he left her apartment, making sure to close the door behind himself. Gwen released a sigh and she looked down at the tulips in her hands. She turned and made her way to the kitchen to get a glass and some water, she grabbed a big glass cup and filled it with some water. She put the tulips inside of the water and she took the glass and set it on her window seal.

"WHOOOOO HOOOOOOO!" came a loud cheer.

Gwen looked out of her window to see Spider-man swing over head.

"I wonder what's he's so happy about?" she asked herself, shrugging her shoulders she turned at went back to her couch with her book.

* * *

**Present **

"I'm so glad she said yes" Spider-man said to himself "I know we're not girlfriend and boyfriend anymore but at least she's still in my life…and who knows maybe down the line we could still get back together…..that is if she ever breaks up with Johnny" he continued. Spider-man jumped off the car he was riding on and he shot a web swinging in the direction that would take him home.

'_Ever since that talk things have gone back to normal….minus the making out….I really miss that_' he thought wistfully '_Oh well…you win some lose some and then…then you fall somewhere in the middle' _

At that thought Spider-man's mind shifted to the next person on his list of people he had talked to and straightened out in the last 5 months, Mary Jane Watson.

* * *

**3 Months Ago- Saturday- Watson Household**

**Knock! Knock! Knock! **

The door to the Watson household opened up and there stood the Mary Jane's Aunt: Anna Watson.

"His Ms. Watson is Mary Jane Home?" asked Peter.

"You're May's boy aren't you?" she asked

"Uh….yeah I'm her nephew Peter" he answered.

"You know you've been causing your Aunt quite the headache young man. You know she works hard to put food on the table for you and….."

"Ms..Watson" Peter started putting a smile on his face trying not to show his frustration, "I can assure that I'm aware that my behavior was not becoming of a young man but My Aunt and I had a long talk and we worked things out and I promised her that I would do better"

"Let's hope you keep that promise mister"

"Is Mary Jane home?" he asked again.

"She in her room" Anna Watson replied opening the door.

"Thanks" he replied stepping into the house.

* * *

Peter made his way up the stairs and to the door where he could hear the TV turned up loudly. He raised his hand and he knocked on the door.

"AUNT ANNA I SAID I'M NOT HUNGRY!" Mary Jane shouted out of breath.

"It's me MJ…Peter"

"Peter" she repeated in shock.

He heard her making her way to the door and then opening it.

"H….." Peter started before he got a look at Mary Jane. She was sweating slightly and she was in her work out clothes which consisted of a yellow cut off shirt that showed her midriff and tight black spandex shorts.

'_Dear God'_ Peter thought to himself looking her over.

"H-H-Hi" he struggled to get out.

"Are you okay?" she asked oblivious to Peter mentally drooling over her.

"F-Fine" he replied quickly shaking his head "I was wondering can we talk for a minute?" he asked.

Mary Jane shifted slightly and then nodded her head.

"Uh Sure…come on in" she replied opening stepping to the side and allowing him in. Peter walked into her room and she closed the door behind him.

Peter looked around her room and a sense of déjà vu washed over him, which was fitting because he had been in her room before. His eyes roamed around the room and he saw a mat on the floor in front of her TV which had a workout program running.

Mary Jane grabbed the remote off of her bed and she put the TV on mute.

"So what did you want to talk about Pete?" she asked looking at him and folding her arms across her chest.

Peter opened and the closed his mouth.

'_This was much easier in front of the mirror'_ he thought letting out a sigh.

"I just wanted to pick up where we left off…..you know about talking about what happened between us" he said finally. Mary Jane's eyes widen and she let out a sigh as well.

"To tell you the truth I've been kinda hoping we could take your approach the….let's just ignore it thing"

"Well we've been doing that and every time we see each other its….really awkward….and the Hi and bye we give each other in the hall is getting kinda old"

"It kinda is" she replied rubbing the back of her neck.

"I mean if you want we could do that all the up till we graduate thus ruining a good friendship or we could just….talk it out. I mean if Gwen and I can talk it out then I'm pretty sure we can too"

"Good work on that by the way, it's nice having the two of you back to normal….minus the making out of course"

"Well I mean it is a start in the right direction" he said to her.

"That it is. Okay then….let's talk. I guess the first obvious question is why did it happen?"

'_An alien parasite took hold of mind and body and seduced you'_ he thought but he knew he couldn't tell her that so he opted to go another route….the truth….or at least part of it.

"Well….I guess it happen because….I've always been attracted to you. Ever since the first day we met and I guess I was feeling down in the dumps about Gwen and you were feeling down about Harry and then…..we got caught up in a moment. It could've happened to anyone" he reasoned

"Wow you've been crushing on me since we met?" she asked.

"Come on MJ…how could you not know" he said with a raised eyebrow.

"I mean okay….maybe I did know, but I just didn't want to acknowledge it. You were one of my good friends and I didn't want to complicate it"

"Wait…. I was one of your good friends….was is past tense….what am I now?" he asked.

"One of my best friends…..whom I'm attracted to as well" she answered looking at him. The two teens shyly turned away from each other and they both let out a sigh. Mary Jane sat down on her bed and Peter paced the floor for a second until he came to a stop.

"Okay, so we both admit it we're attracted to each other…..so what we can still be friends right"

"I don't know can we?"

"Of course we can, I mean we're not the first friends be attracted to each other and still maintain a platonic friendship and plus even if we are attracted to each other we're both in a relationship with two different people"

"Except you and Gwen broke up" she corrected.

"Right….. right…we did, but you still have Harry" he replied

"I don't know if I have him. He's been acting like an asshole for the longest time now and I mean I don't even think you can classify what we have as a relationship anymore. He's not the guy I once fell for; for starters he's cold and distant. He doesn't even call or talk to me for days on end and when we do talk all he wants to talk about is his company and how many millions he's making since he took it over. It's kinda driving me insane and I'm almost at the end of my rope" she said in an exasperated tone.

Peter listened to her and he couldn't help but agree with everything she had said because Harry was treating all of his friends the exact same way. He let out a sigh and walked over and sat down next to her.

"What is going on with us Peter?" she asked.

"I don't know MJ…this whole year has just been a Goddamn disaster, it's been one thing after the other, our once close knit group…gone" he replied. He turned his head and he looked into her eyes, "But don't worry….I'm going to fix it, we're heading into our senior year soon and I want us to go back to being the way we were before this year ever happened and we will get there… I promise and I know Harry has been…..difficult to deal with but trust me when I say this…he's crazy about you, he has been for a long time, just….just hang in there, I think he's still trying to adjust to…..you know his Father going insane…killing people and calling himself the Green Goblin, that's a big psychological trauma for someone to go through, not to mention he's running a company….from what I know about running a company it's pretty cutthroat and one has to put on a façade of being strong and uncaring" Peter said to her.

Mary Jane let out a breath and then looked away for a second processing what Peter was saying to her, it had some merit but she felt that he should at least be able to talk to her about what he was feeling, if he couldn't talk to his girlfriend then who could he talk to but then as the thought crossed her mind she was struck with another thought.

'_Maybe he's waiting for me to make the first move'_ she thought to herself, '_Maybe it's time for me to take some initiative' _she continued.

"MJ" Peter called out.

"Hmm" she replied snapping out of her thoughts.

"I said do you understand"

"Yeah….I do" she replied with a smile.

"Good"

"We still have a more pressing matter to attend to, we're attracted to each other...….where does that leave us?" she asked.

"To tell you the truth I don't know, but at least we know we're attracted to each other…it's not exactly the level of awkwardness it was before…"

"The majority of it is gone but it's still there"

"I think the only thing we can do at this point MJ is…..to just take it day by day" he said with finality.

"Day by Day huh…..I guess that could work, it's either that or we just can't be friends….."

They both looked at each other.

"NAH!" they both said at the same time. The two friends then shared a small laugh with each other and once they stopped laughing a small silence passed between the two again and they sat on her bed smiling at the other but unlike the other times it wasn't exactly an awkward silence, it more of a comfortable one, where they didn't exactly have to talk. The air between them was finally clearing but there was still a little visible tension between them. A tension that was starting to grow slightly, Peter's eyes drifted towards her lips and her eyes drifted towards his and just like before slowly….ever so slowly the two teens started to inch in closer, neither knew who started to lean first but it didn't matter. Their eyes lowered and closed and their lips were inches from each other they could feel their breath on each other's face.

**BAM! **

"I KNEW IT! OH NO YOUNG MAN YOU THINK I'M GOING LET YOU CORRUPT MY IMPRESIONABLE NIECE YOU'VE GOT ANOTHER THING COMING!" shouted Anna Watson busting into Mary Jane's room. Peter and Mary Jane quickly jumped apart and at the same time looked at Anna Watson as she stomped into the room.

"What….corrupt" Peter repeated confusion. Anna Watson grabbed him by the ear and pulled him off of the bed.

"OUCH! MS. WATSON HOLD ON!" he shouted.

"Oh no I'm too young to be raising grandkids out you go" she said pulling him by the ear towards the door.

Mary Jane couldn't help but laugh at his predicament, being yanked by the ear by her Aunt.

"See you at school MJ" Peter struggled.

"That's the only place you'll see her mister" Anna Watson said as they disappeared down the hallway and towards the steps leaving Mary Jane all alone.

"Bye" she whispered still staring at the door, she let out a sigh and then fell back on her bed and stared up at the ceiling, "Day by Day huh…..easier said than done….oy"

* * *

**Present- Parker Household**

Spider-Man landed on the roof of his house and stealthily climbed through the window of his attic and he dropped down to the ground.

'_So far things between Mary Jane have been….a little weird but we're managing….just taking it a day at a time'_ he thought to himself as he took off his mask and he shook it letting the rain droplets fall out and to the ground, once it was dry he walked over to a towel he had on the back of the chair and he grabbed it and began to wipe he wet face attempting to dry it as well. Peter tossed his mask to the ground and he began to take off the rest of his costume.

'_Let's see Gwen and I are good, MJ and me are...whatever, Liz and I are…..well…we're actually okay..' _he thought right as his mind shifted to the conversation he had with her a few months ago

* * *

**5 months ago**

Peter ran down the crowded hallways of Midtown High, he was on his way to his math class trying his best not to be late again, but as he rounded the corner he saw none other than Liz Allen conversing with Mary Jane, if you were to ask Peter when did Liz become one of his friends it would be a question he would not be able to answer, she just showed up one day and found a way into his circle and there she stayed and upon seeing her his mind went back to the promise he made to her as her friend, he would find Spider-man and ask him to search for her brother, but Spider-man didn't have to search for too long before the new and improved Mark Raxton found him. Peter let out a sigh as he looked at her.

'_I should at least tell her that I found him….I mean she was extremely worried, but how did I tell her that her brother is the golden crazy guy the news is calling the Molten Man'_ he thought to himself, '_Still though, I have to tell her something'_

Peter let out another sigh and decided to walk over to the two girls.

Mary Jane and Liz turned to the left when they saw Peter walking over towards them.

"Hey Pete" they said at the same time, they looked at each other for a second before turning back to him.

"Hi MJ, Liz….can I talk to you for a second?" he asked looking at Liz. Mary Jane took the hint and started to back up.

"I guess that's my cue, I'll talk to you later Liz…..Peter…uh…bye" she added quickly before turning around and walking away.

'_I've still got to square things with MJ too….it's on my to do list'_ he thought.

"So what did you want to talk about Pete…is it my brother Mark?" she asked anxiously.

"Yeah Liz it's about Mark" he answered.

"Well did Spider-man find him or what?" she asked with hopeful eyes. Peter looked into her eyes and he felt torn he wanted to tell her about her brother but at the same time he didn't want to break her heart or worry her even more so he did the only logical thing….he lied.

"Spider-man search for him high and low but…..he didn't find him" he said looking away.

"What?" she replied

"He told me to tell you that he's sorry but your brother has disappeared" he continued. Liz let out a sigh and then leaned against the wall.

"Oh God…..this is all my fault I should've stopped him, I knew he was gonna get himself into trouble…I knew it and I didn't do anything" she said bumping her head against the wall slightly.

"Liz don't blame yourself, you can't blame yourself for your brother's antics…"

"No I should because I knew he was going to do something stupid and I could've done more to stop him"

"You don't know that Liz and you shouldn't spend your time dwelling on that"

"What should I dwell on…the fact that my brother is missing, he's possible being held somewhere being tortured by some thugs he's pissed off or….worse he's dead in a ditch somewhere decomposing. I mean he was a jackass but he was still my brother" she said. Peter looked at her and he let out a sigh.

"You should dwell on the fact that…..Spider-man will do everything in his power to get your brother back….he'll keep looking"

"But you said he said that he searched hi and low for him already what makes you think he'll find him, better yet how does he even know if he's still alive?" she asked

Peter looked at her and then a memory passed through his mind

* * *

_Mark: Next time wall crawler….NEXT TIME!_

* * *

"Call it a hunch" Peter replied "But….Spidey can't do it alone, while he's searching maybe it would be a good idea for you to go to the cops and tell them what you know so they can do a missing person's report"

"Yeah….I'll do that after school….plus my parents will be back in a few days what do I tell them. Thanks Pete…you're a good friend and tell Spider-man that I said thanks too" she said pushing off of the wall, she gave him a quick hug and the she turned and walked down the hall in the direction that Mary Jane went just a few minutes earlier. Peter watched her go.

'_Find Liz's crazy golden brother…another thing for my to do list, I've got so much on my plate….God I need to start checking stuff off…"_ he started to think right before he caught a glimpse of his ex-girlfriend Gwen Stacy looking at him, she was coming down the hall but she stopped in front of a classroom. She cast a glance at him and her eyes lingered for second before she turned into the class.

'_Before the damage becomes unfixable'_ he finished still looking at where she went.

**BRINGGGG!** Went the bell.

"Great….I'm late…oy" he said out loud as he started to walk to his math class.

* * *

**Present – Parker Household- Attic**

"Damn…five months and still no sign of Mark…nothing. You would think a guy that's about 6ft and bright gold would stick out like a sore thumb, and yet he can disappear so well…go figure" he said folding his costume and placing it in the chest and locking it. He turned and began to head for the stairs out of the attic.

"Still though….I'll keep an eye out for him, no doubt I'll see him again, I just have to make sure I'm prepared" he said to himself as he hit the light switch and exited the attic.

* * *

Peter walked down the hallway until he reached his Aunt Room, he pressed his ear to the door and he could hear light snoring meaning that she was sleeping.

"Good" he whispered backing away from the door, _'I'm glad she didn't wake up…don't want to give her anything to worry about after we had our little chat'_ he thought turning and heading to his room.

* * *

He walked into his room and he shut the door, Peter eyed his bed, he crouched and then hopped into his bed. Once his body hit the soft mattress he let out a sigh of complete content.

"Oh bed how I missed thee" he groaned while getting comfortable. Peter's eyes were on the way to closing when his mind drifted to one last person, his best friend: Harry Osborn. He raised his head slightly once he thought about his friend. In the past five months Harry's attitude and behavior had begun to spin wildly out of control, it was almost like he was a completely different person. They had barely spoken and in the times they did speak it was only briefly enough for Harry to tell him he had better things to talk about. Peter scrunched his eyes up when his mind roamed over all of the things he saw wrong with his best friend. So far Peter had been chalking it up to Harry's father but it was time for that excuse to pass, it was time for someone to confront him about how he's been acting and treating his friends and since they were best friends the responsibility fell upon him.

"I'll talk to him and hopefully set him straight…tomorrow" said Peter laying his head back down on the pillow "But right now all I need is….. sleep" he mumbled as his eyes closed and he drifted off to sleep.

* * *

**Elsewhere: Later that night: Statue of Liberty**

Perched upon the head of the giant green Statue of Liberty was a man; A man that was far from ordinary. He was about 5'8 with a bald head, blue eyes, a long nose and wrinkly skin which made him looked to be in his 50s. The bald head man was garbed in a green and black body suit. On the chest area of the suit was a sleek looking mechanical harness that extended all the way from his torso to under both of his arms and under his arms and attached to the harness were dozens of razor sharp feathers of various sizes ranging from 3ft to 9ft long. From afar the bald headed man looked like a man sized bird and with his long nose he looked like a **Vulture**. The Vulture sat on top of the Statue of Liberty with binoculars secured on his eyes.

A smile of anticipation crossed his lips as he eyed the cargo ship carrying freight containers entering the New York Harbor. The vulture lowered his binoculars and he took a deep breath.

"Now to enact the second part of my revenge" he said to himself, he hooked the binoculars to the belt of his green and black body suit and then he stood up. The Vulture spread his arms and he dove off the head of the Statue of Liberty, he fell through the air but as he reached the halfway point he began to rapidly flap his arms like a bird. The mechanical harness gave a slight whirring sound and then like an actual bird flying through the air The Vulture started to fly. He flapped his wings and he directed himself upwards, he soared upwards and he spun through the air until he came to a comfortable height to where he could hover and not be seen. He hovered in his position flapping his wings for a second eyes glued to the container ship. Putting a grin on his lips he dove downwards towards the unsuspecting ship.

* * *

The Vulture flapped his wings making himself go faster, he twisted to the right and he flew around the ship until he eyed several men hovered around what looked like the control room. Once identifying the control room he thrusted his left wing forward and five razor sharp feathers shot out and towards the control room.

The five feathers sliced through the men and the control room with ease destroying the console and the electronics.

The ship gave a shudder before its slow crawl towards the New York Harbor became a brisk crawl. In small increments the ship began to speed up until it barreled into the harbor with extremely force.

**BOOOM! **went the sound, the containers that were being transport tumbled and crashed onto the front deck of the ship.

"HAHAHAHAHA!" laughed the Vulture in delight as he saw the ship crash, "Now for the icing on the cake" he said to himself. Flapping his wings he flew a little closer and he thrusted his right wing forward and only one feather shot out and hit the hull of the ship where the oil was located. The lone feather gave a beep before detonating and causing a grand explosion.  
**KABOOOOOOM!** The explosion rocked the ship destabilizing it and causing it to sink to the bottom of the water and the container freights followed along with it.

The Vulture proud of his work turned around in the air and flew away from the scene of the crime; he turned his head and cast one more glance at the fire and at the sinking ship.

'_Now you'll have to come to New York'_ he thought to himself turning his head and flying away into the night.

* * *

**Next Day: Friday-Parker Household: 7:00 am **

May Parker was downstairs finishing up her normal morning routine which consisted of making breakfast for herself and for her nephew. She set the plates of food on the table and then she took off her apron.

"PETER BREAKFAST HURRY BEFORE IT GETS COLD!" she shouted. May was about to sit down when she looked at the small TV in the kitchen and saw there was a news report on the station. She went over to it and she turned it up, just as Peter touched down on the bottom floor.

"Morning Aunt May breakfast smells great" he said going to his seat and sitting down.

"Thank you dear now hurry up and eat or you'll be late for the bus" she replied sitting down in her seat and then looking at the report.

* * *

_**TV**_

"_Good Morning New York I'm Michelle Burns bringing you your morning news our top story tonight there was an explosion at New York Harbor last night as you can see on your screen here. The Authorities are baffled by the cause of this explosion so far, it was reported that the explosion happened somewhere between 3:00 am and 3:30 am. The police are scouring the area as we speak to see if there are any survivors but so far there doesn't appear to be any, we got a chance to talk with Captain George Stacy of the NYPD and he's what we had say:_

* * *

_Captain Stacy: My officers and I are hard at work trying to find the cause of this explosion and we will let you all know the information as it is brought to our attention, if anyone has any information regarding the explosion please do not hesitate to contact us…thank you_

* * *

"_This just in we have just received a message from a source saying that the ship belonged to one Anastasia Hardy, the founder and CEO of the Hardy Foundation. An illustrious big name company that has made its money by being involved in Government defense manufacturing, pharmaceuticals, as well as Philanthropic activities, but more on that later…_

* * *

**Parker Household **

'_Weapons Manufacturer….could be competition for Vanessa…maybe this was a sabotage attempt'_ thought Peter while chewing on a piece of bacon, '_Knowing her, most likely, maybe this was the big thing DD was talking about'_

"Peter you better finish up you don't wanna be late for the bus, you've been doing so well with not being late I'd for you to….."

"Say no more Aunt May I'm gone thanks for the breakfast and have a great day at work" he said standing up, he gave his Aunt a kiss on the forehead and then he grabbed his book bag and he head out the door.

* * *

**Location Unknown**

"Such a filthy place….but this is the only place available" came the voice of Dr. Miles Warren. Miles was standing inside a large underground type of bunker that looked like it hasn't been used in decades. For the past 5 months he had been searching for a better place to conduct his research rather than at Oscorp. The prime reason being is that he wanted to keep his work away from prying eyes namely the ones of Dr. Stevens, she was a good scientist but he knew it was only a matter of time before she blabbed her mouth about his condition and his cloning aspirations to the new CEO of Oscop: Harry Osborn and that was something he didn't want to happen, so he began to scour the city for a better location one that he could work in secret and if need be hide from prying eyes but in the 5 months he hadn't found anywhere that was suitable, with enough space or any decent electrical support system. That is until today, it was by pure chance that he found the bunker he was currently inside. He had dug up some old architectural designs of New York and he noticed a black area under the city and it wasn't too far away from Oscorp or his apartment so he decided to inspect and it led him to the current space. Dr. Warren scrunched his face in disgust as he saw a rather large rat scurry across the middle of the floor and into a hole on the other side of the room.

"Ugh" he said as he walked forward eyeing all of the cracks in the foundations and the dust that covered everything. He tilted his head upwards as he heard the train roll pass overhead shaking the entire place. Putting his hands to his ears Dr. Warren continued his trek through the underground bunker; he eyed the water dripping through the cracks and the electrical wiring. After walking across the room he found himself in front an old elevator lift, Miles looked at the lift and saw that it only went one way and that was downwards. Deciding to take a chance he pried open the doors to the lift and he stepped inside, there was lever inside the elevator so he grabbed it and he pulled it forward. The lift shuddered and began to slowly and loudly lower down and further into the bunker. As he was being lowered Dr. Warren saw that there was another level and this level was considerably bigger and more spacious…exactly the amount of space that he needed for his plans.

"Okay…this could work" he said to himself as a smile found its way to his mouth.

* * *

**Oscorp: 8:15 am**

"Ladies and Gentlemen…..did I deliver or did I deliver. I know ever since the….unfortunate death of your predecessors, each of you had your doubts about throwing your chips in with a…..teenager but look at what this teenager has done with this company in just a mere 5 months. Oscorp has never been higher and your companies as a result have risen as well, I've had my people crunch the numbers and we're all 15% above the mark. Can you ask yourself when was the last time you saw product increase like that, the answer is never. None of you have ever seen an increase of this magnitude….not even when my father was head of this company, never could my father accomplish what I have, so Ladies and Gentlemen relax I have everything under control….there is nothing to fear. Now if you'll excuse me I'm late for School" came the voice of Harold Osborn. He was standing at the head of the Oscorp meeting table talking to several business associates; people that were investing the company. When he took the reigns of Oscorp there were doubts that a teenager could run the company but the OZ enhanced Harold quelled everyone's fear. Oscorp had risen above the ranks again as one of the world's top Weapons Manufacture right next to Stark Industries and Fisk Corp. The business people in the room had a pleased smile on their face after hearing his speech because he was right, they were skeptical about him but he has kept his word and they were all even richer….richer than his father could ever make them. Harold walked around the table and he headed for the double doors of the meeting room.

"I shall see you all at the Gala on Saturday night" he said over his shoulder as he exited the meeting room.

* * *

**Outside Oscorp Building**

Harold exited the building and the first thing he saw a black limo waiting for him. The driver of the limo got out and quickly opened the door him.

"Thank you" Harold said before slipping into the Limo.

* * *

"Good Morning Sarah" he said glancing at his assistant of sorts and head of the Oscorp science division Dr. Sarah Stevens.

"Good Morning Harry" she replied

"Doctor….what have I told you, my name is Harold not Harry and frankly I'm getting tired of repeating myself" he said turning to her.

Dr. Stevens caught Harold's gave and she let out a sigh. For the past 5 months she has been keeping a close eye on the young Osborn. So far since his Oz treatment he hasn't gone off the severe deep end like his Father: Norman Osborn but she knew it was only a matter of time. She could already see signs of problems in the future…particular his anger and short temper. The Oz was too dangerous a drug to be used on people and everyday since allowing it to be used on Harry she has been neck deep in guilt.

"Well Sarah…"

"I'm Sorry….Harold" she replied after a minute

"That's better. Now tell me what on the agenda for this week"

Dr. Stevens let out a sigh as she pulled out her notepad with all the activities that were planned.

"Well the two big things for this week are the Ribbon cutting event this Saturday at the Oscorp Center for Disease Research Facility that has finally finished construction, and there is the Annual Gala which is also on Saturday"

"Is that all?" he asked

"Yes"

"Good" Harold stated leaning back in his seat with a smile plastered on his face "Oh how I love being me"

Dr. Stevens cast a sad glance at him and then turned her eyes to her window.

'_I have to find a way to fix him…..but the question is how?_' she thought to herself.

The limo then drove down the street with the intentions of heading to Midtown High.

* * *

**Daily Bugle**

Ben Urich sat at his desk smoking a cigarette as usual. He took a long drag of his cigarette and he stared at the computer screen before him, on the screen were several sets of pictures of Spider-man; every single picture of him. Ben blew out a puff of smoke and he continued to stare at the screen because he had found something that didn't add up. He leaned closer on his desk and he hit the space bar. Several pictures of Spider-man flashed across the screen but these were pictures taken by professional photographers and each of their pictures were out of focus or just down right terrible and the reason they were terrible was because Spider-man just moved to quick and he would be at heights that it would be impossible for anyone to get and yet there was always someone able to get while maybe not a professional shot but a very decent shot of the elusive wall crawler.

"Peter Parker" Ben said to himself before taking another drag of his cigarette. Ben moved his mouse and clicked on another set of pictures all of which were taken by Peter at some point, "How in the hell are you able to get these pictures?" he asked no one in particular.

"I'M WASTING MONEY ROBBIE!" came the loud voice of J. Jonah Jameson.

Ben turned his boss's office and he shook his head, J. Jonah was always yelling about something. He turned his head back to the photos and he leaned back in his seat.

"What is the connection? Spider-man is a kid right…..maybe he knows him, goes to school with him. That's the only explanation as to how he could these pictures, He knows Spider-man and he knows where he's is going to be. I think its time Mr. Parker and I had a talk" said Ben putting his cigarette out in the ash tray.

* * *

**Later that Day: Midtown High: 12:45pm **

"When is Dr. McCoy coming back….I can't take much more of this" whispered Gwen.

"I don't think he's coming back anytime soon" Peter whispered back to her. The two teens were currently in their honors science class watching a movie on the ecosystem. Ever since Dr. McCoy's sudden leave of absence due to his mutant abilities returning, they have had a revolving door of substitute teaches who have done nothing but popped in videos and sat back and read the news paper. Their current substitute was the gym instructor and he was sitting back in the chair with his hat pulled over his eyes, if they listened closely they could actually hear him snoring.

"I thought the principle said he would be back"

"I wouldn't count on it Gwen I hear the gas leak explosion was pretty bad" Peter replied. While Peter knew the real truth the official explanation on Dr. McCoy's disappearance was that he was in a terrible gas explosion at his apartment and that he was terribly injured and confined to an upscale hospital in Westchester, New York.

"You're probably right, but I don't understand why would he be transferred to Westchester…..that makes no sense"

"Uh…I hear the reason is because he has family there, trust me he'll be in good hands Gwen" Peter replied with a smile.

"I hope so. Meanwhile we're stuck watching movies everyday"

"It could be worse Gwen, the principle could've funneled us back into regular science classes" he said turning to her. She gave a slight shudder.

"Good point" she replied.

**BRINNGG! BRING!** Went the sound of the bell ending the class period; the students quickly gathered their belongings and hurried out of the class.

* * *

**Hallway**

Peter and Gwen walked side by side down the hall in a comfortable silence, they neared a group of students who were loudly talking about a topic that was on the mind and has been on the mind of every teen for the past month and a half…Flash Thompson's end of the year House Party. For weeks Flash has been handing out flyers and spreading the word throughout the whole school about the party and now the day of the party had finally arrived and Peter and Gwen could feel it in the air. No one was really focused on school they were all ready for the party that was sure to be a hit because anyone who was anyone was going to be present.

The two passed the group of students who were excitedly talking about what they were going to wear. Peter shook his head and then turned to Gwen.

"So, you heard about Flash's party"

"Who hasn't….you're not thinking about going are?" she asked

"I wasn't invited and even if I was Flash is a jerk so I wouldn't be caught dead at his party. How about you"

"I wasn't invited either and plus… Johnny and I are going to the movies tonight" she said. Since they began talking to each other again they've been able to talk about everything except….her relationship with Johnny Storm. It was a topic that they still danced around a bit but they were managing.

"That sounds…nice" Peter replied putting a smile on his face despite the fact that he wanted to scream.

"Hopefully it will….."

"Gwen Stacy….just the girl I wanted to talk to"

Peter and Gwen turned to see Flash Thompson and the rest of his goon squad stroll up to the pair. The two glanced at each other for a second before turning back to Flash.

"I can't say the same to you Flash, I would rather get a root canal" she replied looking at him.

"HAHAHA You see guys she has a sense of humor to go along with that pretty face. You know something Gwen you would look 10times hotter if you lost the glasses and put on some make up"

"And you know Flash you would look even better if you didn't have a Horse's ass for a face" Peter chimed in.

"Quiet Parker!" Flash snapped

"What do you want?" asked Gwen in an exasperated tone.

"Glad you asked, I'm sure that the both of you have heard about my end of the year Party tonight, its gonna be big and I was wondering….."

"Pass" Gwen said getting ready to turn.

"Wait…hold on….hold on I really what you to be there"

"Why?" she asked

"Because you're cool and…"

"I'm cool huh….are you sure this doesn't have anything to do with the fact that I'm dating Johnny Storm"

Flash looked at her and smirk found its way to his lips. While Peter and Gwen tip toed around the subject of her and Johnny, it wasn't exactly a problem for the rest of Midtown High. A few months ago it was discovered that she was dating him and since that discovery her level of popularity skyrocketed. For two months straight she was hounded day and night not only by media outlets but her fellow students as well, it was only by sheer luck that at around the same time the media found something else to focus on, namely the Avengers Mansion being attack by a group of villains known as the Masters of Evil, and they were led by an old enemy of Captain America by the name of Baron Helmut Zemo. So thanks to the Masters of Evil the news of who Johnny was dating sort of fell to the background, at least in the media. She was still hounded but it was mostly by the female populace who were very jealous.

"Okay you got me there I was hoping that the two of you would maybe stop by and…."

"Like I said Pass" she replied to him.

"Well at least take a flyer you might change your mind" he said quickly before grabbing a flyer from Kong and shoving it into her hands. Gwen let out a sigh and reluctant took the flyer. She and Peter turned and was about to walk away when Flash called out to them again.

"Hold on"

"What now?"

"Parker….here take a flyer" he said in a bored tone.

"Oh Flash really….golly gee you're inviting me to your party…..thanks but no…"

"Get real Parker I'm not inviting you I want you to give this flyer to Spider-man seeing as how you take his picture and all, it would be awesome if he stopped by" said Flash before giving Peter a flyer.

"Let's go guys"

Peter and Gwen watched as Flash and his goons turned and walked away.

"Well, it looks like one of us was invited" said Peter.

"No I wasn't invited…Johnny was" she replied while resuming her walking.

* * *

The conversation between the two went quiet as they continued on towards their lockers, after a while though the silence was broken by Gwen.

"Are you gonna tell Spider-man about Flash's Party" she asked glancing at him.

"Trust me when I say this Gwen…Spider-man has other…important things on his mind besides a party"

"Like what?" she asked.

**SLAP!  
**Peter and Gwen looked up as they heard the sound and they saw Harry with his head tilted to the side slightly and Mary Jane shaking her hand. Harry turned his head and smiled at her and then he walked away leaving her standing there.

"I'll talk to you later Gwen" he said walking away following Harry. Gwen watched him go and she turned to Mary Jane who was still shaking her hand. She wasted no time in making her way over to her friend.

* * *

**Gwen and Mary Jane**

"Ouch" Mary Jane whispered.

"Hey MJ, what the hell was that all about?" asked Gwen.

"Harry….no excuse me Harold comes over here and tells me about some company party that's happening Tomorrow night and that I should wear a black dress because it exudes power and strength and because it has a slimming effect and he went on to say something about when we go to the Party or whatever I'm not to say anything to embarrass him"

Gwen scrunched her face up and stared in the direction that Harry walked off in.

"What the hell is wrong with him" the two said at the same time.

* * *

**Peter and Harold**

"Hey Harry hold on a second" said Peter running towards his best friend and standing in front of him. Harold glanced at him and then came to a stop.

"Ah…hello Peter…..my friend how can I help you?" he asked.

"Uh you can start by telling me what the hell was that back there with Mary Jane"

"That….Well she took a comment I made to her the wrong way" he replied with a shrug of his shoulders.

"Harry you've been very different for a while now and you've been neglecting and alienating all of your friends, we've all been very patient but I think it's time you told me…us what the heck is going on with you" Peter demand while looking Harold in the eyes. Harold's eyes narrowed slightly at the tone in Peter's voice, he took a slight step forward so he was standing real close to his friend.

"Careful….friend, that sound like a demand" Harold said in a low voice.

"What if it was" Peter counted.

Peter and Harold continue to star each other down but Harold put a smile on his face and he let out a dry laugh.

"Wow Peter for a second you had me going…you making a demand and attempting to be tough...HAHA. Listen…there is nothing wrong with me…it's your imagination now if you'll excuse me I believe I have a useless class to attend" he said patting Peter on the shoulder and then walking around him.

"Harry stop, there is something wrong with you…..ever since your Father went crazy you've been…" Peter started.

Quicker than he could react Harold whipped around and grabbed him by the front of his blue shirt and shoved him into the wall and held him there tightly.

'_His….grip….so…strong…..too strong.'_ thought Peter looking down at the offending hand, he could feel himself being lifted off the ground a little. Peter glanced back up into Harold eyes and he saw a familiar glint within them. Staring into his best friend's eyes Peter had a flashback of himself fighting the Green Goblin.

"Don't….ever….mention my Father's….predicament to me again, is that clear. My father didn't go crazy he did what was necessary to achieve a goal. He was….is a great man the likes of which you'll never become. This is your first and last warning…friend" said Harold before releasing Peter from his grasp. He straightened the suit he was wearing and turned and walked away.

Peter took a few breaths to steady his quickly pumping adrenaline and he stared after his friend.

'_Okay….now I'm worried…does he…could he have super strength' ' _

* * *

**Later: 7:45pm: Watson Residence **

The sun had fallen and nighttime was beginning to roll in and almost everyone was getting ready for Flash's end of the Year House Party. Everyone except for a few certain individuals, the first of which was one Mary Jane Watson. She was sitting in her room on her bed leafing through an old photo book that she had started a while back. Her eyes lingered on a photo of herself and Harry; it was on a day where they decided to skip school and head to Coney Island. She gazed at the smile on his face a smile she hadn't seen in a while.

"What is going on with you?" she asked quietly

**SCREECH! HONK! HONK! HONK!**

Mary Jane's head shot up as she heard the loud honking, she got out of her bed and she went to the window that overlooked the front of her house and she peered outside. Her eyes lit up as she saw Liz parked outside in a red convertible. Mary Jane lifted her window and poked her head outside.

"OH MY GOD! IT'S GORGEOUS!" she shouted.

"I KNOW!" Liz shouted back jumping out of the car and walking towards Mary Jane's window, "Come on are you ready yet I believe we're late enough"

"What are you talking about?"

"Flash's party duh….I know you didn't forget"

"…No, it's just….I'm not really in the partying mood"

"Since when"

"Since…." She started before letting out a sigh, "You know"

"Harry…..Yeah he's been crazier than usual and I don't know what's up with that but sitting in your house dwelling on negative emotions is not good for your health, you're too young to be stressed MJ…so come on" said Liz

"I don't know…."

"Mary Jane I'm your friend so trust me when I say this…you need a distraction from all of this relationship drama….and what's a better distraction than a good ol' fashioned House Party…..even if it's being thrown by Flash" said Liz with a smile.

Mary Jane shook her head and let a smile cross her lips, Liz had a good point, and she needed to think about something else rather than all of the negative stuff she's been dwelling on for the past couple of months. She needed to do something fun. Her smile only grew as she started to get excited about the Party.

"Okay hold on….let me get dressed" she said but before she went back inside she looked down the street and her mind then drifted to someone else that needed to have some fun.

"Hey Liz…before we go….we have to make another stop"

* * *

**Down the Street: Parker Household**

Peter was laying down on his bed staring up at ceiling deep in thought about several things but the most prominent thing on his mind was his confrontation with Harry earlier in the day.

'_His….speed…Harry never could move that fast and even then I would have been able to….. and his…..strength….and…. his eyes…those eyes'_ he thought. Peter sat up in his bed and he sucked in a huge breath as he thought about the look in his friend's eyes a look that reminded him of the Green Goblin. The more he thought about Norman Osborn the more he thought about Harry's behavior as of late, whereas before Harry was a warm type of person that exuded friendship, he as of now was somewhere more close to someone who oozed power and fear. The more his mind roamed over Harry the more his mind started to turn to a dark place.

'_This change didn't take place until after….his father got put away. What if Harry found some of his Father's crazy sauce and he….NO NO NO Come Harry wouldn't do that…he doesn't know anything about the OZ, how could he…but let's assume that he did…and he and he took some of it and now he's….turning into his Father'_ Peter thought with wide eyes. Upon the realization of where his mind was taking him he jumped up from his bed and he began to pace the floor anxiously.

"NO NO NO I refuse to believe that" he said strongly but the more he thought about it the more the pieces fit in, "Maybe he's been hitting the gym….come on Parker you're jumping to conclusions here, you have no proof….no hard evidence. Just…Just…..get your mind off of…."

**KNOCK! KNOCK! **

Peter turned to the sound of the knocking on his door, he walked over towards it and he opened it.

"Hiya Tiger" said Mary Jane.

"MJ….what are you doing here?" asked Peter with wide eyes.

"To get you….come on, you're coming with me" she stated walking into his room; she got behind him and began to push him out of his room.

"Wait….what…where are we going…..and I have to tell my Aunt….." he started.

"Already taken care of Tiger…come on, time to throw our cares to the wind and have some good ol' fashioned fun…trust me we all need it" she said pushing him along.

"Wait…what" he said again.

* * *

Mary Jane continued to push Peter down the hall and then all the way down the steps and towards the front door.

"Have a good time at the movies dear" his Aunt said from dinner table. Peter looked at her and then at a smiling Mary Jane.

"We will Mrs. Parker…come on Pete we don't want to be late" she said pushing him out of the front door.

* * *

Peter eyed the red convertible that had Liz Allen behind the wheel.

"Oh my God Liz….where did you get this car from?" he asked.

"The only good thing about my Brother disappearing is that my parents believe he ran away because of them so in an effort to keep me around and keep my happy they bought me a car" she replied, "So are we going or not"

"Get in Pete" said Mary Jane hopping into the passengers' side

"Where are we going?" he asked opening the door and getting into the back.

"Flash's Party Duh" Liz replied

"WHAT!" shouted Peter.

Liz slammed her foot on the gas pedal and the convertible gave a loud screech before zooming down the street and into the night.

* * *

**Manhattan- Movie Theater**

Gwen Stacy stared at the large movie screen before her completely enthralled in the movie that was playing. She had a slight smile on her face as the man and woman on the screen were about to kiss but just as their lips touched she heard a light snoring sound. Breaking for her small trance she glanced to her right and saw her current boyfriend Johnny Storm fast asleep. He had his had pulled over his face and head tilted to the side, Gwen looked at him and shook her head, she nudged him with her elbow and he jumped up and looks around. Gwen suddenly stands up from her seat and she begins to make her way to the aisle and then out of the theater. Johnny looks at the screen and then at Gwen's retreating form, he gets up from his chair and he follows her out.

* * *

**Lobby**

"Hey Gwen where are you going the movie was just gettin good" he said catching up to her.

"Oh please, you're not fooling anyone Johnny you were sleeping" she replied with a smile on her lips.

"Ugh okay you busted me I was sleeping but I mean come on it was a chick flick"

"It's not a chick flick, it's a drama about a man and a woman desperately struggling to…" she started before seeing Johnny's expression, "Okay…it might be a chick flick but I really wanted to see it"

"I know which is why we're here….but you know Gwen, lately we've been doing a lot of stuff that only you like to do"

"What….name them" she replied

"The Museum of Modern Science, The science fair, the Hall of weird Science, Theories of the Big Bang lecture, and that Stark Expo thing….."

"Hey you said you like that Expo" she interjected.

"Only because Stark had all of those women in bikini's practically everywhere"

Gwen smiled and then rolled her eyes; she folded her arms across her chest and looked at Johnny. She had to admit he did have a valid point they've only been doing things that she enjoyed, she kept forgetting that even though Johnny spends his time around people that liked science he himself didn't find it very interesting.

"What about that long walk in the Park" she said remembering that they took a walk in the park a few days ago.

"Okay I admit that was nice but Gwen…when you can fly walking seems pointless"

"….You're right" she said after a minute, "We have been doing stuff that only I like, there needs to be a balance in this relationship. So what do you want to do?"

Johnny smile grew bigger on his lips as she asked him that question

"I want to PAAARTAY! Let's go to a club I know a spot nearby"

"A club" she replied

"Yeah, you know where people dance and have a good time" he said.

"Yeah I know…it's just….I'm not one for clubs"

"Really"

"Yeah….at least clubs in New York, the clubs in California are better"

"How would you know?"

"I'm from California" she replied

Johnny reeled back slightly at that revelation

"Really"

"Yeah, I didn't tell you"

"No"

"Oh, well I am and….God I can't believe I'm considering this but I might know where a house party is happening…right now"

"Sweet let's go" he said taking a step but he saw she wasn't moving "What's the problem"

"It's at the house of the biggest jerk in our class and the only reason why he invited me is so I would tell you and you would come"

"So why did you tell me?"

"Because you wanted to go to a party" she replied

"You're afraid this is gonna turn into the Johnny show right and people will flock to me and I'll forget about you" he stated looking at her and smirking.

"What...no…okay maybe. It's just that since it came out that you and I are dating the attention has been kinda"

"Crazy" he finished "Yeah I know and I'm sorry about that, it kinda comes with the territory of dating a world class hero such as myself, the important thing you should remember though is that none of that celebrity stuff is more important than you. So despite the fact that I want to turn this house party into a scene from Almost Famous….being **the **Human Torch is the farthest thing from my mind tonight. Right Now I just wanna be plain old Johnny Storm and I wanna go dancing with my beautiful and brainy girlfriend" he said with a smile.

Gwen looked down at the ground trying to hide her slight blush and then she looked back up at him.

"So we going or not?" he asked

Gwen nodded her head reached into her pocket and he pulled out the folded up flyer that Flash had given her earlier that day and she read off the address. Johnny smirked and then quickly scooped her up in his arms.

"JOHNNY!" she shouted.

"Hold on"

"What about keeping a low profile and no human torch?" she asked.

"Do you see me in uniform and If we wanna get there with enough time flying is the fast way to travel" he replied before igniting his feet. Johnny with Gwen in his arms lifted up off the ground and flew away.

* * *

**Queens, Middle Village **

"Wow….I didn't know Flash was Rich" said Peter.

"He's not…this is his Aunt's house. He told me once that she was crazy rich" Liz replied turning off the engine to her convertible.

"Looks like the party is in full swing...let's go" came Mary Jane's voice opening the door and stepping out.

The three teens had parked a few paces away from the very big and elegant looking brick house. The house had a beautiful green lawn with a small garden on the left side of the house, there was a large oak tree in the lawn as well doing nothing but adding to the beauty of Flash's Aunts house.

Mary Jane, Peter and Liz began to walk towards the brick house that had dozens of teens and young adults standing on the beautiful lawn. They could see people coming in and out of the house and they could hear the music blasting loudly. Peter eyed the people standing around the lawn laughing, talking, dancing and drinking out of red plastic cups.

"Hey I thought this was a party for people at our school" he said while they walked up the lawn and through the throng of people towards the front door.

"It is" Liz replied

"Are you sure because I don't think they go to Midtown High" said Peter looking at some of the men and women who looked quite older than them. Mary Jane and Liz looked at them as well.

"Well it's supposed to be" she said under breath.

The three open the door and the music hit their ears as did the rowdy shouts of joy from the people inside. Mary Jane and Liz smiled at all of the noise and of the people having fun while Peter covered his ears a little. They proceeded further into the large house and through the crowd of people.

* * *

Peter glanced around the elegant interior of the house and everywhere he looked he saw partygoers partying. Jumping up and down and dancing wildly with each other. The red plastic cups were everywhere. Peter looked towards the kitchen and he could see several silver beer kegs. Some guys were filling a few cups to the brim with beer from the keg's tap and giving them to some girls and other guys who were standing nearby, they grabbed the cups and started to greedily chug the beer.

Peter shook his head and turned to the left looking for Liz or Mary Jane but to his surprise they were gone.

'_Where did...'_ He started before looking over towards the living room where most of the dancing was taken place and he saw the two of them. They had immediately taken to the floor and happily move to the music. Peter leaned against the wall and he watched the two of them dance; it wasn't long before a few of the guys found their way to the two of them and Peter couldn't help but smirk.

'_Look at the two of them, cutting loose and having fun'_ he thought his eyes drifted away from them and at the other people in the house, _'….and me over here on the wall…I know what Mary Jane was trying to do…but I can't stop thinking about Harry…could he really have taken the Oz. No…there you go with the jumping to conclusions again..._'

"Hey"

Peter was broken out of his inner monologue by a voice. He turned to the right to see a familiar face.

"Hey…it's been a while…Peter right"

"Yeah…uh…uh…..wait a minute Lana, it's Lana right" Peter replied final recognizing her face, Lana Baumgartner, the cute girl he met at Dr. Sofen's office 5 months ago. He didn't recognize her at first because she looked completely different, for one her hair was shorter and a different color it was now light blue and black, she had light blue eye liner on the edges of her eyes. She had on black lip stick, a silver stud was below her lip but right above her chin, she had on a tight dark blue shirt, a black skirt, and black boots. Despite her overall new Goth like appearance she was still very attractive.

"Oh you do remember me" she said playfully.

"I almost didn't recognize you…last time we met you had brown hair" he replied

"Yeah I know, I'm kinda going through a phase" she replied pulling out a pack of cigarettes and grabbing one and lighting it; She took a drag and then blew out the smoke.

"Well, with the cigarette I'd have to say the James Dean phase. Rebel without a cause"

"Mmmm….closer to Charlie Sheen…. I just don't give a F&^%" she replied with a smile taking another drag.

Peter smirked at her answer.

"How did you find out about this party?" he asked curiously because he knew for a fact that Lana didn't go to Midtown High.

"I got an email few days ago….It said Party in Queens…I didn't have anything better to do so me and my best friend said what the hell. How did you find out?" she asked blowing out some smoke.

"I go to school with the guy that's throwing this party"

"Cool." She stated, Lana glanced at the dance floor and then back at Peter, "So….why aren't you out on the floor dancing"

"I…I have a lot on my mind" he replied rubbing the back of his neck

"Correct me if I'm wrong but isn't that why you're here, to forget about your troubles"

"Well I was kinda dragged here by my friends and this thing that's on my mind is kinda big and it's weighing heavily on me and I don't know what to do about it…"

Lana listened to him and she took a few more drags of her cigarette and blew out the smoke. She took the remainder of her cigarette and placed it in the cup of a guy that was walking past her and Peter.

"HEY!' the guy shouted

"F*&^ OFF!" Lana shouted at him and then turned back to Peter; she grabbed him by the front of his shirt and began to lead him over to the living room.

"Wait…what are you…" he started.

"Peter you know what you need….you need to relax, whatever the problem is you can handle it, tomorrow, right now….time to dance" said before beginning to move to the music. Peter swallowed nervously, he was good at a lot of things…but dancing wasn't one of them, but he couldn't let her know that.

'_It's not like she isn't going to find out….move Parker do…..something'_ Peter thought to himself as he stood awkwardly on the dance floor.

"Are you gonna start dancing soon" she asked as she turned around and continued to move her body against him.

"Just waiting for the beat" he offered lamely, '_OHGODOHGODOHGODOHGOD! I CAN'T DO THIS!_' he thought anxiously. He started to sway back and forth but he could see some people throw him a look and that only made his anxiety shoot up even further, '_I CAN'T DANCE…..I CAN'T DAN…..whoa'_ he started to think before a familiar eerie feeling crept along his spine, but it wasn't the normal urgent feeling that his spider sense usually gave off that ended up putting his body in hyper awareness, this one was more along the lines of gentle nudging, nudging that he found himself compelled to follow. Peter instinctively began to move his body in a way that not only matched the music but Lana's movement's as well, his hand slowly snaked around her waist and pulled her close to his body all the while still staying in sync.

'_Is my…..Is my spider sense teaching me how to dance'_ Peter thought and he continued dancing with Lana. She switched up and turned back around to face him and thanks to his spider sense he didn't miss a beat_, 'IT IS!"_ he thought happily '_What do ya know a new ability..hmph….if being Spider-man doesn't work out I might have a future career as a back up dancer. The Amazing Dancing-Spider'_ Peter thought while a smile formed on his face as the music turned up and he continued to dance.

* * *

**2 hours later**

Mary Jane and Liz were resting against the fireplace trying to catch their breaths from the dancing they had just finished doing and as they were resting Flash walked up to them with a girl hanging off of his arm.

"LADIES! Enjoying yourselves so far" he asked excitedly with a smile plastered over his face.

"It's a good party so far" said Mary Jane eying the girl, "Flash where the hell did these people come from because they do not go to Midtown High"

"It's Kong's fault, his inability to understand social media….He was suppose to send an email out to just to our school but he screwed up and sent an email out to practically every school in New York, and even to some Universities but under the circumstances I'm not complaining this party is awesome, I'm gonna be a legend" he continued.

Mary Jane and Liz glanced at each other before laughing.

**CRASH!** Flash whipped around to see a destroyed mini-statue of Buddha on the floor, his eyes widen in shock and he stormed over to the guys who were laughing.

"HEY! THAT BELONGED TO MY AUNT YOU JACKASSES!" he shouted.

"Legend huh" said Liz watching him go, "More like legendarily grounded"

"Hey where's Peter?" asked Mary Jane looking around.

"I don't know I lost track of him when we started dancing" Liz replied.

Mary Jane searched the crowd with her eyes but it was no use the crowd was too big, there were too many people. She jerked her head a Liz indicating that they should go look for him. They both pushed off the wall and started through the crowd.

* * *

The two girls pushed their way through the people carefully trying to stay out of their dancing path. Mary Jane stepped out of the way of a girl and a guy that was dancing backwards, her eyes roamed over the two and recognition passed across her face.

"GWEN!" Mary Jane stated in shock seeing her friend at the party, her eyes then went to the guy she was dancing with, he had a hat over his head pulled down low, but Mary Jane lowered her head and recognized the face of Johnny Storm.

"John….mmph" started MJ before Gwen lunged forward and slammed her hand over her mouth.

"Shhhhhh…we're trying to keep a low profile" she said hurriedly looking around to see if anyone heard her but no one was paying attention everyone was in their own little world.

"Oh my God Johnny" whispered Liz before lunging at him and wrapping her arms around his neck.

"Gah!" he gasped at the sudden added weight on him, "Hi…Liz right" he said with a smile

"You remembered my name…you are so hot" she said in his ear.

"Thanks" he replied attempting to pry her off of him but she had a firm grip. Gwen and Mary Jane both shook their head at Liz's antics.

"What are you doing here?" they both asked at the same time.

"You First" they said again, the two friends smiled at each other.

"I'm here because I'm tired of thinking about Harry and how he's been lately, whatever is going on with him is his problem and I wanted to have fun tonight" she said to her. Gwen shook her head understanding where MJ was coming from.

"That's kinda why we're here too…Johnny wanted to have fun and go to a party" she replied folding her arms across her chest.

"I never thought you would go to a party thrown by Flash"

"Normally I wouldn't be caught dead here but Johnny brought up an interesting point, we're always doing stuff that I like to do so I figured…."

"You'd take one for the team" finished Mary Jane

"Sorta…" she replied turning back to Johnny who had finally managed to pry Liz's arms from around his neck.

"Peter is gonna be shocked to see you guys" said Mary Jane offhandedly

"What…Peter is here?"

"Yeah he is" Mary Jane replied

* * *

**Balcony: Same Time **

Peter and Lana were standing on one of the Balconies in the house talking amongst themselves. They had stepped outside to get some air and cool down from dancing…and maybe to get some privacy. Lana took a sip from the red plastic cup and she set it down on Balcony railing and then looked at Peter.

"You are a good dancer" she said to him leaning against the railing she took a drag of her cigarette and then blew out some smoke.

"Thanks" he replied '_And thank you Spider Sense my favorite Spider power'_ he thought to himself taking a slight step forward and towards her, "I'm full of surprises but you know it also helps….if…you have the right dance partner" he continued while rubbing his neck again.

Lana smirked at his nice comment. She took another drag and then flicked her cigarette over the balcony. She blew out some smoke and pushed off the railing and took a slight step forward herself, which brought the two teens very close to each other. They started to lean closer and closer until Lana suddenly grabbed him and brought him in for a kiss. Peter was caught off guard slightly but he quickly started to kiss back. He could smell and taste some of the smoke from her cigarette but he didn't mind as much as he thought he would….at least not while they were in a lip lock.

'_She is a good kisser…..block out the smoke'_ he coached to himself. They stood there kissing for a long minute until they were interrupted by the balcony doors opening.

"LANA! There….you…..I'm sorry I didn't know you were occupied….hi" came the voice of a blond haired girl.

Lana and Peter broke apart and turned to the right. Peter's eyebrow rose slightly as he looked at the girl he assumed to be Lana's friend. The girl was about 5'6 with short blond hair; she had blue eyes with black eye liner around the edges, red lipstick, a fair skin tone that made her look to be about 18, and she had a slim build. She was wearing a long sleeved black shirt with a blue short tank top over it; she had on a black skirt and black boots similar to the ones that Lana was wearing. While Lana had a rebellious feel to her, the girl before him had a more playful aura about her and her smile only confirmed that feeling.

"Boy you sure do work fast Lana…and he's cute too"

"Tabby what the F&^# are you doing can't you see I'm in the middle of something" Lana snapped.

"Who is this?" asked Peter.

"You remember that friend I mentioned earlier this is her…Tabitha Smith"

"You can call me Tabby cutie" she said walking towards the two

"Nice to meet you Tabby I'm Peter Parker"

"No way…you're that guy who takes photos of Spider-man. Uh Oh Lana you bagged the guy who takes pictures of the hottest guy I've ever seen in Spandex" said Tabitha in a dreamy voice.

"Uh…it's not really Spandex" Peter threw in "Its more like long johns" he joked

"Well whatever it is makes his butt look…."

"Tabby…my question could you answer it first before you head into one of your Spider-man fantasies" Lana interjected folding her arms across her chest.

"Right….look we have to go…and I mean right now" she said seriously

"Why?"

"Because Morrie is here" Tabby answered.

"S*&^" Lana responded.

"Whose Morrie?" asked Peter curious about the sudden change of mood between the two girls.

"My abusive ex-boyfriend" Tabby stated turning away slightly.

"It was a big thing Peter they've been over for about a year and a half now, but if he's here then it's probably time for us to go. I had fun tonight…and I would like to do it again sometime" she said to him. Lana looked down at her skirt and she reached into one of the pockets and pulled out a small black lipstick bottle. She opened it and then grabbed Peter's hand and began to scribble some numbers into his hand. Once she finished she closed the bottle and then looked at him.

"Call me" she said quickly kissing him on the lips, "Let's go Tabby" she continued while turning and making her way back inside. Tabitha pushed off of the railing and walked after her friend.

"Tell Spider-man I'm available" she said over her shoulder before winking at him and walking away.

Peter shook his head and then looked down at the number in his hand and he smiled, he stared at it and committed the number to memory.

"Maybe tonight was a good idea after all"

* * *

**Downstairs**

Lana and Tabitha made their way down the steps and began to push their way through the crowd and towards the door, but right before they could reach the exit Tabitha felt someone grab her by the arm and twist her around. The sudden twist made her gasp and it was heard by Lana who stopped and turned to see Tabitha's ex-boyfriend Morrie Bench standing there.

Morris Bench stood at 6'0 and he looked be about 22. He had wavy blond hair, light blue eyes and a dark even skin tone. He had a strong build that suggested that he worked out heavily, he was wearing a dark blue T-shirt that clung to his frame and he was wearing brown pants and black shoes.

"Whoa were you going girley you're not running away from me are you?" he asked in a dangerous tone, he had her hand in his hand and he was squeezing it slightly.

"What if I was…..you jackass" Tabitha replied trying to yank her hand out of his grip.

"You know I hate it when you run and when you call me names Tabby" he replied squeezing her hand a little bit more.

"Back the F*&^ off Morrie" said Lana

"Shut up…this is all your fault anyway. You and your stupid little whispering in her ear, Tabitha it's time to come back and live with me I promise I'll be good to you this time"

"He's lying Tabby don't listen to him" said Lana

"I SAID SHUT UP!" shouted Morrie swinging his hand and smacking Lana in the face and knocking her down to the ground.

All of the music stopped upon hearing the yelling and the smack, everyone turned to what was going on, but Morrie paid them no attention. He turned back to Tabitha and he looked her in her eyes.

"We can be together again…a lot has changed since we broke up….I'm like you now I'm a mutant" he said to her. Tabitha's eyes widen at the mention of him being a mutant.

"HEY!"

Morrie turned to see Flash, Kong and Leo coming up behind him.

"This is my party and what I say goes and I'm telling you to let her go and get the hell out of here" Flash said forcefully.

Morrie looked at Flash and then smirked, he rolled his eyes and he turned back to Tabitha and he let her go.

"Let me show you how different I am Babe" he said to her.

He straightened up and then held up his hand and suddenly his whole arm turned to clear blue water. He whipped his arm around at Flash and his friends and knocked them back and to the ground.

"MUTANT!" someone screamed out loud.

"RUN YOU IDIOTS HUMANS! MUTANTS ARE THE NEW WORLD ORDER!" he shouted as his lower body turned to a column of water.

"AHHHHHH!" shouted the teens and young adults as they all dropped their cups and clamored out of the house. Flash and his friends scrambled to their feet and ran for the nearest exit as well.

* * *

**Balcony**

Peter was still standing on the Balcony looking at Lana's number in his hand, he let out a sigh and then a smile.

"AHHHHHHHHHHHHHHH!"

His head shot up at the sound of the shouting and crashing. Peter turned his head and he looked over the Balcony to see people making a mad dash out of the house. Peter turned and then ran through the Balcony doors and back into the house and to the stairs and he looked down. His eyes widen as he saw Morrie Bench, he instantly grabbed his shirt getting ready to pull it off but then he was struck with a thought.

'_Damn…..I don't have my costume' _hethought to himself_ 'oh well…looks like it's Peter Parker to save the day'_ he thought looking at Morrie and trying to figure out what to do.

* * *

Morrie thrusted his hand forward and a stream of water shot out and hit a few of the running partygoers violently knocking them down or into a wall.

"MORRIE STOP IT!" shouted Tabitha, but her words fell upon deaf ears and he kept demonstrating his new powers.

* * *

Gwen, Mary Jane, Liz and Johnny ran out of the back doors and into the backyard.

"You girls okay" he asked taking off his that, they each nodded their heads but he could see the fright in their eyes.

"You'll be safe here"

"Johnny what are you doing?" asked Gwen.

"Sorry Gwen but its hero time" he replied kissing her on the lips and then rushing back inside.

* * *

**Inside**

Morrie turned around to Tabitha and Lana

"You see Tabby…I'm now like you….we're perfect for each other"

"Dream on Psycho" she replied "I told you it was over between us…GET THAT THROUGH YOUR THICK HEAD!" she shouted.

"RAH!" he shouted holding up his giant fist made of water.

"FLAME ON!"

Morrie turned to see the Human Torch flying towards him; Morrie quickly shifted and swung his arm at Johnny. Johnny thinking his fire would burn through the water did nothing to get out of the path. The fist of water hit him hard and sent him flying back into a wall scorching it a little and sending a light gust of steam everywhere. Johnny slid down to the ground drenched in water, and to his surprise his flames had been put out.

"That's not good" he said to himself.

"The Human Torch…..time for you to meet **Hydro-Man**" said Morrie before held up both his hands and two high powered streams of water shot out and hit Johnny square in the chest. Morrie kept the stream of water focused on Johnny and he could hear him spluttering and choking on the water.

"HEY HYDRANT MAN!"

Morrie turned to the right and he saw Peter standing there with his hands behind his back.

"That's Hydro-man Jackass"

"Whatever it's time for you to chill out" he said removing the Fire extinguisher from behind his back. Morrie's eyes widen as the cloud of chemicals from the extinguisher hit him full on. While the extinguisher chemicals were designed to put out fires the dry powdery chemicals within still reacted to the water.

Morrie could feel his body violently reacting, he was slowly down he could feel each of his water Molecules mixed with the powder causing him to slow down making it harder for him to move almost like it was freezing him in place.

Peter kept blasting him with the fire extinguisher making him back away from the drenched Johnny.

'_Spider-sense'_ thought Peter.

Suddenly the fire extinguisher was knocked out of his hand by a whip made of water. Morrie had gathered as much of his water as he could and knocked the extinguisher away, he raised his right hand and a fist of water shot forward and hit Peter in the chest knocking him back and into the wall where he slid down to the ground next to Johnny.

Morrie growled to himself as he looked at the two of them

"You two are Dea…." He started before several glowing lights caught his eyes, he looked down to see five glowing balls next to his feet, his eyes widen as he saw them glowing brighter and brighter.

"TAB…." He began to shout before the balls exploded and blew him apart.

Tabitha looked on as Morrie was blown apart, the parts of his body that where frozen were lying in pieces on the scorched floor while the remaining liquid portion was pulling together. A face formed in the water and it locked eyes with Tabitha.

"T-T-This isn't…o-over…..y-you…b-belong to me" he struggled to say, while his head slithered across the ground. Tabitha and Lana watched as Morrie made his way to the sink in the kitchen, he slithered up the counter and then to the sink and then into the drain, thus allowing him to escape.

"Well this has been an interesting night" said Peter looking at the sink where Morrie disappeared into.

"I'll say….thanks for the save" said Johnny rising to his feet.

"Don't mention it" Peter replied standing up. He looked across the room and he saw Lana and a distraught looking Tabitha get to their feet as well. Lana glanced at him and a slight smile passed across her face, she turned back to Tabitha and began to push her to the front door and out of the house.

"Oh My God" came a voice.

Peter and Johnny turned to left to see Flash walking back into the house; he looked around and saw the absolute mess that was his Aunt's living room.

"My Aunt…. is gonna kill me" he said smacking himself in the forehead.

* * *

**Later that Night- Parker household**

Liz's convertible came to a stop in front of Peter's house. He let out a groan and the hopped out of the car. After the fight he and Johnny went outside where they met up with the girls. After a moment of catching up they decided it would be better to get out of dodge before the cops got there, they could hear the sirens in the distance. There were still a few people lingering around but for the most part everyone had scattered. Johnny scooped up Gwen and flew away while he, Liz and Mary Jane drove away.

"Well tonight was….one for the books" he said looking at his two companions.

"Hey it was great until…you know the craziness started" said Mary Jane.

"Listen….thanks for tonight I really needed it" he replied looking at her

"No problem Tiger, we all needed it. See you tomorrow"

"Bye MJ….Goodnight Liz"

"See ya Pete" she replied.

The convertible turned and headed down the street towards Mary Jane's house. Peter watched them go and then turned and headed into his house.

* * *

**Inside**

Peter entered through the front door and the first thing he saw was his Aunt watching the news, her face lit up when she saw him.

"How was the movie dear?" she asked him

"Huh…oh…oh the Movie, well you know how movies go Aunt May, I mean they start off good but then towards the end it gets kinda….weird, but anyway I had a good time and I'm kinda sleepy so I'm gonna go to bed" he said heading for the stairs.

Suddenly though the lights in their house dimmed and then they came back on, the lights dimmed again and then they came back on.

"Aunt May did you pay the power bill?" he asked looking up at the lights.

"Yes I did….it's just a power surge nothing to worry about" she replied

Peter shrugged his shoulders and headed upstairs.

"Good night Aunt May"

"Good night Peter" she said watching him go. May let out a sigh once she saw that he was upstairs and turned her attention back to the news report.

* * *

_**TV**_

"_Uh we apologize for the technical difficulties that we just experienced, as I was saying the young Harold Osborn will be holding a ribbon cutting ceremony tomorrow at Noon. The ceremony is to celebrate the opening of the new Oscorp Center for Disease Research Facility. The Mayor of New York is also scheduled to make an appearance at the ceremony. Along with this bit of news the Annual Oscorp Gala is tomorrow night at 7:00pm it will be held in the ballroom of the New York Civic Center….…._

* * *

**Water Front**

Sitting on the edge of the docks was a large almost dilapidated looking Warehouse. It was once used for storage but it has long since been abandoned, at least by the general public, but it was still being used by someone and that was evident because of the light shinning through the windows and the soft laughing and mechanical whirring.

* * *

**Inside**

The interior of the Warehouse didn't match the outside because while the outside looked dilapidated the inside was actually reinforced. Electrical wiring was everywhere and it was all leading to a platform that had a five giant curved steel columns. The columns were curved to form a circular type of center. From the top of each of the columns was a thin steady beam of energy firing into the circular center. The combined beams of energy formed a small glowing ball of gold looking energy. It was spinning slowly and in small increments it was growing larger.

Standing in front of the platform was a man garbed in a green body suit, around his waist was a sliver metal harness that was seared into his flesh. From four holes in the back of the waist harness were four long silver mechanical arms with pinchers at the end of them. The man's name was Dr. Otto Octavious.

"Yes….My machine is working perfectly" he said out loud. One of his tentacles rose up to his ear and the pinchers moved almost in a whispering fashion. Otto turned to the tentacle and shook his head.

"Yes, I'm well aware of the power, as the fusion energy increases and grows larger the more energy it's going to require. If my calculations are correct Blackouts around the city will start occurring around 5:00 am tomorrow" he answered.

Otto's bottom left tentacle rose up towards his face and in its pincher was a radio; the top left tentacle grabbed the dial and began to turn the radio up.

* * *

_**Radio**_

"_In other news around town, tomorrow Harry Osborn the new CEO of Oscorp Industries will be holding a ribbon cutting event at the brand spanking new Oscorp Center for Disease Research. For those of you who don't know Harry Osborn is the son of Norman Osborn who almost a year ago was revealed to be the flying costumed weirdo known as the Green Goblin. So far under the reigns of the young Osborn Oscorp has soared to the top of the charts in just about everything and…._

* * *

**CRUNCH! **

Otto's tentacle crushed the radio and then dropped the remaining bits to the ground unceremoniously.

"Norman you might've slipped my through my fingers, but I can assure you that your son will not. The Sins of the Father shall be paid with the blood of the Son; I believe it is time for the young Harry Osborn to become acquainted with….**Doctor Octopus**"

* * *

**End Chapter: Read and Review: Hey Readers it's me back with the closing comments. I hope everyone enjoyed the chapter and that small time skip. I tried my best to go over all of the most important things that happened in that five month time skip so I hope I pulled it off. Plenty of stuff happened in this chapter and as you read Peter might be close to finding out the secret of Harold's success, so I hope everyone returns for the next chapter. If anyone was wondering Peter's age he is still 16 and he's still a Junior but in the next few chapters he's gonna be heading into his Senior Year at Midtown High and he's turning 17 I'll probably make another announcement kinda how I did when he turned 16. I know not much Spider-man action but I felt that it was time to focus more on Peter's personal life and as you read he might be on the way to getting a new girlfriend now who it will be…HAHA you readers will have to keep on reading. I hope everyone enjoyed the debut of Hydro-Man initially he wasn't going to appear in this chapter but I decided what the heck and I threw him in there anyway. He'll be back and next time he'll have to face a fully prepared Spider-man. One other thing I really hope that everyone is enjoying the way I'm portraying each of the characters, their motivation, their background, and emotional state if anyone has any comments, criticism or advice they'd like to impart I'm open to hear them. Just leave said comment in the Review(writer's fuel) or just send me a PM Message and I'll get back to you ASAP…..this is Nomad88 saying Later…..**

**Ps: The next story up for update is definitely Secret Warrior: Spider-man I promise and then it's Batman Beyond and then back to TSA. The next chapter is the 50th chapter….a Milestone. This story has lasted 50 chapters and it's still going strong and what better way to celebrate the 50th chapter/issue than with one of Spidey's most iconic and anticipated enemies….Doctor Octopus…..see you then, this is me saying Later….**

**Next Up: The Six Arms of Doctor Octopus**


	50. The Six Arms of Doctor Octopus

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, I repeat I DO NOT OWN these CHARACTERS. So knowing that I feel I must give all of the credit to the ones that do own these characters: MARVEL, STAN LEE, and of course DISNEY. They are the owners, I AM in no way making any money off of this story no money is being handed to me or exchanged in any fashion, none…zilch…nada. So now that we're all on the same page…let's get on with the story. **

**WELCOME READERS TO THE 50th CHAPTER! A Milestone if there ever was one, this story has lasted for 50 chapters and you readers are still enjoying it, I know you can't see it but I just did another one of my backflips….and I broke a lamp but you know what I don't care. I'm extremely happy right now. I appreciate everyone who has not only read this story but also took the time out to review (The writers' only source of motivation) and send me your comments, and since you all know how much I appreciate that here's hoping it continues for another 50 chapters. I believe I've talked enough for now; it's time to jump into what I hope is one of the most anticipated and Epic confrontations of the story. All that's left to say is Read, Review (A writer's Fuel) and of course Enjoy…..**

* * *

**Chapter 44: The Six Arms of Doctor Octopus**

**Flashback- Months Ago **

From the smoking wreckage that was the SHIELD Hellicarrier four silver mechanical arms burst through and looked around for a second, the arms opened their pincers and began to talk to each other. Their conversation abruptly ended and they each imbedded themselves into the ground and began to push, slowly from the ground the unconscious form of their maker and master Dr. Otto Octavious rose from out of the debris, he was bleeding from a few cuts along his bare chest, arms, and legs but he was relatively fine. The upper left and upper right mechanical tentacle removed themselves from the ground and began to talk to each other again; shaking their heads the bottom left tentacle lifted up and moved forward and then the bottom right tentacle did the same thing. The mechanical arms began to walk away from the wreckage in hopes of finding shelter so their master could recuperate.

* * *

**25 minutes later**

**RIP! CRASH!** Went the sound of a door being effortlessly ripped off of its hinges and thrown across the ground. The mechanical arms carried Otto into the small house and then gently laid him down on the cracked tile of the kitchen floor.

The shelter they had found was a two story house that was on the edge of town and not too far away from the crash site. The upper right tentacle lowered its head down to Otto's face and slightly nudge him trying to wake him up but to no avail he was still unconscious.

**CLICK!** Came the sound of the lights to the kitchen switching on

"WHOSE…t-there" said a Man in a robe with a baseball bat in his hands.

All four arms instantly turned to the man and each of their pinchers snapped open menacingly.

"OH MY G..!' started the man before two of the tentacles shot forward, the first one grabbed and ripped the bat out of his hands while the second one grabbed him by the head and lifted him and slammed him down to the ground. The tentacle jerked to the left and slammed him into the wall and then threw him across the room where he hit the TV head first.

"HOWARD!" a woman's voice shouted in panic hearing all of the commotion. The woman ran down the stairs and the first thing she saw was her husband lying motionless on the floor, obviously dead. Her face scrunched up in horror but then she noticed movement out of the corner of her eye, she turned to see one of the tentacles looking at her.

"AHH!...MMMPH!" she started to shout before the tentacle quickly lunged and grabbed her by the mouth and yanked her off of the stairs.

* * *

"Ugh…..Mmmm" came the soft and painful groans from the lips of Otto, his mechanical arms heard the sound and the all quickly drifted towards his head. Slowly his eyes began to part and open and the first thing his eyes landed upon were four incredibly blurry silver globs, he faintly heard some mechanical whirring and one of the globs went away before returning closer to his face. The silver glob put a pair of reading glasses over his eyes and suddenly things were a tad bit clearer.

"W-W-Where…..am….I" he whispered while lifting his own hand to his head, he desperately tried to remember what was going on but he couldn't, the only thing he could focus on was the massive headache that racked his brain. Otto dropped his hand and he attempted to sit up, his mechanical arms recognized what he wanted to do and they immediately helped him. The upper right and left tentacle imbedded into the ground and the pushed up. Otto rose up into a sitting position and he looked around the modest kitchen in confusion, his confusion continued to grow as his eyes finally landed on the mechanical arms hovering in front of him and upon seeing them part of his memory began to return to him.

* * *

"_OSBORN!" _

"_I Have Ascended Octavious" _

"_You took the Oz" _

_Norman grabs Otto and he tosses him across the room where he crashes into an electrical generator, a power surge erupts and the electricity runs along Otto's spine. _

* * *

"I remember" he stated looking at the arms, his eyes then travel down his chest and then to his waist where the harness was attached and he saw a horrible sight, scarred flesh fused to the metal.

"NOOOO!" he shouted touching his scarred flesh, his fingers roamed over the tough scar tissue and he couldn't feel a thing. Otto's breath began to quicken in short panicked breaths, he attempted to rise to his feet but his mechanicals dug themselves into the tile and pushed up and lifted him up in the air.

"PUT ME DOWN" he demanded, the arms complied and gently allowed his feet to touch the ground. Otto took a step forward but his legs gave out, he was about to fall but his arms steadied him. He shakily made his way out of the kitchen all the while his mechanical arms steadying him.

The weakened Otto stumbled through the house until he reached a bathroom, he flicked on the light and he stood in front of the mirror looking at himself. His eyes roamed over his long hair, the black beard that adorned his face like he hadn't shaven in a year. Otto eyes looked at his waist and the flesh around the harness; he reached a hand up to his face.

"Who are you" he whispered to himself because the man looking back was not Otto Octavious.

The upper right tentacle slithered up to his ear and with its pinchers began to whisper something into his ear.

Otto looked around in confusion because he could hear a voice, he looked at the right tentacle as it clicked every so softly in his ear again.

"I can hear you…your voice but…..THE INHIBITOR CHIP!" he shouted in sudden realization. Otto turned and glanced at his back. He scrunched up his face in disgust but along his back was more seared and healed over flesh attached to the metal spine that ran along his back. At the top of his spine there was a small square looking chip that was completely burned, melted even.

"It's destroyed" he whispered at seeing the chip, "No…..NO!" he shouted in anger. His tentacles feeling his anger flailed around smashing into the walls denting it, smashing into the door and cracking it in half, one of his tentacles slammed into the mirror shattering the glass.

**CLINK! CLINK! CLINK!** Went the sound of the shards dropping into the sink and onto the floor slightly. Otto grabbed the sides of the sink and he tried to calm himself and think through the problem that was at hand, trying to figure out where he was and how he survived his encounter with Osborn, the last thing he remember before passing out was an explosion. Otto lifted his head and that's when he noticed something very very odd. In his display of anger one of his tentacles smashed the mirror and behind the glass of the mirror was the medicine cabinet. Despite the fact that the glasses on his face were the wrong prescription and he could barely see he could make out dates, and one of the dates on the bottle of pills caught his eyes. He shakily reached a hand up to the bottle and he grabbed it and brought it close.

"This…this can't be right the date….it's, but I was…2 years ago" he said to himself. Otto dropped the bottle and he slowly backed away from the sink, the shock of all the events and revelations were taking a toll on him and he began to feel light headed. His mechanical arms sensing his distress quickly took him out of the bathroom and back towards the living room and gently sat him down on the couch. He took a few quick breaths to calm his heart that was beating rapidly.

"How could I have been unconscious for 2 years….I-I must've been in a coma but if that's true then why wasn't I in a hospital when I awoken….where am I" he asked himself.

His bottom left tentacle slithered over to the coffee table and picked up several letters and set them down on Otto's lap. Otto looked at the letters inquisitively while picking them up, he read the address.

"I'm in New Jersey…this doesn't make any sense I….." he started before all four of his tentacles slithered up to his face, they each gave a synchronized clicking sound like they were talking to him and suddenly Otto grabbed his head in pain as he was bombarded with images, images of people he had never seen before.

* * *

_**Memory- 2 years Ago**_

"_Sir we have successfully arrived at Oscorp Industries before the local authorities" _

"_Good Job Agent Hill…find out what the hell happened in that Goddamn explosion and then get the hell out of there" came the voice of Colonel Nick Fury over the communication channel that was in the ear of a younger Agent Maria Hill. _

_She and several other shield agents had arrived on the scene of explosion of Oscorp Industries. _

"_Sir I know I'm not supposed to ask" _

"_Then don't" _

"_But I'm curious as to why you've been having Shield secretly watch Norman Osborn" she asked looking around the destroyed lab. _

"…_.Hill I don't say this often but you're one of the best Agents I have, actually one of the Agents I trust wholeheartedly which is saying something because I don't trust anyone" _

"_Thank you sir" _

"_A few Years ago before you joined Shield there was a leak within our ranks and a man named the Chameleon infiltrated Shield and stole some sensitive information…the remaining equation of the Super Soldier Formula" _

"_What" _

"_I commissioned Osborn to recreate it…I believe this explosion to be the work of a saboteur, we might have another mole within Shield that's why you have to find Osborn" _

"_Sir I don't think anyone could have survived…." Started Agent Hill before she stepped on something. She looked down to see one of Otto's Mechanical arms; she followed the arm with her eyes until she zeroed in on a slightly burned human hand. She made her way over to the hand and began to move some of the debris out of the way and revealed the rest of Otto Octavious, she bent down and touched his neck and found a faint pulse. _

"_Oh My God" _

"_What is it Hill" _

"_Uh….I think a survivor but…..this is strange, he has some type of harness strapped to him" _

"_Bag him" stated Fury "I want anyone you find in that lab, I need to know what happened" _

"_Yes sir" said Agent Hill cutting the line, she turned to the other Agents scouring the room, "HEY WE HAVE A LIVE ONE….Let's get him aboard the transport" she finished but while she was talking to the other Agents she didn't notice the slight twitch of one of Otto's tentacles. _

* * *

Otto shook himself from the memory and he looked at the tentacles again.

"That wasn't my memory….it was…I need to get back to New York….to a lab…find out what the hell is going on….and I need to shave" said Otto standing up from the couch, he slowly made his way over to a closet where he hoped he could find something to wear other than what he was wearing now. He reached for the door but one of his tentacles shot forward and gripped the door in its pinchers and then ripped it off the hinges, from the closet out fell the dead bodies of the owners of the house. Otto recoiled at the sight of the bodies and at the sight of them he was bombarded with images of his tentacles killing them.

"You…..You killed them" he said looking back and forth between the bodies and his tentacles.

His bottom left tentacles rose up and softly clicked in his ear.

Otto listened to the Tentacle's reasoning for harming the couple and he wanted to be upset but he found himself unable to remain upset. He saw their logic the police were not an option at this point, not until he got his bearings. Pushing aside the slight disgust he felt at what his arms did he looked inside the closet and he grabbed a pair of slacks, an long brown trench coat and a brown fedora.

Once he finished dressing Otto quickly made his way to the back door that was wide open and he disappeared into the night.

* * *

**Present- Waterfront Warehouse: 11:45 pm**

Otto shook himself from the memory and he stared upon the growing ball of energy within his newly created machine. He remembered everything like it was yesterday, despite the fact that it was months ago, he remembered that after many trials and tribulations he found his way back to New York but so much had changed in the time he had been in a coma. For one thing his brownstone had been given to someone else, a family of four and all of his possessions and things had long since been thrown away. He had been furious but to avoid causing a scene that would draw unwanted attention he swallowed his anger and he went in search of suitable place and that's when he wounded up at his current place of dwelling. The first few days and nights were the toughest of his life, it felt like the world had been turned upside down or he was in some type of dream but his great mind shook the notion away. He realized that this wasn't a dream this was the real world and he should accept it and once he accepted his predicament he needed to decide what to do next and upon reaching that decision he couldn't help but let a grin cross his face. He was going to get his revenge on Norman Osborn, the man responsible for his current condition and the man responsible for the most heinous of disrespects…questioning his intellect, calling his dream of Cold Fusion a waste of time and money and among those crimes attempting to replace him with someone of lesser quality namely Miles Warren. Norman made a promise to him and to go back on the promise warranted a swift and decisive revenge, but much like his revenge attempt the first time Norman escaped his grasps. This time though in the form of the authorities. Otto discovered that the Oz formula had driven Norman insane and his insanity manifested in the form of The Green Goblin. Otto had done some research only to discover that during his entrapment with the people of Shield Norman killed several people under this guise and he would've killed more if he hadn't been defeated by a mask individual by the name of Spider-man.

Otto remembered the anger he felt at not being able to get to Osborn but alas there was nothing he could do, Osborn was in prison. Pushing aside his anger for Osborn he turned his attention to another change, his mechanical arms being fused to his body. He had broken into one of the local Universities and made use of their labs and upon his analysis he had discovered that in the explosions the harness had been welded onto his spinal column…permanently. The arms were now apart of him as he was apart of them, Otto had cursed his luck and immediately started to think of a way to build another inhibitor chip, he knew that because of the advanced Nanite A.I. within the arms that allowed them to respond to brain function they would slowly begin to take over his mind, influencing the way he thought. However, during his quest to build a new chip he discovered that the arms….were very obedient and helpful. He found that he could do tasks four times as fast as before, they knew what he wanted or needed before he did, they were no longer mere attachments they were his actual limbs. When he first put on the harness he had to think about which arm he wanted to move but now it was automatic, like they were there from birth and after that realization he slowly found himself not wanting to make the inhibitor chip and enjoying his newfound limbs….and how powerful they made him feel.

Soon the inhibitor chip was put to the back of his mind and the thought of his dream of contained cold fusion took precedent. Looking around the warehouse he noticed that it would be the perfect place to set up a lab necessary for his experiment and so he began to build.

"At long last my genius shall be recognized" said Otto as he took a step back and looked at the glorious ball of spinning energy within the center of his machine, "My dream…finally realized"

His dream, the one he has been trying to put into motion for years now was the idea of using the vast power of cold fusion as a battery power source. Machines like the one in front of him spread out providing unlimited and free energy with enough power to run entire cities or countries. The science community however, also dismissed this idea because cold fusion was essentially the power o the sun and to experiment with that amount of uncontrollably power was never good. Otto's idea involved attempting to contain this cold fusion reaction and that was impossible, the power output was too much and the machinery needed to contain such power didn't exist but Otto brushed their claims off as being closed minded and he pushed forward.

"Buffoons" he stated out loud, "Simple minded buffoons. I, Dr. Otto Octavious have achieved what has been believed to be impossible….the Power of the sun within the palm of my…" he started before the machine started give off a strange sound. Otto looked around until his eyes landed on one of the panels of the curved columns. Smoke was rapidly rising out of the panel, his eyes widen as he quickly made his way over to the machine. Otto's upper right tentacle grabbed the panel and pulled it opened. He fanned the smoke away from his face and he peered inside only to see a medium sized rectangular component quickly melting. Otto's tentacles reached in and quickly yanked the component out and place it in his hands.

**KCHSSSSS KCHSSSSSSS** hissed his machine.

He looked at the ball of energy within the center as it started to become deformed.

"Oh No" he gasped before his tentacles quickly hit the ground and carried him away.

There was a flash of light followed by a small explosion.

**BOOM! **

Otto lowered his hand from his face and he looked at his machine and a scowl passed across his face, he lifted up the rectangular component and gritted his teeth.

"The Fusion regulator malfunctioned…I suppose that's what I get for stealing Hammer Technology" Otto said to himself before tossing the useless component to the ground, "Without the regulator my machine can't harness the energy required to channel the cold fusion power. I'll have to get another one….or four seeing as how if this one malfunction then the others may do the same, but where can I get four regulators at this hour…ah I know where" he continued as a smile crossed his lips. Otto turned around and proceeded to make his way out of his hideout and into the crisp New York night in search of his components.

* * *

**Streets of New York 1:45 am**

An armored transport truck was parked in the middle of the street, the three guards that were tasked for the protection of the truck where on their knees with their hands behind their backs staring up at a thug in a mask with a shotgun trained on them.

"No quick movements fellas, no heroics and we can all go home" said the thug moving the shotgun between the three men, "HEY HOW WE LOOKING" the thug suddenly shouted glancing to the right.

The back of the Armored truck was wide open display all of the bags of money that were inside. Three men in ski mask and automatic weapons were unloading the money and stuffing them into a black car.

"We're moving as fast as we can" one of the thugs yelled back.

* * *

**Across the Street**

Peeking over the trunk of a parked car was a black camera that was aimed at the scene going on. Slim light brown fingers reached up and moved the camera back and forth slightly trying to get the entire scene of the men unloading the money. The camera was suddenly taken off of the trunk and then turned around towards its owner which was a girl. The girl had long black hair, brown hazel eyes, light brown skin complexion and looked to be of Indian descent. She was about 17, and had a lithe type of build; she was wearing a green shirt, black jeans, black jacket, and white shoes.

"As you can see there is a daring robbery in place and this reporter is bringing you the news as it unfolds" the girl said into the camera. She leaned up slightly and placed the camera back on the trunk while peeking over to see what was going on for herself, but as she was looking on she saw the unmistakable sight of a man hanging upside down on a web watching the thugs load the money.

"Oh….My….God" she whispered picking up her camera and pointing it at the man

* * *

"Man this is a lot of money" said one of the thugs packing it into the car.

"Yeah I know….we better hurry though you know whose neighbor this is right"

"No"

"Guys dresses like a spider" the other thug said hopping out of the truck with bags of money in both of his hands.

"Spider-Man"

"Yeah Spider-man"

"This is Spider-Man's…" he started before he was interrupted.

**THUD!** The Three thugs looked up to see Spider-man on the roof of their car.

"IT'S SHOWTIME!" he shouted looking down at the three of them "…..hmm I'm guessing you guys didn't see Beetlejuice"

"IT"S SPIDER-MAN!" the three shouted dropping everything and reaching for their automatic weapons.

"Say his name three times and he appears." Spider-man continued jumping off of the car and kicking one of the thugs in the face just as he drew his weapon, the other two thugs turned and attempted to fire but both their weapons were clogged by webbing.

"Also it was a very funny movie…" he started charging in with a punch to the stomach of the thug closest to him making hunch over in pain, he then hoped up and with one hand on the hunched over man's back spun and kicked the other thug in the face as hard as he could knocking him down and out. Spider-man landed on his feet and then delivered elbow to the hunched man's head knocking him out as well, "First time I saw it I squirted milk out of my nose"

'_Spider Sense'_ acting on instinct Spider-Man flipped and avoided several rounds from a shotgun. In mid-air he shot a web line at the lead thug with the shotgun and he yanked it from his grasp. The thug gasped as the wall-crawler landed in front of him.

"Don't worry though I'm sure you'll be able to watch it on movie night at Rikers" he quipped before delivering two jaw shaking punches that knocked the thug to the ground.

"Thanks Spider-Man" came the voice of one of the guards walking up to him. Spider-man turned to him and the other guys.

"No problem it's kinda my thing, you guys are gonna be alright"

"Yeah, we'll call the cops and have them take care of these guys"

"Have a nice night fellas" Spider-man replied jumping in the air and firing a web and then swinging towards the roof of the building up above, he grabbed his camera, and then he swung away.

* * *

**In the Air**

'_That's the third Robbery tonight….and I'm still not tired'_ thought Spider-man as he swung through the night air looking for any sign of trouble but so far it was a light night, _'Instead of looking for trouble I should be getting some sleep, but alas fighting a man made of water kinda has me a little restless'_ he continued to think. After he got home from Flash's Party he had laid down in his bed to go to sleep but sleep didn't come, Peter tossed and turned for an hour trying to find a comfortable spot but it was useless. So in attempt to do something to make him tired he went out on patrol.

"I wonder where that guy went, if he went down the drain he could be anywhere. I just hope Lana and her friend Tabitha are alright they looked pretty shaken up but they seem like tough girls so I'm sure they'll be fine" he said to himself as he landed on a the edge of a high rise building and peering down at the street below watching the people down below, "An even better question would be how did that guy turn himself into water..that had to be the craziest thing I've seen.…." The wall-crawler started before his spider sense started to buzz. He followed the buzzing and turned his head to the roof-top adjacent to the building he was on, his eyes widen as he saw a man in a green body suit, with a silver harness around his waist and four mechanical arms protruding from his back making his way down the side the glass siding of the building.

Spider-man eyes widen as he continued to look at the man, he looked closer to see the man had four containers grasped tightly under his arm.

"Okay….previous statement retracted…..this guy is the craziest thing I've seen" he said jumping off the building and swing towards the man.

* * *

Otto quickly descended down the side of the building with his stolen components for his cold fusion machine.

'_Hmph, Ms. Hardy won't mind if I take what is owed to me for she also promised to fund my experiments only to retract her promise. After all the years I spent with the Hardy Foundation, she'll get hers as well once I fix my machine and settle my score with Osborn_' he thought to himself.

**THUD!**

Otto came to sudden halt as Spider-man landed on the window a few feet in front of him.

"Let me guess…..window wash….er…Dr. Octavious" Spider-Man started to quip before he got a good look at Otto. Upon seeing the man he was instantly reminded of the night he received his powers and the battle between him and Osborn. Spider-man's eyes traveled from Otto to the tentacles on his back.

While Spider-man was stunned, Otto looked at him and with a single thought his upper right tentacle shot forward and grabbed the distracted Spider-man by the head and lifted him up, the arm threw him into the window smashing into to pieces and sending the wall-crawler tumbling across the floor.

"Pest" stated Otto before resuming his descent down the side of the building.

* * *

"Uhh….Ow" whispered Spider-man as he pushed himself up and looked at the broken window he was just thrown through, "I can't believe it….Dr. Octavious survived the explosion as well and I see he kept those arm things….ugh man" he said as he pushed himself to his feet, "What is he doing here though...I guess I'll have to ask" he said before crouching low and springing out of the window.

* * *

Spider-man fell through the air searching for Otto.

'_Spider sense'_ he thought, firing a web at the side of the building, he pulled on it and he swung around the corner and he saw Otto attempting to make his way to the ground. Firing another web he pulled himself forward falling faster.

"HEY!" he shouted.

Otto looked up to see Spider-man heading his way, his upper left and right tentacles shot forward attempting to hit him but the wall-crawler flipped over the strikes and landed a few feet away.

"Dr. Octavious hold on"

Otto's Tentacles were about to strike him until he realized that Spider-man called him by name.

"You know who I am?"

"Of course I do…you are one of my science idols" he responded quickly trying to calm him down.

"You like science?"

"You'd be surprised, I'm something of a science nerd and you have written some great stuff"

"Name some of my work"

"Uh you wrote several articles about fusion reaction but mostly your work is all about Cold Fusion and how it could used a power source"

"Well….I see you do know of my work" he replied with a slight smirk

"Of course I do, I believe it's brilliant"

"As you should"

"I would love to discuss your theories and work in more detail but I find myself wondering….what are you doing with those?" he asked pointing to the containers tucked under his arms.

"I'm preparing for one of the greatest scientific experiments of all time" Otto replied looking Spider-man up and down, but he specifically zeroed in on his clinging abilities.

"That sounds exciting, but does your preparing involve stealing….because that's what it looks like you're doing"

"HA! Stealing…..my dear boy I'm merely taking what is owed to me" he responded his bottom tentacles raising him upwards slightly.

"Uh huh, well taking is kinda like stealing so I'm gonna you know have to ask you not to do that"

Otto scoffed as the words left Spider-man's mouth.

"If you'll excuse me I have an experiment to get back to" Otto replied attempting to move past him but Spider-man straightened up and took a step to block him.

"I'm sorry Dr. Octavious but I can't let you do that"

"….Can't" he replied, "Hmph well then if you can't let Dr. Octavious your idol pass then I'm afraid you'll have to face the wrath of **Doctor Octopus!**" he growled before two of his tentacles shot forward.

'_Spider Sense' _

Spider-man back flipped across the side of the building dodging the two tentacles but as he straightened up a third tentacle came flying in and grabbed him by the leg and yanked him off the building and threw him to the side. Spider-man twisted in mid-air and shot a web at the building and pulled himself towards Doctor Octopus who saw him coming. His tentacles retracted and gripped the sides of the building and pushed upwards just as Spider-man hit the spot he was just occupying.

"Nimble old man aren't you" Spider-Man quipped

"Thanks to my tentacles I'm more than nimble" he replied. His upper right tentacle flew forward, Spider-man leaned to the side but he same tentacle veered back and tried to smack him in the face but Spidey ducked under the strike. He lifted his left arm to fire a web at the offending tentacle but at that moment Otto's bottom right tentacle lunged forward and grabbed the arm and lifts him up and slams him down onto the glass again. The tentacle lifts him up again and throws him away but this time Spider-man manages to fire a web at Otto's chest and pull.

"AHH!" shouted Doctor Octopus as he was yanked off the side of the building and towards his web-spinning foe.

The two combatants clashed as they spiraled downwards, Spider-Man grabbed Otto by the front of his clothes and pulled him in for a hard head butt to the face. The sudden strike jarred Otto that he dropped his stolen components, but as they fell from under his arm one of his tentacles grabbed them; next another tentacle gripped the side of the building halting Doctor Octopus' fall, leaving the last two tentacles that were left to battle Spider-man.

Spidey held up his fist and punched Otto across the face, his tentacles feeling his pain reacted violently, his upper left tentacle grabbing Spidey fist and yanking him away. Spider-man corkscrewed in mid-air and landed on his feet preventing the tentacle from slamming him again, but as he landed the bottom right tentacle was there to smack him hard in the face sending him tumbling across the side of the building. Spider-man using his clinging abilities kept himself from fall off, he rolled along the building until he sprung up into a crouch again.

'_Gah…that hurt'_ he thought to himself feeling his face throbbing in pain.

"YOU MISERABLE ARACHNID!" shouted Doctor Octopus turning to him.

"OH YEAH! YOU SIX ARMED SQUID!" Spider-man shouted back, _'Ugh that sounded lame….gotta work on my banter'_

Otto scurried forward towards Spider-man.

'_Or maybe not' _ he thought to himself dodging two of Otto's tentacles. Spider-man cartwheeled along the building using his spider-sense and agility to dodge the strikes as they came but Otto's tentacles were so quick that it was giving his both his powers a run for their money.

* * *

**Down Below**

Two police cars pulled up to the building and the officers inside immediately got out of their cars and stared up at the scene; the fight going on between Spider-man and Doctor Octopus.

One of the stunned officers shook his head and then reached for his radio.

"Dispatch we're gonna need air support"

* * *

Spider-man flipped and hooked his legs around one of the outstretched tentacles, he then jerked his body around and fired several web balls that nailed Otto directly in his face, throwing him off balance slightly, but luckily his tentacles caught and steadied him. Spider-man hoped and sprung off the tentacle, he fired two webs that shot past Otto's head and to the side of the building, pulling on the webs he dove forward and quicker than Otto or his tentacles could react he brought both feet up and barreled into his chest. The force of the strike sent both combatants crashing through the window and skidding along the floor. Spider-man capitalized on his upper hand and grabbed a handful of Otto's costume and proceeded to punch him in the face, but on the second punch Otto's bottom right tentacles slithered up and wrapped around his throat and threw him off and into the wall.

"Ooomph" he grunted.

Doc Ock's tentacles picked up him and turned him towards his foe again; he glanced to the left and saw an office desk and immediately two of his tentacles slithered over and grabbed the desk and tossed it at the rising wall-crawler but thanks to his spider-sense he sprung out of the way.

"This must be some experiment Doc" commented Spider-man as he landed in a crouch, he leaned back to avoid an approaching tentacle, but then two others came in and grabbed his feet. They lifted him up and slammed him down hard on the ground and then threw him up to the ceiling hard and then back down to the ground. Otto's bottom left tentacle grabbed him by the chest and lifted him up and then slammed into the wall cracking it slightly and held him there.

"Ugh" groaned Spider-man obviously hurt. Otto walked over and two other tentacles moved forward and secured both of Spider-man's arms.

"Did you really think that your pathetic powers could match the might of Doctor Octopus?"

"T-The thought…. crossed my mind yeah"

Doc Ock slapped him across the face.

"Don't waste your time thinking, because of you and your interference you have set my time table back by at least an hour"

"What are you working on?"

"Something that will change the world….too bad you won't live to see it" he said in a low voice before his last free tentacle rose up, the pinchers opened and produced a long metal spike, the tentacle reared back getting ready to skewer him, but he was interrupted by a spotlight being shinned upon the two of them. Otto turned to the right to see a helicopter hovering outside.

"FREEZE RIGHT THERE THIS IS THE POLICE!"

Doc Ock looked at the helicopter and he walked over, his tentacles bringing the dazed Spider-man with him, he stopped at the edge of the broken widow and he stared.

"LAY DOWN ON THE GROUND AND PUT YOUR HANDS BEHIND YOUR HEAD!" the officer in the helicopter yelled but his commands fell upon deaf ears.

Doctor Octopus grinned and he glanced at Spider-man who was starting to come around, a smirk graced his lips as he turned back to the helicopter. The tentacle that had Spider-man in its grasp reared back and then tossed his dazed foe at the unsuspecting helicopter. Spider-man hit the glass hard crashing through and into the helicopter. The pilot was startled that he twisted on the controls causing the Helicopter to spin out of control.

Doc Ock made one of his tentacles shoot forward and pierce through the tail of the helicopter making the propeller stop working.

"Good-bye boy" he stated before retracting his tentacle and quickly resuming his trek down the building again.

* * *

**Helicopter**

"Ah Man" groaned Spider-man trying to sit up in the spiraling helicopter.

"MAYDAY! MAYDAY! WE'RE GOING DOWN!" shouted the Pilot into his communication system, "I've lost power to the propeller" he continued. He glanced out of the helicopter and he could sparks of electricity bursting out of the end followed by fire and smoke rising out. He jerked on the controls but they were becoming unresponsive.

Spider-man finally pushed himself up and he used his clinging abilities to steady himself. He saw that they were going down so thinking quickly he grabbed the pilot and yanked him out of his seat, he carried him to the side and he jumped out of the damaged helicopter.

**CRASH! BANG! BOOOM!** Went the sound of the helicopter hitting the ground below and blowing up.

* * *

Hanging from a web up above was Spider-man and the pilot.

"Are you alright?" he asked.

"For the most part, that was my favorite chopper" he replied.

Spider-man rolled his eyes and then turned to the building to see that Doctor Octopus was long gone.

'_Damn….well on the bright side I'm very sleepy'_ he thought as he lowered himself and the pilot safely to the ground.

* * *

**Saturday- 8:00 am- Watson Household**

**KNOCK! KNOCK! KNOCK! **

The front door opened to reveal the tired face of Mary Jane Watson; she rubbed her eyes and then looked at the person at her door, her 'boyfriend' Harold Osborn. He lowered his shades and then looked at her.

"Good Morning" he stated looking at her.

"Harry what are you doing here?" she asked quickly.

"It's Harold and I'm here to…..correct a possible mistake I might have made the other day" he said shifting in his spot.

"Really" she replied slightly shocked.

"Yes, I realize that my statement to you was taken the wrong way"

"You basically called me fat and said I shouldn't talk because I might embarrass you"

"See, you took it the wrong way I was merely making a suggestion of the attire that would look best on you and I what I meant about the not talking part is that the people at this gala are very cutthroat and they don't have much confidence in someone my age so they are looking for ways to tear me down"

"And you think I would help them?" she asked putting her hand on her hips defensively.

"Look, I didn't mean for what I said to come out so callous and for that I….apologize" he said as sincerely as he could. He looked her in her eyes and he could see that she was trying to decide what to say so he decided to tip her decision in his favor by taking a step forward and grabbing her right hand and bringing it up to his lips and giving it a soft kiss.

"Mary Jane, I truly do…apologize if I hurt your feelings in anyway…can you find it in your heart to forgive me"

Mary Jane looked at him with curious eyes but she saw the sincere look on his face, but there was something about his eyes that gave him away. The more she looked into them the more she felt that he was putting on a front….a show for her. She wanted to press the subject a little more but she knew now wasn't the time, so she decided that if he was going to put on a show, then so was she.

"I…..forgive you" she replied putting a smile on her face.

"Good, I'll send my limo to pick you later tonight" he replied to her with a smile on his face. He unfolded his shades and put them back over his eyes, he leaned in and gave her a quick kiss on the lips and then turned around and headed for his limo. Harold wasted no time in getting inside.

Mary Jane stepped outsider her house and watched as the black limo drove away down the street.

"Harry" she whispered shaking her head "I don't know what the hell is going on with you but I'm going to find out" she said out loud. She turned her eyes away from the road and down towards the other side of the street in the direction that Peter lived. She heaved a sigh as her mind went over the events of the night before, Flash's Party and small smile graced her lips.

'_I hope Peter is having a better morning than I am'_ she thought to herself before walking back into her house and shutting the door.

* * *

**Parker Household: Same Time**

"Oh My God" said Peter as he stared at his reflection in the mirror. His eyes roamed over the bruise/swollen right side of his mouth and eye courtesy of his bout with Dr. Otto Octavious or as he was calling himself Doctor Octopus, "Goddamn it…..5 months of no strange bruises appearing on my body and now this whacko shows up and blows it to hell" he continued touching the spot but wincing at the pain. After the fight last night, Peter spent the remainder of the night searching for the good Doctor but to no avail, Doctor Octopus had vanished. Deciding to call it a night he went home developed his pictures and immediately fell asleep, but when he woke up because he had to go to the bathroom he happened to glance at his reflection in the mirror.

"How am I going to explain this Aunt May? Maybe I shouldn't…..if I can avoid her long enough for this to heal….no that won't work. Ugh…I made her a promise no more secrets but I can't tell her the truth truth"

**KNOCK! KNOCK! **

"Peter are you in there?"

'_Speaking of Aunt May'_ he thought to himself letting out a sigh, he turned to the door and went to open it '_Here goes everything'_

"Yeah I'm in here Aunt May" he replied opening the door.

Aunt May looked at her nephew and she gasped in horror.

"WHAT HAPPENED TO YOUR FACE!" she shouted grabbing his chin and looking at the swollen side a little bit closer.

"I got hit in the face" he replied '_Technically it is the truth'_

"By what"

"A baseball, I was tossing it up in the bed and I missed it and it hit me in the face. I'm alright though Aunt May it's not a big deal really"

"Peter you have to be more careful, come on you need to put some ice on that before the swelling gets any bigger" she said taking him by the shoulder and leading him downstairs.

* * *

**Across Town- Waterfront Warehouse**

"At last the final fusion regulator is in place" stated Doctor Octopus backing away from one of the curved columns. Otto's tentacles picked him up and walked over to the platform that was in front of the machine, he stood on the platform and he surveyed the machine as it started to give off a familiar hum, the humming began to grow louder and louder there was an orange glow from the top of the four curved columns and then four orange beams of energy shot forward and to the middle of the machine and a small ball of orange energy formed.

"The Power of the sun in the palm of my hands" he said rubbing his hands together in joy, "Now all that's left is Osborn" he stated to his tentacles, which began to snap their pincers together in anticipation.

* * *

**Later: 11:00 am: Daily Bugle**

Peter entered the always busy bull pen that was the newsroom of the daily bugle. Reporters running around checking their facts, furiously typing and printing their stories as fast as they could. Peter expertly maneuvered his way through the bullpen and towards the office of J. Jonah Jameson, whose voice he could hear clear through the door. He glanced at the desk of Betty Brant but curiously he didn't see her there, he shrugged his shoulders and he entered the office.

* * *

**J. Jonah's Office **

"ARE YOU TRYING TO TELL ME HOW TO RUN A NEWSPAPER! BECAUSE IF YOU ARE YOU CAN GET OUT RIGHT NOW!" shouted J. Jonah at the top of his lungs.

"Jonah calm down I hate to say this but she might have a point I think we should give it a try" came the calm voice of Robbie Robertson.

"NO SHE DOESN"T ROBBIE!"

Peter entered the office to see J. Jonah at his desk and Robbie standing next to him, sitting in the chair in front of his desk was a girl with her back to him, he could tell from the hair style. As he entered everyone turned to him, including the girl who looked to be about his age only a year older, long black hair, hazel eyes, a light brown skin complexion and from Indian descent, she was very cute.

'_Wow'_ thought Peter looking at her, before looking at J. Jonah.

"Is this a bad time?" he asked

"Jesus Peter what happened to you?" asked Robbie looking at his face.

"It looks like you got into a fight with Tyler Durden and lost" said the girl looking at Peter's bruised/swollen face.

"Even if I did, I couldn't tell you about it because the first rule of fight club is….you do not talk about fight club" he replied back, "No need to get alarmed people I got hit by a baseball" he said walking towards the desk.

"What do you want Parker I'm in the middle of a discussion" said J. Jonah lighting a cigar.

"Just the usual JJ I'm here to drop off some Spidey pics. Last night around 1 am he stopped an armed car robbery and I'm here to deliver the goods" he replied placing the photos on his desk. The girl got out of her chair and grabbed the pictures on the desk and looked at them. J. Jonah leaned forward and snatched them out of her hands.

"I'll take that missy" he stated puffing out smoke, "They stink Parker….here Robbie make this one page one." He said handing Robbie a photo. Robbie grabbed the photo and made his way towards the door.

"You got it Jonah. Nice work Peter" said Robbie on his way out.

"How did you get those Photos…..I was there and I didn't see you" came the girl's voice.

"Who are you?" asked Peter looking at her.

"I'm the new Daily Bugle reporter…Indira Daimonji, but most people call me Indy" she replied.

"Hi Indy, I'm Peter Parker" he said holding out his hand which she shook.

"Hold on there Missy I never said I was hiring you" J. Jonah chimed in.

"Mr. Jameson you need me if you want the Daily Bugle to survive in the coming years" she replied back to him.

"What's going on?" he asked looking between them.

"Well Pete those photos of yours are good but I got something better actual footage of that same robbery….by the way you never did answer my question how did you get those photos, I didn't see you anywhere near the truck so how did you get that angle" she asked looking at him while reaching into her purse.

"A good photographer never reveals his secrets" Peter responded slyly.

"Hmph….fair enough" she said pulling out an SD card and slamming it down on J. Jonah's desk. He looked at the card and scoffed.

"What the heck am I supposed to do with that?" he asked

"Upload it to the Daily Bugle website….pictures are good but what the audience wants is the raw footage, why do you think TV has been kicking the newspaper in the teeth for years. It's time for you to fight back and you do that by using the internet" she stated with a smile.

"INTERNET BAH!" J. Jonah scoffed folding his arms across his chest and blowing out smoke from his cigar.

"Mr. Jameson I've done research on you and the Daily Bugle, you offer quality stories in your paper, you don't skew the fact one way or the other and that's great a rare gem, but let's face it…. People aren't' reading the newspaper like they used to, nowadays people usually get their news from the Television, but you have an opportunity now to get back on top in the new age the internet. Everyone is getting their news from the net. You've been surviving off of your loyal core readers but those readers are growing older it's time for you to reach the kids today"

'_She's smart'_ thought Peter following her logic.

J. Jonah leaned back and he puffed out some smoke, he grumbled to himself but he had to admit that Indy had a point, his readership was declining and he needed a way to boost the readership, but he didn't want to admit it to some kid.

"Newspapers are coming back" he stated to her proudly

"No sir they are not and I can prove it"

"Really" he replied

"Give me two months…I can set up the Daily Bugle website and I can post the stories as well as my footage and I'll show you how many people will see it, just give me two months and you'll see I'm right"

"And just you will be running it"

"Well yeah… but on second thought I might need a partner"

"I can help her" Peter chimed in "I know a thing or two about the internet and she's right JJ if you want new readership you have to reach the new age audience and every teen that I know surfs the web for info rather than the newspaper"

JJ rubbed his chin and he looked at the two teens in front of him, he continued to grumble to himself but he was curious to see if their idea would go anywhere and he was slightly desperate.

"Fine….. We'll give this a try the Bugle could use some new readership, but I'm not hiring you and you're not getting anymore money from me Parker" he stated

"That's fine Mr. Jameson I'll work for free….we'll call it an internship" said Indy with a smile.

"Are you sure you can't spare an extra fifty bucks?" asked Peter.

"NO!" J. Jonah shouted at him.

"Okay then" he replied rubbing his neck.

"You can use one of the free desk and computers out there and before you post this stuff on the net I have to sign off on the footage and the stories that you write is that clear"

"Crystal" the two replied

"Good now get outta here, oh and Parker don't forget about the Gala tonight and bring your camera…..now get lost"

"Wait…my paycheck"

* * *

**Bullpen**

**SLAM! **Went the door to J. Jonah's office. Peter glanced down at his 200 dollar check and he smirked.

'_Now I can get some more web fluid'_ he thought to himself.

"Hey thanks for agreeing with me in there" said Indy, Peter turned to his left and he looked at her.

"Uh it's no problem; it's actually a good idea I don't know why anyone else hasn't thought of this yet"

"Mostly because these people around here are entrenched in tradition of the old days, but you and I are part of the new age, so we tend to think outside the box more"

"Oh stop it" came a voice. Peter and Indy turned to the sound and they saw Betty Brant and a guy walking up towards her desk. The Guy was about Betty's age and he stood at 5'11 with medium length dark hair, he had brown eyes, and an even skin tone and he looked to be of Hispanic descent. He had a slim build and was wearing a gray shirt, a blue jacket, blue jeans and white sneakers.

"Hey Peter" said Betty with a smile.

"Hi Betty" he replied

"Who are you?" she asked looking at Indy

"I'm the new intern you can call me Indy"

"Well it's nice to meet you Indy I'm Betty Brant and this…..this is my boyfriend Vin Gonzales" she replied.

"Hey" he said waving at them.

"Do you work here too?" asked Indy

"Nah, I'm just here to treat my girl to brunch before my first class" he replied with smile before kissing Betty on the lips.

"Vin if you don't get going now you'll be late for you class"

Vin looked down at his watch and shook his head.

"You're right Betty, it was nice meeting you guys maybe we'll met up again, I'll see you later tonight babe" he responded before turning and walking away.

"He's cute" said Indy turning to Betty.

"Isn't he" she replied sitting down at her desk, she looked at Peter and saw he had one of Jonah's check in his hand wait for it to be stamped "I'll take that Pete" she said holding out her.

Peter gave her the check and she stamped it.

* * *

**30 Minutes Later: 11:30 Bullpen**

'_The camera really does add 10 pounds'_ Peter thought as he watched the footage of himself in action the night before.

"Oh wait here comes my favorite part" said Indy with a smile on her face, "BAM! Did you see the way he decked that guy it was…it was….."

"Amazing yes I know" he replied with a knowing smirk.

After finding a free desk with a computer Peter and Indy immediately went to work building the Daily Bugle website. So far they created a basic page, once they did that Indy uploaded her footage.

Peter couldn't help but smile at her reaction to him beating up on the thugs, he turned back to the footage and he watched himself swing away.

"Tell me that wasn't cool" she replied turning to look at him.

"Very" he replied looking at her. Indy let out a sigh and furrowed her brows slightly.

"What is it?" he asked

"You know if it wasn't for that nasty bruise offsetting your face, I would say you're kinda cute" she replied

"Uh...thanks. I think" he said staring into her hazel brown eyes, while she stared back into his.

"AHEM!" came a voice.

Peter and Indy turned around to see Ben Urich standing behind them with a cigarette in his mouth.

"I hope I'm not interrupting anything" he said raising an eyebrow.

"No" the both replied at the same time.

"Good, I hope you got your camera Peter because you're coming with me" he stated

"Where are we going?" he asked.

"Harold Osborn's Disease Center grand opening…hurry up or we'll be late" he said turning and walking towards the elevator.

"Harry's what" he repeated standing up, he looked at Indy and he smile slightly "Sorry I gotta leave you with this but….."

"I completely understand you have to go where the story is so no worries, I'll be here and besides this is nothing I can't handle" she replied with a smile and then a wink.

"Great" he said swallowing hard and then turning and heading towards the elevator.

* * *

**Oscorp Center for Disease Research: 11: 50am**

**SCREECH!** Went the sound of the Taxi cab pulling up to the facility, the door opened and out stepped Peter Parker and then Ben Urich. Ben reached into his pocket and pulled out a few bills and gave it to the Taxi Driver. He took the money and then he drove away.

Ben took a puff of his cigarette and then flicked it away. The two looked at the facility and they could see that other reporters and news crews were already on the scene and had their equipment set up, there was a podium in place on the steps that lead towards the Research facility and the two could already see Harold and his assistant Dr. Stevens. Ben looked away from all of that though and he glanced at Peter through the corner of his eyes, but his glances didn't go unnoticed.

"So uh Ben is there something wrong?" Peter asked turning to him.

"Wrong" Ben repeated.

"Yes you've been giving me side glances ever since we left the Bugle"

"Oh that, sorry, I was just curious how you got that bruise"

"Baseball" Peter replied

"Are you sure it was a baseball"

"Yeah, why"

"Well because the size of that bruise doesn't exactly fit the size of a baseball"

"How would you know?" asked Peter.

"Well I used to play baseball when I was your age, and I've gotten hit in the face quite a few times with one and never has it left a bruise like that. You look like you got hit by something much heavier and significantly harder than…a baseball"

Peter swallowed nervously not like where the conversation was heading.

"You do know we're two different people right"

"Not that different"

"Ben come on, I got hit by a baseball really, why would I lie about something like that"

"Because you're trying to hide something" Ben replied looking at him.

**CLAP! CLAP! CLAP! CLAP! **

"Look….it's starting" Peter said walking forward and towards the crowd of people and raising his camera.

* * *

**Podium**

"Thank you Thank you, Good afternoon ladies and gentlemen, I'm very pleased that you all showed up today because today is a great day indeed" said Harold as he looked at the people in the crowd, "Today we unveil one of Oscorp's more humanitarian endeavors, our Center for Disease Research Facility. Here ladies and Gentlemen we shall have a team of the best scientist working hard to find cures for the diseases that plague our society today. Here we will treat those that have debilitating ailments with all of the care that they need, Here…is where we will ensure that the diseases of today will be eradicated for the hope of tomorrow"

**CLAP! CLAP! CLAP! CLAP!**

* * *

**SNAP! **Went the sound of Peter's camera as he took a picture of his best friend, he looked around at all of the people clapping and a small frown formed along his mouth.

'_A chip off the old block it seems'_ he thought eyeing his friend, upon thinking about him he was struck with the train of thought he was tip toeing around with yesterday, about how Harry might have taken something that no human should take, '_God Harry I really hope that you aren't going down the path that your…spider sense…danger'_

Peter looked in every direction searching for the danger and that's when he zeroed in on a man in a trenchcoat and a fedora. Peter raised his camera and focused it on the man and his eyes widen as he recognized the face.

'_DR. OCTAVIOUS!'_ he thought frantically.

"Peter are you alright, you look a bit pale" said Ben

"What…no I'm fine….perfectly fine Ben" Peter replied turning to him and putting a smile on his face, '_Got to slip away and find a place to change'_

* * *

"Thank you, Thank you. The Legacy of the name Osborn….."

"IS FILLED WITH LIES!" shouted a German accented voice. Harold scrunched up his eyes and he searched the crowd for the voice as did everyone else.

From the crowd out stepped the man in the trenchcoat, he reached up to the fedora and he tossed it off revealing the himself to everyone.

"Tell them what being an Osborn is all about. Tell them the kind of man you father was" stated Otto as he made his way up the steps and to the podium, "Tell them that your father was a man who enjoyed preying upon the hopes and dreams of others and promising them what they wanted most but in the end denying them of that dream"

'_Otto'_ thought Dr. Stevens with fear in her eyes.

"Dr. Octavious" said Harold looking him up and down.

"You know who I am…..good it saves me the trouble of introducing myself"

"I know that you were one of my father's top scientists and I know that he let you go"

"He fired me" Otto stated in a low voice stepping closer attempting to intimidate but so far his efforts weren't working.

"Well that is a shame I'm sure he had his reasons" Harold replied unafraid.

"A Trivial reason I can assure you, and for such a reason he must be punished but alas he isn't here…..but you are" he said and upon the words leaving his mouth his upper right tentacle shot out of his trench coat and grabbed Harold by the throat and effortlessly lifted him. .

"OH MY GOD!" the people in the crowd shouted in fear.

"And don't think I've forgotten about you Sarah" said Otto as his trenchcoat was ripped off of him and his other tentacles made themselves known. Otto's upper left tentacle flew forward and wrapped around the waist of Dr. Stevens, who was stunned with fear.

"O-tto" she stuttered.

* * *

**Crowd**

"Oh My God Peter we have to….." started Ben before he turned to see Peter's spot empty, he looked around but he didn't see the young man anywhere in sight, "Peter"

* * *

**Podium**

"You are guilty as well my Dear"

"Otto y-you….are acting irrational" she replied still frightened for her life

"DOCTOR OCTOPUS IS NEVER IRRATIONAL!" he shouted back while violently shaking her.

"HEY DOC OCK HEADS UP!"

Doctor Octopus turned in time to receive two feet to his chest that sent him flying back, but before he hit the ground his remaining tentacles dug into the cement and stopped his fall. He straightened up in time to feel a red clad fist strike him hard in the jaw rattling his whole body and soon that strike was followed by another one and then another one. Just as Spider-man was going in for another quick punch when Otto bottom left tentacle grabbed his fist while his bottom right tentacle hit him in the stomach knocking him away. Spider-man flipped in mid-air and landed on his feet.

"Let them go Doc you don't want to hurt them"

"Actually I do Spider-man and for your interference I want to hurt you AS WELL!" he shouted thrusting out his two tentacles. The arms slithered as fast as they could towards their target. Spider-man jumped over one of the arms and twisted to the left to avoid the other, but the arm swung back and hit him in the chest. Spider-man grabbed hold off the arm that hit him and he held tightly. The arm thrashed around trying to shake him off but to no avail.

While Ock's attention was on Spider-man Harold eyed the tentacle that was latched onto him. He looked at it and he gritted his teeth.

'_He's trying to intimidate me'_ growled Harold in his mind. He gripped the pincers holding him and he used his Oz enhanced strengthen he pried the pincer off of his chest and he landed on the ground, Doc Ock turned to him in shock. Harold dash over using his speed and he punch Otto as hard as he could in the face. The power behind the punch scrambled his mind for a second causing him to let go of Dr. Stevens who fell to the ground and it stopped him from fighting Spider-man who jumped off the tentacle and was on the ground.

Otto recovered from the punch, even though everything was still spinning slightly. He growled and all of his tentacles descended upon Harold but before they could strike him a web line snagged him and pulled him to safety. Spider-Man set him down on the ground and looked at his best friend.

"I had the situation perfectly under control" he stated adjusting his suit.

"I bet" Spider-man replied.

"RAH!" shouted Doc Ock in absolute anger. His tentacles dug into the concrete of the ground and ripped out a huge chunk of land and held it above his head.

"AHHH!" shouted the people still in the area watching the fight.

Doc Ock threw the chunk of land at Spider-man and Harold

"MOVE!" shouted Spider-Man grabbing Harold and jumping out of the way. The chunk of concrete went tumbling across the ground and it hit an oncoming police car.

Spider-man set Harold down again and he turned to see the police arriving on the scene.

Doctor Octopus looked at the police and then at Spider-man.

'_I'm surrounded...time for a tactical retreat…I can still get Osborn at the Gala'_ he thought to himself, he glanced over at Dr. Stevens and one of his tentacles shot over and grabbed her by the leg and lifted her up.

"AHHH!" she shouted.

"Put her down OCK!" shouted Spider-man

"As you wish" he replied before his mechanical arm reared back and threw her high into the air. Spider-man reacted on pure instinct he crouched low and he jumped up and shot a web and swung after the thrown Dr. Stevens.

"NEXT TIME OSBORN!" Doctor Octopus shouted before he made his escape down the hole he ripped open in the ground.

* * *

Spider-man caught Dr. Stevens and he gently sent her down on the ground.

"Are you okay"

"No, but thank you….thank you for saving me" she replied hugging him tightly.

"Yeah, not that you deserve it though" he replied breaking the hug "I haven't forgotten you. You and that other scientist guy created the Sandman….and you help to create the Green Goblin"

Dr. Steven's looked at him for a second before averting her eyes.

"I know…..and I wish I could take it back" she replied under her breath.

**WHOOOO WHOOOO!** Went the sound of the police sirens.

Spider-Man turned back to where he last saw Doc Ock but he wasn't too surprised when he saw that he was gone.

'_Next time'_ he thought to himself before shooting a web and swinging away.

* * *

**Later that Night: Watson Household **

Anna Watson was downstairs in the living room watching the evening news.

* * *

_**TV**_

"_And as you can see on your screen here Ladies and Gentlemen this was the footage taken a few hours earlier at the grand opening of the Oscorp Center for Disease Research Facility. What was supposed to be a day of rejoice turned into one of fear because of this man who now know to be Dr. Otto Octavious but during the confrontation with Spider-man he called himself Doctor Octopus. Dr. Octavious was well renowned and brilliant nuclear physicist….._

"What is this world coming to" Anna asked out loud shaking her head at the TV, suddenly the lights in the house dimmed real low and then they came back on.

"Aunt Anna" Mary Jane called out.

"Just a small power surge Mary Jane nothing to worry about….are you dressed yet?"

"Yeah I'm coming down now" she replied.

Anna Watson grabbed her camera and watched as her niece walked down the steps, she gasped slightly at how beautiful her niece looked in a medium length green dress and subtle make up. She held up the camera and snapped a photo.

"Dear you look so gorgeous, I'm sure your mother…wherever she is would say the same thing"

"Yeah I bet she would" Mary Jane replied.

Mary Jane's mother went out of town for a few weeks and got her sister Anna Watson to watch Mary Jane, but soon her trip out of town for a few days turned into weeks and then months, they would've notified the police but Anna Watson received a post card in the mail several days ago with the words I'm sorry written on it and she immediately knew it was from her sister, needless to say she had to break the news to Mary Jane who took it surprisingly well.

**HONK! HONK! **

"That must be the limo, I gotta get going Aunt Anna" she said kissing her Aunt on the cheek.

"Be back by 10:30 dear"

"Come on Aunt Anna it's Saturday"

"Fine 11:00 but not one minute later do you understand"

"I do….goodbye" she replied leaving the house.

Anna heaved a huge sigh and stared at the door.

"Ahh to be young and beautiful again" she said to herself wistfully.

**KCH! **Went the sound of all of the lights in the house going out; Anna looked around in confusion because she knew she paid the power bill.

"What on earth is going on?"

* * *

**Outside **

All of the houses on the block suddenly experienced the power outage; lights flickered and then just outright shut off, leaving the whole neighborhood in pitch blackness.

* * *

**Parker House**

Peter was folding his dress clothes and putting them in his backpack when the lights shut off at his house. He looked around and shook his head.

'_Aunt May thought she paid the power bill…but she probably didn't'_ he thought to himself, _'Doesn't matter I'm on the way out anyway'_ he continued, he put his camera in the bag and then tossing the book bag on his back, he pulled his mask over his face and he crawled through the window of his attic and to the roof.

Once he was on the roof he looked across the entire neighborhood and he saw that every house was blacked out.

"Okay maybe she did pay the bill, the Power Company probably hired a new guy" he said to himself jumping off the roof and to the next house and all the way to the end of the block. He then shot a web and swung away.

* * *

**Warehouse- Waterfront**

In the make shift lab that Doctor Octopus constructed for himself was his cold fusion machine. The once small ball of glowing orange energy was long gone and in its place was a steadily growing large ball of energy. If one were to look close at the ball they would see what looked like tiny explosions happening all at once on it's surface very similar to the sun in the sky. As the slowly turning ball continued to grow from the energy being usurped from all across New York, the tiny explosions began to grow in size as well. Doctor Octopus had anticipated this happening and as one tiny explosion erupted from the ball of energy a shield appeared in place blocking the explosion from venturing outside the curved columns. The shield was designed for that purpose but little did Doc Ock know the explosions were growing with far more intensity….more than the shield could withstand and soon the shields wouldn't be enough.

* * *

**Outside New York Convention Center: 8:10pm **

Spider-man landed on the roof of the building next to the convention center, he quickly peered over the edge to see well to do people dressed up in their fancy clothes venturing inside the building. He took off his bookbag and he opened it and took out his dress clothes and his camera.

* * *

**Inside the Center**

Mary Jane heaved a sigh and put a smile on her face as she shook hands with a woman that Harold introduced her to, she had been at the Gala for almost an hour and within the first five minutes she wanted to kill herself. This wasn't her type of scene and she knew for a fact that this wasn't Harry's type of scene either. A year and a half ago Harry wouldn't be caught dead at a function like this; he would've blown this thing off and took her to see her favorite band play in a concert at a club in the city. She heaved another sigh and she glanced at her grinning boyfriend and she narrowed her eyes slightly. She turned away from him and she politely excused herself and walked off, but even as she did that Harold didn't even notice.

Mary Jane made her way through the crowd, she eyed one of the many waiters with a glass of Champaign and she went to grab one, but the waiter who looked to be about her age pulled the tray away.

"Are you 21 there young lady" asked the waiter

"Yes I am" Mary Jane replied grabbing for one, but again the waiter denied her.

"Try 17" the waiter replied with a smirk.

"Look you I need….." Mary Jane stated.

"MJ?" came a voice she recognized. MJ and the waiter turned to see Peter Parker standing a few paces away with his camera in hand; he walked over towards the two.

"Peter" Mary Jane and the waiter said at the same time.

"Indy?" went Peter looking at the waiter who was in fact Indy.

"What are you doing here?" the three teens asked at the same time.

* * *

**Roof**

Staring through the glass dome on the roof the Convention Center was Doctor Octopus. His tentacles where clicking and whirring behind him as he stared at all of the people down below.

"Look at them down there….the so called High Society…they believe themselves to be great but they do not know what true greatness entails, but I shall show them all as soon as I deal with…Osborn"

**CLANK! CLANK!** Went the sound of his tentacles snapping their pincers together.

* * *

**Inside **

"I'm taking photos for the Bugle"

"I'm with Harry remember" said Mary Jane looking at him, "And what happened to your face"

"I got hit by a baseball. You still went with him after the argument you guys had Friday?" he asked

"He….came by and apologized early this morning" she replied but then looked at Indy "You know her"

"Yeah…"

"We work together, I'm the new Daily Bugle Intern you can call me Indy" she said.

"Indy what are you doing here?" asked Peter with raised eyebrows.

"Duh, I'm a reporter Peter I go where the story is going to be"

"What story?"

"Weren't you there earlier with Mr. Urich when that crazy guy with the arms showed up"

"Yeah I was" he replied

"Wait, what crazy guy with arms?" asked Mary Jane.

"Well I was hoping to get a quick interview with Osborn….and also, didn't you hear what he said before he disappeared he said next time Osborn, that means he's gonna be back and when he gets back I'm gonna be there to get the story. This is exactly what our website needs Pete"

"What website?" asked Mary Jane completely lost.

"Indy you don't….."

"PARKER!" J. Jonah Jameson bellowed. The editor and chief stormed over to Peter and grabbed him by the arm, "HURRY QUICK TAKE A PICTURE WITH ME AND THE MAYOR!" he continued while dragging Peter away from the girls.

Indy and Mary Jane watched him being taken away. After a second Indy turned and looked at Mary Jane.

"So what are you his ex?" asked Indy

"Wha…no" Mary Jane scoffed "We're just friends" she replied still looking in the direction Peter went.

"Hmm that's good to know…..so is he single?"

Mary Jane turned and just looked at her.

* * *

Peter raised his camera and he took a photo of J. Jonah and the mayor, he shook his head and then smirked as Jonah turned and in his normal boisterous voice introduced himself to a rich couple behind him. Peter's smirk turned to a frown as Indy's words played around in his mind.

'_Could Dr. Octavious try to attack Harry here of all places'_ he thought while looking around, he didn't have to look long before his eyes landed on his best friend, _'No he wouldn't, there are too many people and the police are outside and…Spider Sense' _

**CRASH!**

Peter looked up to see Doctor Octopus falling towards the ground, but right before he landed his tentacles extended downward and set him down gently.

"AHHHHH!" the people shouted upon seeing him, everyone dropped their drinks and started to clamor for the exit.

"A party and I wasn't invited….pity, maybe I should talk to the host…OSBORN COME OUT HERE!" he yelled at the top of his lungs. He looked at some of the people and his tentacles grabbed them and started tossing them around, "IF YOU DON"T THEN YOUR GUEST WILL HAVE TO SUFFICE!"

* * *

As soon as she heard the crash Indy looked up to see Doc Ock, she gasped slightly before dropping her tray and attempting to reach into her pocket for her handheld camera.

"AHHHH!" shouted the people as they all began to clamor for the exit. Mary Jane looked on in shock and fear. She turned around and was about to run when she saw Indy attempt to run towards the action, she shook her head and then quickly grabbed her arm and yanked her away.

"WHAT ARE YOU DOING!" Mary Jane shouted as she tugged the girl towards a set of double doors that led to the kitchen.

"What does it look like I'm getting the story…now let me go"

"Not a chance, you're gonna get yourself killed and besides who do you think you are Lois Lane" commented Mary Jane as the two girls entered the kitchen. Mary Jane looked up to see the bus boys and chefs running out the back door to an alley. She grunted and tugged the struggling Indy towards the back door.

* * *

**Inside **

Peter eyed Doctor Octopus and then he eyed Harry who took a step forward.

"OTTO!" shouted Harold with hate in his voice.

'_Harry'_ thought Peter frantically, he looked down at his clothes and he growled slightly, _'Please God just give me a few seconds'_ he thought turning and search for a exit, he looked up and he saw the doors to the kitchen and he remembered that there was an alley that he could scale and get to the building that had his stashed book bag with the rest of his Spider-man gear.

* * *

**Alley**

"Let me go" Indy struggled

"You're gonna get yourself killed you idiot" Mary Jane replied back. They were almost out of the alley but then they heard a sound.

**BAM! **The two girls turned to see the door they just exited through kicked open, they both watched as Peter exited and tossed his shirt to the side reveal a certain red and blue webbed costume. The two girls watched in shock as Peter jumped and stuck to the wall of the alley, he quickly scaled up the wall and the flipped over the edge and to the roof.

For a long moment neither said anything both just stared wide eyed at the revelation they both had inadvertently discovered…..Peter Parker is Spider-Man.

"OH…MY GOD" they both stated at the same time.

"This is….this is…..GREAT!" shouted Indy in joy.

"Pete" Mary Jane whispered in shock, her mind was reeling as she thought back to the last 2 years, the more she thought the more everything fell into place. His mysterious disappearances, his bruises, his reason for always being tired, his break up with Gwen, this weird and strange attraction forming between the two of them, she reached a shaky hand to her head as every single piece came together to form a picture of her best friend being the mysterious masked vigilante known as Spider-man.

"I'LL BE FAMOUS!" shouted Indy in joy.

Mary Jane shook her head and turned to Indy who was talking a mile a minute about the discovery.

"BOOK DEALS! How I discovered Spider-Man's Identity by Indy Daimonji….OH MY GOD OH MY GOD…..MOVIE DEALS!"

Mary Jane listened to her and she balled up her fist. Mary Jane took a step towards the girl and grabbed her by the front of her outfit and shoved her against the wall as hard as she could.

"HEY!"

"SHUT UP!" Mary Jane growled "Look into my eyes and listen very closely"

Indy quickly closed her mouth and stared into the intense green eyes of the woman in front of her.

"We haven't been properly introduced….my name is Mary. Jane. Watson, and I am someone you do not want to F*&^ with, what you've just seen here….I want you to forget"

"Wha….."started Indy before Mary Jane's grip on her clothes tightened.

"FORGET! Peter Parker is one of my best friends and I'm very very protective of my friends. This is a dark secret and it will remain a secret, you **will not** speak of this incident to anyone because if you do I will find you and I will hurt you" she stated darkly staring into Indy's eyes. Mary Jane reached down with one hand and felt around Indy's pockets until she felt her wallet. Mary Jane let her go and then took her wallet out of her pocket and opened it and took out Indy's driver license, "Now Indira….you know who I am but I **know **who you are and where you live so if you open you mouth to anyone about Peter's secret or if word gets out in any way I will hold you personally responsible and then you and I will have a problem….and trust me you don't want that…Have I made myself perfectly clear

"C-C-Crystal" Indy stuttered before swallowing hard.

"Good….now get out of here" said Mary Jane taking a step back. Indy as quick as she could ran out of the alley as fast as her feet could carry her. Mary Jane watched her go and as soon as she turned the corner she released a sigh and then leaned against the wall. She ran a hand through her fiery red hair.

"Peter" she whispered before glancing up at the spot she saw him climb up.

* * *

**Same Time**

Peter reached his book bag and he quickly opened it, he removed his mask and slipped it over his head and then he grabbed his gloves and his web shooters. After finishing his costume he turned back to the convention center and he ran and jumped.

* * *

**Inside**

Harold looked around at some of the motionless bodies of his party guest that were not fast enough to escape the mechanical arms of Doctor Octopus. Most of the other guest had found the exit leaving the two alone with the convention center staring the other down. Harold eyed the grinning man before him and he cracked his knuckles.

"You are trying my patience Otto your grudge against my father has nothing to do with me"

"It is as I told you; He is not here to receive his comeuppance so you'll have to do"

"Hmph….well then Otto what are you waiting for come and get me" said Harold unafraid.

"RAH!" shouted Doctor Octopus as he scurried forward on his tentacles.

Just when he reached him Spider-man swung in and kicked him in the side sending him flying into a table of food.

"GET OUT OF HERE NOW!" shouted Spider-man at Harold.

"I don't take order from anyone and I told you Spider-man I had everything under control"

"WHY! WHY ARE YOU EVERYWHERE I GO!" roared Doctor Octopus as he rose up and turned around.

"You know have you ever considered that you are everywhere I go, I'm just saying that….." he started before pushing Harold out of the way as a table came flying towards them, "Just saying you might want to look into it"

Doc Ock's tentacle's pushed down on the ground launched him into the air and at the wall crawler. Two of his tentacles shot forward and Spider-man twisted out of the way, the bottom tentacles came forward, Spider-man flipped onto one of the tentacles and he ran along the arm. His upper left tentacle tried to knock him off but he jumped at the last second and kicked Otto in the face. Otto was almost sent to the ground but two of his tentacles steadied him. Spider-man landed on the ground but just as he landed one of the tentacles grabbed him by the back and then slammed him down on the ground and flung him away. Spider-man twisted in the air and shot two webs at Otto and pulled him along despite the fact that two of his tentacles dug into the ground but the momentum was too great and he ended up getting dragged along. The two combatants crashed through the front doors of the convention center and went tumbling down the stairs.

* * *

Harold watched the two go crashing outside and he narrowed his eyes, he straightened his suit and he looked around the center.

"Even during your incarceration you manage to make everything about you Father" he said in a low voice.

* * *

**Outside**

"Ugh…man that was…." He started before rolling to the side avoiding a sharp spike from one of the mechanical arms, "Unpleasant" he said springing on one hand into a crouch. Doctor Octopus was picked up and he eyed Spider-man. He rose up on his bottom tentacles while his upper tentacles shot forward, Spidey flipped and kicked the tentacles away and as he landed he sprung towards his opponent. Otto's bottom right tentacle tried to hit him but thanks to his spider sense he dodged the strike and grabbed hold of the arm and used it to balance himself as he kicked Otto in the chest, he then grabbed Otto's shoulder and flipped onto his back and wrapped his arm around his throat, but it was then that he noticed the dozens of cop cars pull up on the scene.

**WHOOOO WHOOOOO! **

"FREEZE BOTH OF YOU!" shouted several officers getting out of their cars.

"NO GET BACK!" shouted Spider-man trying to wave them away, but that was his mistake, since he was momentarily distracted one of Otto's tentacles grabbed his outstretched hand and yanked him off. The arm held him high and the air and then slammed him down on the hood of a cop car denting it, he raised him up again and he slammed him down one more time.

Doctor Octopus growled seeing the police, and his tentacles sensing his anger sprung into action. They slithered towards the unsuspecting officers. The arms grabbed the front of one of the police cars and lifted it up and threw it at the officers. Two of Otto's tentacles grabbed a car and ripped it in half and threw the halves at the officers approaching on foot injuring a few of them in the process.

**KCH!** Went the sound of all of the lights in the area suddenly shutting off. Otto looked around and a smirk crossed his lips.

'_My machine is reaching its peak I must get back to my lab to see my dream come to fruition'_ he thought to himself. Retracting his tentacles he turned around and then carried him away as fast as they could.

Spider-man rubbed his head as he sat up on the hood of the car, he painfully rolled over and he searched for Doctor Octopus and he saw him trying to make a get away.

'_NO…can't let him escape this time'_ he thought to himself forcing himself up despite all protest from his body. He jumped off of the car and he swung after him.

* * *

**Street**

Otto scurried to the street and he eyed a speeding tractor trailer truck, his tentacles pushed off the ground and launched him to the truck, the four arms latched on and carried him to the top where he stood.

Spider-man swung high in the air after the truck, but while he was swinging he noticed that the lights were shutting off all across town, just a massive blackout.

'_That's not good…what the hell is going on'_ he thought to himself, but he shook his head and focused on the task at hand stopping Doc Ock.

* * *

Otto's tentacles gave a whisper in his ear, he turned and looked up to see Spider-man swinging towards him, and he let out a growl as he eyed the swinging vigilante. Otto's tentacles extended to the ground and grabbed a car that was driving along side the truck, the car was lifted up and thrown at Spider-man.

"WHOA!" he shouted dodging the flying car, '_Jeez'_

Otto held up his arms and his tentacles flailed and grabbed more cars and began to throw them in hopes of knocking him out of the sky, but thanks to Spidey's spider sense he dodged them as they came.

He let go of his web and he sprung off one of the flying cars, corkscrewed in the air dodging two cars at a time, he straightened his body and flew in and out of the open window of a car and then shot a web and continued to swing after his enemy.

Otto's tentacles snapped together feeling his anger at Spider-man's refusal to die.

Spider-man shot a web at the truck and pulled himself to the surface in front of Doc Ock.

"You are a nuisance" he stated looking at the wall crawler.

"Actually I'm a Libra but close enough" Spider-man replied jumping over a sweeping tentacle, he shot two webs but Otto's tentacles shield him from the webs and ripped them apart. Spider-man jumped and fired three web balls that hit Otto in the jaw, but his tentacle caught him and stopped him from going too far back, he recovered and all four of his tentacles hit him in the chest and knocked him back.

'_Oomph…I gotta immobilize those arms otherwise I can't get in close to do enough damage' _he thought to himself rubbing his chest.

**KABOOOM! **

Spider-man turned to the right to see an explosion happen and several of what looked like Hawk gang members running rampant in the darkened streets. He looked around he could see more people running wild and crazy through the streets because of the sudden blackout. The truck he was on speed past the scene but before they were too far away he saw some civilians in trouble.

'_Oh no…I have to help them…. but I've gotta deal with Ock'_ he thought to himself, his spider sense alerted him to an attack and he flipped over it, _'Those civilians won't last with the hawks….I know I can place a spider tracer on Ock_' he thought. Spider-man crouched and flipped off the truck he shot a web and he swung towards the front of the truck, he quickly reached into his utility belt and pulled out a spider tracer. He shot some web balls at Otto's face and while he was distracted he threw the tracer at him and it connected to Otto's leg.

'_DIRECT HIT! Alright now to help those civilians'_ he thought changing his direction and swing away from Ock.

Doctor Octopus saw him swing away and he grinned to himself thinking that Spider-man realized the futility of fighting him.

"THAT'S IT SPIDER-MAN RUN AWAY! RUN AWAY FROM DOCTOR OCTOPUS!" he roared at the top of his lungs.

* * *

**Across Town : Few Minutes Later**

**RING! RING! RING! **

Captain Stacy took out his phone and he answered the call

"Who is this?"

"It's me…Spider-man"

"Kid what do you want I'm busy"

"So am I, I just stopped some Hawks from tuning up a few civilians, plus a few people trying to loot a gun shop"

"Yeah I have every available officer out trying to keep the peace but the blackout is making people crazy…we have a massive outbreak of riots and looting"

"Do you know what caused it?" he asked

"No, but I got Terry on it, she's at New York Power Co. now"

"I'll give her a call to see if I can help" he replied

"Wait Kid no…this is…hello….HELLO!" shouted Captain Stacy looking at his phone but it was useless because Spider-man hung up. He growled to himself and he turned his attention to the people running through the streets and upon seeing them he shook his head.

* * *

**New York Power Co. **

Lieutenant Lee stood in front of the manager of the main Power Company for the city with her arms folded across her chest.

"So you have no idea what's going on?" asked Lieutenant Lee

"Yes….No….Look from what my people tell me there is something re-routing all of the power in the greater New York area"

"Where is it going?" she asked

"We don't know yet I had my best computer technician on it trying to pinpoint the location we were close…we almost had the location but then we got hit with the blackout and…."

**RING! RING!** Lieutenant Lee let out a sigh of frustration and answered her phone.

"What is it?"

"Is that how you answer the phone?"

"Kid….how did you get my number?"

"Magic, listen I just got word from the Captain that you're investigating the blackout"

"Yeah I am, the manager at the power company says the power is being re-routed"

"Where?"

"He doesn't know"

"Well where was the last known Power outage" Spider-Man asked.

"Why does that matter?" she asked.

"I'm thinking that if we can tell where the last known outage occurred we can get a better picture and see if we can pinpoint the location" he replied. Lieutenant Lee shook her head and then looked around the candle lit room. She eyed a map on the wall and she went and ripped it down and placed it on the desk of the manager. She grabbed a pen and then looked at him.

"Where did this all start?" she asked.

"We first noticed it on the outside of Manhattan first in all of the other Burroughs. First it was Staten Island, then Brooklyn, Queens, Bronx, and now Manhattan"

As the Manager was talking Lieutenant Lee was circling the areas on the map.

"Where did it first start in Manhattan?" she asked.

"Harlem, then Upper East and West side, Midtown…"

The Manager continued to rattle off the places of the blackout started and every place the Manager named Lieutenant Lee marked until she came to a stop.

"THE WATERFRONT!" she and Spider-man shouted at the same time, "All of the blackouts were leading to the waterfront…." She said staring at the map.

"Listen I'm on the way there now…send some units" he said before hanging up. Lieutenant Lee hung up her phone and then dialed the number to Captain Stacy's cell phone.

* * *

**Waterfront **

Spider-Man landed on a light pole and he surveyed the Waterfront but he didn't have to look long before he spotted a bright orange light coming from a run down looking Warehouse. He looked down to see several people staring at the strange glowing orange light that was shinning from within.

'_Well that doesn't scream Ominous'_ he thought to himself shooting a web and swinging towards the warehouse.

Spider-Man landed on the side of the Warehouse and he scaled the wooded wall until he reached a semi-broken window and he looked inside.

"Holy Crap" he said in absolute shock as he saw the giant ball of glowing orange cold fusion energy within the machine that he had constructed. His eyes widen as he saw Doctor Octopus standing in front of it on a podium laughing maniacally.

"He built a cold fusion machine and from the looks of things he's trying to contain it but…it's too big…I've got to stop him" he said looking around for a way to enter the Warehouse unnoticed.

* * *

**Inside**

"HAHAHAHAHAHA! AT LONG LAST MY GENIUS IS PROVEN!" he shouted in joy, "Look at it…beautiful, just raw and unbridled beauty and….." he started before one of his tentacles slithered up to his ear and clicked softly. He balled up his fist in anger and glanced behind him slightly.

* * *

Spider-Man stealthily crawled along the roof of the Warehouse all the while keeping his eyes on the back of Doctor Octopus. The wall-crawler turned slightly and he judged the distance.

'_Gotta time this just right'_ he thought to himself letting go and shooting a web, he quickly swung low with the intentions of hitting the unsuspecting Doc Ock but just when he got close enough the tentacles moved Otto out of the way.

"THIS IS OUR LAST CONFRONTATAION ARACHNID!" he shouted before his tentacles lashed out. Spider-man ducked and dodged the three of the tentacles but the last one hit him in the face, he rolled with the attack and fired a web that snagged Otto in the chest. Spider-man was about to pull when Otto's upper left tentacle produced a blade and sliced the web. The bladed arm flew at Spidey but he managed to grabbed the arm and deflect the blade away from him, but Ock's bottom tentacles slithered forward and ensnared his feet and lifted him up. Ock twisted his body and which in turn made the mechanical arms swing Spider-man around and slam him into the wall very hard denting the wood. The bottom tentacles retracted and then tossed him up in the air slightly and both of Otto's top arms extended forward and hit Spider-man in the chest knocking him back and into the wall again. Ock's upper right tentacle shot out and wrapped around Spider-man's waist and hoisted him upside down and brought him face to face with Otto.

"Dr…..Oc-tavious…l-listen to me….you're causing...blackouts all over the city" Spider-man struggled to say.

"I'm well aware of the blackouts my web-spinning foe but the power required for my machine is necessary if I want to make the reaction big enough"

"Too much….power…..you've exceeded the size barrier…..it'll become unstable. You can't contain Cold….." started Spider-man before one of Otto's tentacles smacked him across the face.

"SHUT UP! Do not presume to think you know more about Cold Fusion than I, you might have a scientific mind but it does not compare to the knowledge I posses. I Dr. Otto Octavious have calculated and planned every angle of this experiment and I can assure you that I have achieved…."

**KCHSSSSSSSS BRRRNNNNN! **

Doctor Octopus turned to the sound and his eyes widen slightly, the shield generator to his fusion machine was destroyed and a lance of pure energy shot out of the giant ball and it the roof of the warehouse and destroyed it instantly. Doc Ock threw Spider-man away and made his way over to his machine.

Since the shield generator was destroyed he had to use his mechanical arms to contain the mini-explosion happening on the surface of the ball of energy.

Spider-man painfully pushed himself up and he looked at Doc Ock trying to fix his machine.

'_Spider- sense'_ he thought, he looked up to see all of the metal, wood and loose items around the Warehouse being violently drawn into the giant ball of energy, '_It's too big….I have to cut off the power source before it gets any bigger and destabilize'_ he continued. He looked around and he saw several large power cables tied together and connected to the machine. He glanced at Ock to see he was preoccupied so he took the chance and hopped over to the cables. He grabbed hold and with his spider-strength he began to pull all of his might.

**RIPPPP!** Went the sound of the cables being yanked out of the sockets.

"WHAT ARE YOU DOING!" shouted Doc Ock turning to the sound, one of his tentacles grabbed Spider-man by the back of the neck and lifted him up.

"What does it look like, I'm pulling the plug before you kill us all" he replied visibly struggling to get the mechanical arm off of him.

"NO YOU IDIOT IT WILL STABILIZE I KNOW WHAT I'M DOING!"

"NO YOU DON"T!" Spider-man shouted back, "YOU'RE BLIND TO YOUR OWN HUBRIS!"

"WRONG SPIDER-MAN OTTO OCTAVIOUS IS NOT BLIND, I SEE CLEARLY!"

"OH YEAH! WELL CAN YOU SEE WITH WEB IN YOUR EYES!" he shouted shooting a thick patch of webbing into Dock Ock's face covering his eyes.

"RAH!" shouted Doc Ock raising his hands to his face trying to rip the webbing off. While his was thrashing around his mechanical arms were flailing in every direction sensing his discomfort.

'_DROP ME!'_ Spider-Man shouted in his mind. The tentacle that had him in its grasp suddenly flung him away and he sprung off his hands and into a crouch.

He looked at the machine and he saw that the ball of energy wasn't shrinking, it was growing.

"No…it's self-sustaining" he whispered seeing the explosion growing bigger.

**CRACK! CRACK!**

Spider-man looked around as the Warehouse began to bend inward and towards the ball of energy. A whole section of the wall was ripped off and went flying into the ball of energy and instantly disintegrated. Spider-man looked out of the now open section of the wall and he saw the water.

"That's it I'll have to drown it, hopefully the water molecules will react with the machine…..how do I drown it?" he asked himself out loud.

Just then a massive loop of energy erupted from the orange ball and swept across the ground in front of Spider-man disintegrating everything in its path. Spider-man shielded his eyes but once the energy resided he lowered his hand and he saw several support beams through the giant hole that the loop of energy punched into the bottom of the Warehouse.

"Ask and ye shall receive" he said eyeing the wooden support beams. Spider-man wasted no time in shooting several webs at the support beams, "Okay Spidey….PULL LIKE YOU'VE NEVER PULLED BEFORE" he grunted pulling on the webs.

* * *

Doc Ock finally ripped the webbing off and he growled in anger frantically searching for Spider-man. He turned and saw his enemy pulling on his webs, Ock followed he webs and he saw them attached to the support beams and he immediately deduced that Spider-man was going to drown his dream.

"NOOOO!" he shouted his tentacles quickly carrying him towards his enemy.

**CRACCKKKKK!** Went the sound of all the support beams being ripped away. The whole section with he Cold Fusion machine quickly began to sink into the water below.

"YOU INSUFERABLE CUR!" shouted Doctor Octopus tackling Spider-man. The two went tumbling through the hole in the ground and into the water with the machine.

* * *

Doctor Octopus and Spider-man twisted, rolled, and fought under the water. Ock was using his human hands to strangle the life of the wall-crawler. Spider-man looked at Otto's face and he could see the rage and hate written all over it.

'_Can't use my webs….have to think…..running….low on air'_ he thought frantically, but as he was drowning he was taken back to a training session with Iron Fist and an idea sprung into his head. Spider-man quickly brought his hands up and he used his knuckles to hit three pressure points on Doc Ock's neck. Otto immediately let go of Spider-man's throat and a look of discomfort passed across his face before his whole body locked up freezing him. It was a completely new and unpleasant experience for Otto, he could barely think because of the painful seizing of his muscles, like his body was going through one giant spasm. He tried to move his mechanical arms but the signals weren't being transmitted correctly and they just wiggled around harmlessly.

'_Thank you Iron Fist'_ Spider-man thought to himself grabbing Doc Ock by one of his wiggling tentacles and swimming to the surface.

* * *

"AAHHH!" gasped Spider-man as he broke the surface of the water; he greedily sucked in the air while he pulled the frozen Doctor Octopus to the surface.

"M-M-My….B- Body…." Doc Ock struggled to say.

"The beauty of pressure points….don't worry it'll wear off….but you'll be jail by the time that happens"

'_Spider Sense' _

Spider-man looked down at the water and a brightly glow of Orange illuminated the water below before an explosion could be heard.

**KABOOOOOOM!**

A massive of column of water erupted from the sea and into the air. Spider-man stared up at the column of water with wide eyes, it hovered there for a long second before it started to fall, fall right towards them.

"CRAP!" shouted Spider-man as the column of water hit him and Doctor Octopus dragging them under water again.

* * *

**Streets of New York **

Lieutenant Lee and several other police cars sped through the darkened streets trying their hardest to get to the Waterfront to give Spider-man some back up. She turned a corner and just as she turned the corner she saw a giant column of water rise up.

"Holy Crap!" she shouted, slamming her foot on the brakes. She opened the door to her care and got out and looked up at the column. It hung in the air for a second before crashing down. She looked at the crowd of people standing on the edge of the docks at a halfway destroyed Warehouse.

"COME ON BOYS I THINK THIS IT!" she shouted taking her gun out of its holster and running towards the crowd of people and she was quickly followed by the other officers.

"MOVE NYPD! WHAT THE HELL HAPPENED HERE!" she shouted.

"IT WAS AMAZING! OH MY GOD! HOW DID YOU NOT SEE THAT!" several people shouted at the same time. She shook her head and looked away from the people and at the Warehouse.

**SPLASH!** She turned to the sound to see a body come flying out of the water, she backed up just as the body hit the spot she was just occupying. Lieutenant Lee looked down at the defeat form of Doctor Octopus.

"What the hell" she started before she heard coughing and gagging, Spider-man hoisted himself onto the dock and he rolled onto his back.

"That was an experience" he said to himself.

"EVERYONE GET BACK NOW!" Lieutenant Lee shouted rushing over to him, "Kid you alright"

"No, but I'll live"

"Whose he?" she asked

"His name is Otto Octavious…but he calls himself Doctor Octopus. He's responsible for the blackout and for several assassination attempts on Harry Osborn" Spider-man replied while rising to his feet.

**CHCK CHCK** went a sound. Terry and Spider-man both looked over to see a street lamp flicker and then turn back on. They both looked on as all across the city the lights began to turn back on.

"Nice work kid" she said to him

"Thanks"

**KZZZZZZZ**

"Terry where the hell are you we got a situation over here" came the voice of Captain Stacy over her radio, she reached down and grabbed it "I'm with the kid he just stopped the guy responsible for the blackout"

"Tell him…good job the lights just came back on over here, but there's a gang fight going on over here and we need back up over here in Midtown" he replied

Spider-man turned to Doctor Octopus and he webbed him up in some thick webbing, he then crouched and then jumped into the air, he shot a web.

"Back up is on the way" she replied into her radio watching Spider-man swing away.

* * *

**Much Later in the Night- Rikers Island**

"Thank you for being so quick Dr. Richards and coming in at such a short notice" came the voice of Prison Warden Phillip Doyle.

"It's no problem Warden as soon as I received word I knew I had to come over immediately" he responded.

The two men were standing in front of a metal door that was marked Prisoner #308; they were looking through the rectangular opening at the inmate inside and it was none other than: Doctor Octopus.

He was sitting on a cot in the middle of the large prison cell; his four mechanical arms were stretched out and locked securely in four magnetic bonds across the cell. Otto himself was in an orange jumpsuit and a black metal collar was around his neck.

"Are you sure that will hold him?" asked the Warden

"Of course, his mechanical arms are secured by powerful magnetic bonds, bonds that have been tested on someone much bigger and stronger than him, which reminds me I owe Ben a pitcher of beer. Also even if he does escape the collar around his neck is designed to administer powerful sedatives if his heart rate increases above a certain level"

"Impressive"

"Thank you"

"Where is the rest of your team Dr. Richards?"

"Helping the police with the riots" he replied looking at the Warden. The Warden nodded his head and he turned away from Doctor Octopus' cell and started down the corridor with Reed following behind him. As they were walking the Warden glanced from left to right his eyes looking at some of the other metal cell doors that held prisoners similar to Doctor Octopus. Prisoners like: Rhino, Scorpion, Shocker, Sandman, and Mysterio.

"You know Dr. Richards I have to thank you for all of your contributions to the prison, without you devising a way to hold these crazies that we pick up they could escape at any moment" he said

"No thanks is necessary Warden I'm glad I could help" he replied with a smile as they made their way to an elevator that would take them to the upper levels of the prison.

* * *

**Prison Cell #308**

Doctor Octopus looked around his cell with his eyes darting at the restraints on his mechanical arms, he tried to move them but they were secured tightly. He released a sigh smirking to himself; he then turned his devious eyes to his prison cell door.

"They may have me in this…cage for now, but I will be free and when I'm free again all will know my anger and Spider-man….you shall be the first to experience the Fury of Doctor Octopus"

* * *

**End Chapter: Read and Review: Hey readers it's me Nomad88 back again with the closing comments. It is my greatest hope that everyone has enjoyed the 50th chapter of this story and the debut of the iconic villain Doctor Octopus. I know that it started off kinda wordy but it was kinda necessary because I felt that you readers deserved to know what Otto was doing in the time he escaped from the Hellicarrier to the current timeline, but anyway I hope you all enjoyed the back-story, the fight scenes and all of the dialogue. I had a really great time writing this chapter and I hope that all of the characters are in character and there isn't too much OOC. Also can anyone guess what I was alluding to at the end of the chapter with the names on the Prison cell doors? One of the most anticipated chapters that is still a little bit far off but still approaching. Also there were a few moments in this chapter that's gonna come into play in the next few chapters and I'm pretty sure you readers know what moments I'm talking about. Anyway, again I just hope you all enjoyed the chapter and if you have any questions, comments, concerns, or rants just leave it in the review or send me a PM and I'll get back to you ASAP. This is Nomad88 saying Later…**

**Ps: Next story for update is Secret Warrior Spider-man and then Batman Beyond but what I'm gonna try to do is get both of those chapters out at the same time but if I can't then the regular order applies okay…cool. Also if you haven't seen Chronicle…do yourself a favor and go see it, very good movie. **

**Next up: Wings of Love and Feathers of Hate**


	51. Prelude to the Vulture

**Disclaimer: I DO NOT in any form or fashion OWN theses CHARACTERS! I repeat I DO NOT OWN CHARACTERS! All the credit goes directly to the people that created and own them, those people being: Stan Lee, Marvel and Disney. They are the owners so having said that I ask politely as I can to please….Not SUE ME, I have no money, none whatsoever I can assure you. Again Please DO NOT SUE ME! Okay now that that is out of the way on with the story. **

**THANK YOU! I mean I don't know what else to say I'm absolutely speechless…I'm without speech. Seriously readers thank you so much for the positive feed back via the reviews (We've reached past 200 WHOOOO) and the PM Messages. I'm overjoyed that all of you enjoyed the 50th chapter extravaganza with the debut of that Iconic and endearing villain Doctor Octopus, so again a big THANK YOU! With the debut of the Doctor Octopus over we dive in the next chapter sort of…and as all of you know this is the Classic Arc…Classic Spidey villains will start to show in the next few chapters so here's hoping you readers respond well to their portrayal. The only thing left to say is Read, Review (Writer's motivation) and of course….Enjoy….**

* * *

**Interlude: Prelude To The Vulture**

**TV: 8:45 am**

"_Good Morning New York I'm Michelle Burns bringing you up to the minute news, our top story today is the blackout that happened yesterday night. Our reports say that the blackouts started in Staten Island and then proceed to the rest of New York. If you look on your screen we have some footage of the downtown area during the night in question. _

_Riots and Stealing were abound as people took advantage of the brief loss of power. The police were hard pressed to keep the peace as you can see. Violent gangs such as the Hawks were in full last night as they too took advantage of the situation._

_Our inside sources say that the blackout was caused by this man…former Oscorp employee: Dr. Otto Octavious or as he has dubbed himself: **Doctor Octopus**. The full details of Dr. Octavious' insane plans are still unknown but we do know from an inside source that he was attempting to create some type of Cold Fusion Engine near Manhattan's Water Front, from a few eye witnesses' they say that the engine exploded in a grand fashion. Dr. Octavious' plan would have succeeded if it wasn't for the timely intervention of New York's own mysterious hero Spider-Man. Also earlier in the day at the Oscorp center for disease grand opening and at the annual Oscorp Gala Doctor Octopus staged an attack on the young Harold Osborn in hopes of…_

* * *

**Abandoned Warehouse, Somewhere in NY- Same time**

"_The young Harold Osborn in hopes of…"_ went Michelle Burn's voice on the TV before it was muted.

"Hmph…..oh how the mighty have fallen eh Otto. Still chasing after Cold Fusion…idiot" came the voice of an elderly man inside the warehouse looking at the modest television set in front of him. The elderly man's name was Adrian Toomes, who was dressed in a green and black bodysuit. Adrian shook his head as he watched more footage of Otto and his tentacles in action at the Oscorp Center for Disease.

"Otto you were always a little bit….crazy, thinking you could contain Cold Fusion and I see in the past 20 years you haven't changed your disposition. It seems your dream has become a nightmare" Adrian said to himself as he stood from his beat up and worn out couch, he stretched his muscles and then walked towards a window.

"Then again I do know a bit about dreams turning into an absolute nightmare." he said putting put his hand on the side of the window and he peered out of the cracked window at the city, but his eyes soon lost focus on the city and focused on his own reflection in cracked pieces, the distant look in his blue eyes. Adrian stared deeper into his reflection and he could see a wisp of pain flash across his eyes before his mind drew him into a memory…..a memory he was trying his hardest to forget but he knew he would never be able to, it was the memory of the day he met….her.

* * *

**Flashback: About 23 years ago: London, England. **

A late 30 early 40 something Adrian Toomes stepped off the busy bus and onto the snowy London streets. He pulled his large brown coat closer to his body and he let out a breath.

"Jolly ol' London" he said to himself "I already miss New York" he snorted as he made his way down the street and into a large crowd that was going in his direction.

* * *

**Several Blocks Later**

Adrian came to a stop in front of a large silver gate that had dozens of people standing in front of it, he reached into his pocket and he pulled out a slip of paper with an address written across in red ink. He looked at the paper and then up at some numbers on a golden plaque attached to the side of the gate.

"This is it" he stated pocketing the paper again, his eyes honed in on another plaque that was in the center of the gate, it was golden and had the initials HF in big bold golden letters. Adrian's eyes continued past the gate and towards the large factory like facility a few yards away. His eyes traveled all across the facility in wonder, but his once over of the place was interrupted by the loud creaking of the gates opening.

**CREAKK!** The silver gates parted signaling that the people standing outside to enter the facility, Adrian heaved a sigh and like the gathered people beside him walked forward.

* * *

**Auditorium: Inside the Facility**

Once he entered the facility there was woman who led them all to an auditorium where there was a man standing behind a podium awaiting their arrival. Adrian smirked at the sight of the man and he quickly found himself a seat, eagerly waiting for this event to begin.

* * *

**Podium**

Standing at the podium was a man by the name of Spencer Smythe. He was a man in his late 30s and he stood at 5'8 with brown but graying hair, blue eyes and an average build. Spencer was wearing a white shirt, brown pants, black shoes and a white lab coat. He adjusted his jacket as he eyed all of the people in the auditorium that were waiting on him to start speaking. He looked towards the back of the Auditorium and he saw a young woman enter and give him the signal to start. Nodding his head he glanced down at the sheet of paper in front of him memorizing his speech on last time, he looked up and smiled.

"Greetings friends and fellow scientist, for those of you that do not know me I am Dr. Spencer Smythe and I welcome you all. Now I won't spend too much time up here talking because as you all probably know how boring speeches really are I mean we've all taken the Doctorate exam" he said with a smile that earned him a laugh, "With all of you here it means that you've made the decision to do something better than you were doing before. By being here it means that you…as a scientist are ready to be bold…to take more chances and risk that your former employees haven't been so keen to take in the past. Here….at the Hardy Foundation we will pave the way for the future." He finished. He looked to the side to see the young woman making her way up the steps and towards the Podium.

"And here today to talk to you more about the Hardy Foundation is the founder….Ms. Anastasia Hardy" Spencer announced while clapping his hands and stepping away letting Anastasia take the podium.

"Thank You" she said.

* * *

**Down Below**

Adrian instantly sat up in his seat upon laying eyes on the woman at the podium, Anastasia Hardy. She was 5'10 with long curly blonde hair, flawless fair skin and vibrate blue eyes. She had a voluptuous hourglass figure that could be seen through her tight light blue woman's business suit.

Adrian couldn't hear a word she was saying because he was absolutely stunned by her beauty.

"Perfection" he whispered just as everyone began to clap.

* * *

**Later: Lab A**

Adrian stood talking amongst a few other scientists about all the potential projects they would be able to work on now that they have joined the Hardy Foundation. He was standing among the mechanical engineers, some of them he knew and a few other he was meeting for the first time.

"Adrian" a voice called out.

Toomes turned to the voice and a smile formed along his mouth.

"Spencer" he stated walking towards his friend and shaking his hand, "What has it been five years, how've you been" he asked.

"I've been busy helping to create this" Spencer replied indicating the large lab they were standing inside, "Not long after I left Hammer Industries I was approached by the young Ms. Hardy with a deal of a lifetime" he said.

"Spencer there you are" a voice called out.

Adrian and Spencer turned to the left to see Anastasia entering the Lab and beside her was a man about her age but maybe a few years younger.

"Speak of the Devil" Spencer said as Anastasia walking up to them. Upon seeing her again Adrian perked up in attention.

"Spencer you weren't talking about me behind my back were you?" she asked with a smile on her face.

"On the contrary my dear I was just telling one of my oldest friends about how you offered me a deal of a life time, the same deal you're offering him by being here" he replied, "Ms. Hardy I'd like to introduce you to one of the most brilliant Mechanical Engineers you'll ever meet, Dr. Adrian Toomes"

"A pleasure to meet you Dr. Toomes….you can call me Anastasia, Ms. Hardy makes me sound old" she said in an English accent and a charming smile on her face while holding out her hand. Adrian swallowed the lump in his throat and then grasped her hand; he immediately noticed how soft it was.

"T-The….Pleasure is all mine…Anastasia" he replied looking into her eyes.

"Anastasia who is this?" asked Spencer turning to the young man next to her.

"Oh this is one of my personal new recruits for the Hardy Foundation…..I'd like the both of you to me Dr. Otto Octavious" she said with a smile.

"A pleasure to meet you gentlemen" said the young Otto in a thick German accent holding out his hand; Spencer shook his hand followed by Adrian.

"Otto Octavious…..from Munich, Germany" stated Adrian after a minute.

"Correct" he replied "You've heard of me"

"Yes and No, I remember reading something about a young man by the name of Octavious who theorized the possibility of using Cold Fusion as a source of unlimited energy " Adrian said.

"What you mean like a generator or a battery of some sort?" asked Spencer with raised eyebrows.

"Precisely" stated Otto looking at Spencer "A Battery. Think about it Gentlemen the awesome power of Cold Fusion used to power entire cities or countries and it's all free…my gift to the world…my dream" he said with a gleam of pride in his eyes.

"How noble of you Otto, but the thing you must understand is the size of your battery is…..improbable. The technology needed to contain the size that you theorized doesn't exist….it won't exist for another 40 or 50 years" Adrian replied

"Bah you don't know what you're talking about. I've done my research Dr. Toomes and I can assure you I'll make you eat those words, you and all of my Professor will realize that you're all just too closed minded and scared. Scared to take risk to achieve something great"

"I'm not scared to take risk…..calculated risk though" Adrian countered "The risk you're attempting to take is suicidal"

"You old fool…."

"Gentlemen, Gentlemen calm down" Anastasia interrupted trying to keep the peace, "Listen you'll have plenty of time to argue later, today is all about getting along and getting to know the people you'll probably working with on several projects. It was nice meeting you Dr. Toomes come Otto there are others I would like for you to meet" she finished leading Otto away from the two older scientists.

"Well isn't he a know it all little punk" said Adrian watching Otto and Anastasia walk away.

"Kid sticks to his guns…..I like him" Spencer replied.

"Mostly like because he reminds you of…well you"

"Not good looking enough to be me" Spencer joked glancing at his friend who laughed at his comment "So Adrian what do you think of her?"

"Who?"

"Who….what are you blind, I'm talking about the extremely gorgeous woman that we just had the pleasure of being in the presence of" said Spencer flabbergasted

"Better not let your wife hear you talking like that"

"She knows I love her, but I'm married Adrian not dead" he replied with a smirk

"She's Perfect" stated Adrian following her with his eyes as she made her way across the lab with Otto in tow, "How old is she though"

"Uh 26…or was it 27" Spencer replied

"Is she….single?"

Spencer glanced at his friend again with raised eyebrows; Adrian felt his eyes upon him and turned to him.

"What?"

"HAHA you're thinking of asking out a 26 year old woman, a woman half you're age."

"Wha…No I was just asking was she seeing anyone"

"In the five years that I've know her she's been in contact with a man named John…..but I've never seen him"

"Oh" he replied turning back to Anastasia.

"You know she would never go out with you right?"

"Not that I was thinking about it, but go ahead Spencer and tell me why" Adrian stated with a smile.

"Well for one she's super rich and you're not. The kind of places she's used to dining you couldn't afford even on your best day and second….look at her. She's a 20 on a 10pt scale. Attractive people are only attracted to attractive people" he said.

"I'm attractive"

"After a few drinks yes"

"And I call you my best friend" Adrian replied dryly

"Just giving you a little wisdom"

"Uh-huh and it was this same wisdom that landed me in that hell I called a marriage"

Spencer scrunched up his face at the mention of Adrian's failed marriage because it was he that introduced him to his current ex-wife.

"Okay….you got me there"

"I wasn't thinking about asking her out okay…..so just drop it. I already know she wouldn't be interested in someone like me alright now show me around this place" said Adrian patting his friend on the shoulder.

"Sure" Spencer replied, "Come on I'll show you the bio-wing….I designed it myself" he said in a giddy tone while turning and walking towards the exit. Adrian smiled and walked behind him.

"I forgot to ask how is little Alystair"

"Oh! Adrian my God everyday he turning out to be more like his father….." said Spencer as he began to ramble on but Adrian wasn't listening just as they were about to leave the lab he threw one last look at Anastasia who pushing a strand of hair out of her face. As if feeling his eyes upon her she glanced at the exit and their eyes met for a brief moment before he left through the double doors.

* * *

**Present **

Adrian smiled slightly at the memory; he remembered the feeling of butterflies in his stomach when he met her that first time. In his eyes she was perfect in every way, his dream girl. If there was a name to label what he was feeling for Anastasia it would be called love at first sight. The moment he saw her he fell in love with her and subsequently after that meeting every time he saw her he couldn't take his eyes off of her. His day wasn't complete until he laid eyes on her first thing in the morning and the last thing at night, he was obsessed, but not in the way of a stalker but in the way when a man genuinely loves a woman. Unfortunately his love was only one sided at that particular time because while he saw her….she didn't see him.

"Love" Adrian scoffed, as he continued to stare at his reflection the memories he has tried to repression began to bubble and rise to the forefront of his mind. As he remembered the first time he met her he began to remember the first time that he saved her from a creep at a bar, or rather how she saved him depending on how one would view the situation.

* * *

**Past- London Pub**

**SLAM! **Went the sound of a beer glass hitting the wooden counter.

"Spencer take it easy that's like your sixth beer" said Adrian in a soft tone, trying to stop his friend from drinking himself into a stupor.

"Calm down….I'll calm down when I can't feel anymore Adrian. Do you have any idea how long I was working on the project and to just have it stolen like that….ERGH!" he growled to himself "BAR KEEP ANOTHER!" he shouted "8 freakin months"

Adrian let out a sigh and shook his head, earlier in the day it was discovered that the Hardy Foundation was the victim of cruel corporate sabotage. Someone broke into the facility the night before and copied, then destroyed several sensitive projects in development costing the company millions; needless to say everyone was on edge.

The bartender slid another glass full of beer down towards Spencer who caught it and immediately began to chug it down like it was water.

"Spencer you're not in College anymore you're gonna be useless tomorrow if you don't slow down" Adrian said

Spencer belched and turned to his friend, Adrian could see his eyes were glazed over slightly indicating that he was a drunk.

"Thank you Mom…How are you not angry about this…..your self-propelled flight suit plans are out there now along with my robotic exoskeleton designs….this is a…Nightmare" he replied hotly, "Not to mention that since the lab was destroyed along with all of our work we have to start from scratch"

"I never said I wasn't angry I just know that drinking isn't going to do anything" he replied.

Spencer rolled his eyes and then looked at his watch and saw that it was about 10:30pm; he slowly and shakily rose from his seat swaying a little.

"Well it does something for me; it lessens the pain of knowing my hard work is in the hands of…someone that isn't me. Now if you'll excuse me I'm off to go feel something else" he said reaching into his pocket and tossing some bills on the counter.

"Feel What?" asked Adrian.

"Well by now Alystair is sleeping so I'm going to see if I can get some pity sex from my wife. See you tomorrow" Spencer answered before making his way out of the pub.

Adrian shook his head and let out a sigh.

"Bartender let me get a beer" he said. The Bartender slid a beer down to him, he caught it but he didn't drink it he just stared at it.

'_Maybe Spencer has the right idea…all of that hard work'_ he thought to himself, he let out another sigh and then rubbed his hand across his face.

"Hey let me get a special beer" came a hushed voice beside Adrian.

"It's an extra tenner" The Bartender hushed back.

"You're killing me…..but for this girl it's worth it at least I hope…here" he said handing the bartender the currency.

Adrian peeked over his hand and to his right, he saw a handsome guy in his 20s at the counter, he saw the Bartender fill up a glass of beer then turn around. He reached for something inside a cup that was hidden behind several pitchers. Adrian saw that it was a white aspirin like pill. The Bartender dropped the pill into the drink and he gave a smile to the guy who took the beer and left the counter.

'_I see it's not just in the states'_ Adrian thought to himself knowing exactly what was in the drink, he discretely followed the handsome guy with his eyes and they soon widen because he saw him sit down at the table with the current object of affection; his boss Anastasia Hardy. Adrian swallowed hard upon seeing her and then he balled up his fist, he grabbed his own beer and he rose from his seat.

* * *

"HaHa here you go doll-face a fresh cold one" said the handsome man sliding the spiked drink over to Anastasia, she flashed him a smile and then looked at the drink and then back at him. She looked into his eyes for a long second and she saw him glance several times at her drink waiting for her to drink it, he was a bit too eager and she immediately picked up on it.

"Thank you bu….." she started before a voice interrupted her.

"Ms. Hardy" came Adrian's voice in fake shock, "A pleasure seeing you here" he continued putting a smile on his face.

Anastasia looked at him for a second and then his name flashed across her mind.

"Dr. Toomes…good evening it's nice to see you too what are you doing here?" she asked.

"Well after the day we just had can you really blame me, I assume that's why you're here as well" he said back but before she could answer the guy sitting across from her interrupted.

"Hi nice to meet you Doctor, but as you can see the lady and I are in the middle of something so could you leave us alone thank you" he said, grinding his teeth a little at Adrian's bad timing.

"Oh I'm sorry, where are my manners, I'll just be going….oh before I go the reason I came in this direction is because it seems there was a mix up at the counter" Adrian said looking at Anastasia.

"Oh" she replied tilting her head.

"Yes it seems this gentlemen here grabbed my drink by accident…I believe this one here is yours Ms. Hardy" he said placing his drink on the table and then quickly grabbing hers "Here you go….nice and fresh" he continued throwing the guy across from her a look. The handsome man looked at Adrian like he wanted to kill him and if looks could kill he would already be dead.

"I'm afraid you're mixed up sir because there wasn't any mix up" he said grabbing the drink from Adrian's hands and sliding it back over to Anastasia. He then stood up and stared Adrian down, "Now I think you've interrupted our pleasant conversation long enough so could you go over there" he continued grabbing Adrian by the shoulder.

"Take your hands off of me boy" Adrian snapped slapping his hand away. He wasn't going to back down from some punk trying to drug a woman. The handsome man scoffed and looked away for a second and rubbed his nose.

"Look you old bloke I'm through being nice and you're going to force me to…"

"Boys…calm…" came Anastasia's voice but neither was paying attention.

"Do what…take your best shot" Adrian challenged.

Quicker than he could react the younger man lashed out with a hard punch that caught Adrian in the jaw rattling his whole body. He went careening backwards stumbling to a table knocking some pitchers to the floor and shocking the people at the table as well. The handsome man walked forwards and grabbed Adrian by the shoulder and turned him around and delivered another punch to his stomach earning a loud groan of pain. He delivered another and then straightened him up and was about to punch him across the jaw until he felt a hand grab his own. He turned in time to see Anastasia's fist flying towards his nose. Her fisted connected and a loud crunch was heard followed by a howl of pain. He sunk to his knees grabbing at his gushing nose.

"My Noze is broken" he cried out in absolute pain.

Adrian grunted and then looked up at the guy that was just attacking him and then at Anastasia who was shaking her hand and letting out a few curse words.

"Damn it all" she whispered, she then turned her eye sight to Adrian who was rising to his feet "Hurry up then before the police show up" she said hurried grabbing him by the arm and quickly leaving the pub.

* * *

The two exited the club and quickly made their way across the street and to a long black limo. They got inside and the limo quickly sped down the street.

* * *

**Limo**

"Ow….the police show up over stuff like that?" Adrian questioned while rubbing his stomach.

"Of course" she replied turning to him

"Definitely not New York" Adrian said more to himself than to Anastasia.

"What were you thinking Dr. Toomes" she questioned.

"I was….ow….I was trying to save you from that guy….he spiked your drink"

"I figured as much" She whispered under her breath "What makes you think I needed your help" she asked folding her arms across her chest.

Adrian was caught off guard briefly as he looked at the younger woman who had a heated look on her face, he knew enough about women to know he needed to tread softly if he wanted to survive.

"Well I-I…I just thought that…"

"Thought that since I'm a woman that I couldn't possibly take care of myself or that I couldn't possibly know when some jerk is trying to pull a fast one over on me, which I saw coming a mile away, he had aterrible poker face" she stated, "Is that what you thought Dr. Toomes" she asked with narrowed eyes.

"Umm….No" he lied

"Liar" she scoffed leaning back into her seat "Where can my driver drop you?" she asked.

"My apartment is about 4 more blocks up and to the left"

"Did you hear that Carl?" asked Anastasia

"Yes Ma'am" the driver replied.

Anastasia hit the control to make the driver's window roll upwards. Adrian sat still in his spot unsure of what to say to the woman next to him, apparently trying to do a good deed backfired completely. He took a deep breath and he turned to her knowing that he needed to say something.

"Look I'm sorry alright I just…..reacted, I didn't stop to think maybe you had the situation under control" he said softly.

"Typical male mistake, assuming I needed to be rescued. I've been taking care of myself since I was 14 and I….."

"Okay I get it" he interrupted holding his hands up "My mistake"

**SCREECH! **Went the sound of the limo coming to a stop in front of an apartment complex. Adrian quickly opened the door and stepped out of the limo and closed the door, the limo sped down the street and into the night.

"Well, that didn't go as planned" he said to himself turning and walking into the complex.

* * *

**Next Day: Hardy Foundation**

Adrian walked into the semi-destroyed Lab A to see his colleagues doing their best to clean up the mess that was their work area. He looked around and he saw Spencer leaning against the wall looking like he was going to be sick; Adrian smirked and walked towards him.

"GOOD MORNING SPENCER!" he shouted.

"ARGH!" he growled grabbing his throbbing head "You know how much I hate that…..ugh, It wasn't funny in College and it's not funny now. God I have a massive hangover"

"I told you, but you never listen to me do you" said Adrian shaking his head and looking at the lab, "Come on lets start cleaning up, maybe we can salvage some stuff and…start from scratch"

"You and your optimism….what the heck happened to your face?" asked Spencer seeing a bruise on the side of Adrian's mouth.

"Long story" he replied.

"Dr. Toomes"

Adrian and Spencer turned to see Anastasia walking towards them.

"Ms. Hardy….um...good morning"

"Good Morning, listen would it be possible to talk to you alone for a moment?" she asked.

"Uh sure" he replied looking at Spencer, who immediately took the hint and walked away.

"Listen, I must apologize to you for my behavior yesterday. All of those things that I said in the limo….just forget that I said that I was just taking my frustrations out on you when I shouldn't have, with the sabotage and the fact that I just lost millions of dollars along with knowing that if I want to have a profitable year I'm going to have to let some people go and I'll have to tell Otto that his Cold Fusion is going to have to be put on the back burner…..I-I was having an off day"

"Say no more, I understand and I accept your apology" he replied.

"Your heart was in the right place and it's good to know that there are good people left in the world and you have my thanks" she said. Anastasia stepped close and kissed him on the cheek.

"It….it was no problem" he said breathlessly

Anastasia threw him a smile and the turned and made her way out of the lab. Adrian slowly reached up to the spot she kissed him and touched it tenderly. He released a sigh and turned and made his way over to a confused looking Spencer Smythe.

* * *

**Present**

Adrian smirked at the memory of that kiss on the cheek.

"My God I can't believe how a kiss from some girl could turn me into such a little school boy" he said to himself moving away from the window and began to pace his apartment, "But then again she wasn't some girl"

He growled a little to himself as more happy memories flooded his mind, similar to that simple kiss on the cheek, he wished they would just stop but they wouldn't, like a virus his mind was invade by more thoughts of her and the happy times like the time they had their first dance…and their first kiss.

* * *

**Past- Hardy Foundation Gala **

Adrian looked around the elegant ballroom and at all of the people gathered inside dressed to impress at the mandatory black tie event. All of the important people with money were at the event along with other scientists like himself dragged away from the lab. It had been about 4 months since the whole sabotage incident and the Hardy Foundation did recover but as Anastasia said in the process some employees had to be let go, Adrian saw a few familiar faces but he didn't pay them too much mind.

'_At least they landed on their feet'_ he thought to himself turning to the bartender and ordering a glass of Champaign.

"Make that two" came the voice of Spencer as he came and stood next to Adrian, "Having fun?" he asked.

"You know I'm not, I hate these things….even when we were with Hammer Industries I never liked Gala's"

"That's because you're a stick in the mud" Spencer replied flippantly "Do you want me to enlighten you?"

"Here we go…another moment of clarity from the ever wise Spencer Smythe" Adrian said with a smile on his face.

"Your sarcasm is lovely" Spencer replied before signaling Adrian to turn around, "But the reason why you don't enjoy these Gala's is because you never understood what it was about"

"And pray tell what are these monkey shows about?" Adrian asked.

"The bigger and better deal" he simply put, "The better offer, most of these people in here have more money than they can count but as with all things they want more and we….scientists that is can give them more money, you know with our brilliant inventions" he said with a smile, "So every year each company brings their best and brightest and parade them around, have you met so and so he or she brought my company millions. Laugh and talk etc...etc…."

"So what, I'm some sort of puppet?" Adrian asked.

"Kinda"

"Should I be insulted?"

"No, because there is a flipside to this whole scenario. While the rich folk get to parade us around and talk about money this is our chance to scout out the better deal. Okay say you're pissed off at your boss, you and he haven't been seeing eye to eye all year. You come to one of these Gala's and you scout out someone better, a better company. You drop a few hints about how you are your boss are not getting along and before you know it boom….you have a better deal…more money, more benefits, better location etc…etc….."

"I guess there's no such thing as loyalty" Adrian scoffed.

"Now you're just being naïve….or maybe you'll understand better when you have kids" he said.

"Are you happy with Anastasia?"

"I adore her, she's one in a million but I don't know what's gonna happen down the line, maybe we suffer another sabotage and she has fire more people. Maybe she and I have a disagreement about the integrity of my work or any number of scenarios…..the point however is to have a back up plan…It never hurts to have a back up plan"

"So who's your back up plan?" asked Adrian grabbing his glass of Champaign and sipping it.

"Wilson Fisk of Fisk Corp." Spencer replied pulling out a business card and handing it to Adrian, "He's around Anastasia's age and a bit small right now but I've been hearing about his company, it's on the rise and making big waves in the market"

Adrian looked at the card and then handed it back to him.

"Nice card, but for the foreseeable future I'm sticking with Anastasia" he stated.

"….Is this because of your crush on her?" asked Spencer pocketing the card.

"….."

"Adrian, Jesus man…let it go, you need to let go of whatever is going on in your mind concerning her and you need to find someone your own age. Let me set you up on another…."

"No more blind dates" Adrian replied quickly turning to Spencer.

"Why not"

"How about because the last blind date didn't go so well" he replied. A few months ago Spencer set Adrian up on a blind date with a friend of his wife and the date went horribly.

"Fine, no more blind dates but Adrian you need to get over your ex-wife and get back in the game and find someone new and be happy for a change"

"I'm….happy" Adrian replied which earned a look from Spencer, "Happish" he corrected. While the two friends were talking Anastasia Hardy came into view across the room. She was looking more beautiful than ever in her form hugging green dress, her blond curly hair cascading down perfectly. Upon seeing her Adrian sucked in a breath and swallowed hard. Since their little argument in the limo a few months ago and the subsequent apology the next day their relationship had turned into something of a friendship. Whenever she was making rounds around the facility she would always find time to say hello to him and ask him about the project he was working on or how was his day going and everyday he looked forward to their small innocent conversations, but secretly he was hoping that they would turn into something more. Everyday and Every night he dreamed of her, she was always on his mind.

Spencer followed his friends gaze and he saw Anastasia and he shook his head.

"If the Greek God Aphrodite existed she would look like that woman over there" he said softly.

"I concur…..wholeheartedly" Adrian replied sipping his drink

"You know the problem with beautiful women…..especially young beautiful women?"

"What?" he asked.

"They'll break your heart and they won't mean for it to happen but it will happen, they don't know when a good thing comes along, something that they should cherish. Then again that goes along for all young people in general….you remember what it was like at that age"

"I do, but there are exceptions to everything" Adrian countered.

"True but there isn't to this and I don't want to see you get hurt…again" said Spencer.

"I'm a big boy Spencer I can take care of myself" he replied downing the rest of his Champaign. He straightened his suit and gathered his courage, releasing a sigh and he began his long walk over to the center of attention: Anastasia Hardy.

"Be careful" said Spencer under his breath watching as his friend walked away.

* * *

Adrian swallowed hard as he got closer to his target, his palms started to sweat and he could feel his heart beating 20 times faster than it should. Time seemed to stretch on as he kept his eyes locked on her, his breath quickened he knew he should stop and turn away but his heart wouldn't let him so he kept going forward, she was getting closer and closer and closer until finally her big blue eyes found their way to his face and she flashed him one of those ever charming smiles.

"Dr. Toomes…..hello" she said

"H-Hello Anastasia you are looking….rather lovely" he stated nervously.

"HAHA Thank you so sweet" she replied kissing him on the cheek "Are you having a good time at the party"

"I-It's not my u-usual idea of a good time but it's going well so far" he replied swallowing another lump in his throat.

"I'm happy to hear that, did you bring a date?" she asked.

"No….. I did not"

"I'm sorry to hear that"

"No it's fine, I'll bring a date to the next one" he said, he shifted nervously looking down at his feet and then back up at the vision of beauty before him, "Ms….I mean Anastasia….would you…..would you care to dance?" he asked quickly, looking at her with hopefully eyes. Anastasia was taken aback slightly at his request.

"What, you mean with you?" she asked

"Yes"

"Well Adrian I would love to but….." she started before being interrupted.

"She can't because she'll be dancing with me" came a masculine voice. A hand found its way to Adrian's shoulder, he turned to the right to see a very handsome man, way more handsome then he could ever hope to be. The man stood at 6'1 with medium length blonde hair, blue eyes, and a light skin complexion which made him look like he was in his late 20s. He had a powerful build but he wasn't overly muscular although you could tell he was in peak physical condition.

"John….I-I…thought that….." Anastasia whispered in shock upon seeing him. He smiled a very charming smile at her and then moved forward until he was standing very close to her staring into her eyes. Upon hearing the name Adrian was brought back to a conversation that he had with Spencer, this was the John he was referring to.

"I told you I would make it" he said softly to her taking her hand and bringing it to his lips. Anastasia stared up into his eyes and anyone could see the longing look in them, especially the man before her, because he had the same look in his own eyes.

Adrian shifted nervously in his spot again and with his movement the two finally turned away from each other and too him.

"John Hardesky" the handsome man stated in an English accent while holding out his hand.

"Dr. Adrian Toomes" he replied shaking his hand.

"John….what are you doing here….you told me that…."

"I know, but I decided it was worth the risk…you are worth it" he replied smoothly, the two slowly began to move away from Adrian, "It was nice to meet you Dr. Toomes but if you'll excuse me I made a promise to dance with the most beautiful woman in the world and I keep my promises" he said over his shoulder.

Adrian watched the two go towards the dance floor and each step they took he felt his heart drop further and further.

* * *

Adrian watched as the two danced together and the way that they were holding each other looking into the others eyes. He felt his stomach tie up into knots at the sight of them or at least the sight of the look on Anastasia's face. He took gulp the Champaign in his glass and he placed it on a tray.

'I need some air' he thought to himself. He quickly made his way through the crowd and to the elevator that would take him to the roof.

He stepped onto the elevator and just as the door closed a hand found its way through the cracks, the doors opened and a man stepped on the elevator just as the doors closed.

* * *

**Elevator**

Adrian curiously stared curiously at the man in front of him, he was bald about 6'2, had blue eyes and a tan complexion. He had on a black suit that allowed him to blend well within the people of the event but he had an aura about him that suggested there was more to him than meets the eye.

The mysterious man hit the stop button and he smiled at Adrian.

"Dr. Toomes….the brilliant Mechanical Engineer" he stated.

"Hello and you are"

"You can call me Strucker and all I want you to do is listen. The Organization I'm apart of is always on the look out for new talent and you are just the engineer that we are looking for to help us with a new project and you interested, before you answer though know that when you work for us all of your monetary problems cease to exist and you'll have everything you could possibly ever dream of"

"That's a nice pitch but I'm afraid I'll have to decline I'm very comfortable where I am" he replied calmly.

The man known as Strucker nodded his head and then handed him a business card.

"Very well, but if you ever change your mind do not hesitate to call" he replied with a smile before releasing the stop button, the doors open and Strucker exited the elevator.

* * *

**25 minutes Later**

Adrian peered over the railing and looked down below at the busy London streets, he sucked in a breath and he released it into the windy calm night. He could hear the music coming from the Gala a few floors down and it helped that a slow song was playing so he closed his eyes and let the soothing sound calm him.

**SLAM! **

"ERGH! Lousy Son of a…." came a loud and frustrated voice. Adrian's eyes snapped open and he turned around to see Anastasia emerging from the stairwell door with an angry expression on her face. Her expression softened slightly upon seeing Adrian standing there, she thought she was going to be alone.

"Ms….I mean Anastasia"

"Dr. Toomes" she replied in shock "Forgive my outburst I didn't know anyone was up here" she said walking towards him and then standing next to him, she looked out over the city and released a sigh.

"No apologies necessary…what's wrong, someone pulled out your chair for you when you're perfectly capable of doing it yourself" he joked while looking out over the city.

She laughed at his joke, poking fun of her fierce independence.

"No, I wish it was that" she replied pushing a few strands of hair out of her face.

"What is it then, I've been told I'm an excellent listener"

She glanced at him and then leaned on the railing.

"Love" she stated.

"Hmm and I here I thought it would be something simple"

"At least I think it's love….I don't know…." She replied placing a hand on her head and shaking it, frustration still evident in her voice and body language.

"Does it involve that guy John?" he asked

"Yes" she replied tilting her head a little, "I met him when I was 19 and studying at Oxford. We met and it was….like lightening had hit us both, almost like Love at first sight" she said turning to him "Have you ever felt something like that before"

"Yes, Yes I have" he replied softly glancing at her, "What happened after that"

"We had a whirlwind romance, one you would read in a romance novel, the kind that people only wish that they could have….exotic Islands, late night dinners and…..nocturnal activities" she said with a smile, before looking out over the city again.

"Sounds lovely" Adrian replied with a scrunched face.

"It was…..until it wasn't" she said holding her head down.

"What happened?"

"Work got in the way…his work…or rather should I say who he is got in the way"

"And who is he?" asked Adrian, he saw the sad look on her face stepping a little closer.

She paused for a second trying to think of a way to describe him but not give away too much information.

"A bad boy"

"Ah…the bad boy, is this following in the same path as the old cliché. Girl falls for bad boy"

"HAHAHA I guess it is a bit of a cliché but I'm sorry to say that this cliché doesn't have a happy ending such as Girl Falls for bad boy and changes him by the end of the story. He has no interest in changing"

"But you do" Adrian stated

"I do, I have actually. Six years ago I loved the aspect of him being this mysterious figure in my life it made interesting but now that I'm older I find myself wanting something more" she said leaning onto the railing and taking a deep breath, "I want something more...deeper than what we have now but he…."

"Doesn't" Adrian finished shaking his head.

"I don't know maybe he does maybe he doesn't I can never tell what he is thinking anymore and sometimes…..times like tonight I get tired of trying" she said holding up her head and then turning to him, "Have you ever had a situation like this?" she asked.

"I've had a similar situation, but not exact. I understand about wanting more from a relationship and the person you're with is just not holding up their end…..and from my experience with my ex-wife I've determined what the true problem is"

"What is it?" she asked

"Want vs. Need" he stated "When you want something so bad….you tend to over look certain traits about them that you would normal pick up on had you done the whole dating process. As time goes on and people mature that Want tends to lessen and Need tends to grow and lo and behold….conflict arises. It seems this is the point where you are, the same point I was at when my ex-wife and I divorced. We need something from that other person that they just aren't providing….and in some cases they never will provide. Cases like mine" he said looking at her, he could see a contemplative look in her eyes.

"W-What you're saying is that… possible what I want the most in the world….may not be exactly what I need"

"The two must go hand in hand in order for a relationship to flourish" he said, "Often times we seek out the Want…or the desires and we don't realize what we need until way down the line and by then it's too late. We keep thinking it'll get better, it's going to be okay but in reality it doesn't get better and it will never be okay"

Anastasia brushed a few strands of hair out of her face again and she looked up at the sky and at the moon. Adrian's words struck a chord with her, because she herself had been saying some of those words for the past few years. She cared deeply for John but his way of life always kept them at an arms length and at first she found it sexy and interesting but now….now things were different she was different. She rubbed her arms and then looked at Adrian, more importantly she looked him in the eyes.

"That's….very insightful" she said rubbing her arms.

A long but comfortable silence passed between the two, neither of them said anything. Anastasia became aware that she could hear the soft music from the Gala drifting up to the roof. She released a sigh and then glanced at Adrian out of the corner of her eye; he was staring at the city.

"Would you…..care to dance?" she asked

Adrian turned his head to look at her.

"You mean with you"

"There's no one else here" she replied with a small smile.

"Won't that make your date upset?" he asked.

"No, because he's gone…..and I don't know when he'll be back. So how about it Dr. Toomes would you like to dance?"

Adrian let a smile grace his lips and he held out his hand.

"Only if you call me Adrian" he said.

"Lead away then….Adrian" she replied taking his hand.

He pulled her close and the two fell into a slow rhythmic waltz. For Adrian time seemed to just come to a sudden stop, forever frozen in that moment with the woman who had been invading his thoughts ever since he laid eyes upon her. He pulled her a little closer and it was then that her jasmine scented perfume drifted to his nose stirring his heart even more. The moment was perfect, he couldn't dream of anything better, dancing slowly in the moonlight on a calm but slightly windy night with the woman of his dreams.

'_Perfection'_ he thought taking in another deep breath.

For Anastasia time didn't stop but it did slow down considerable a single minute feeling like five and during this period she became aware of several things, the first being that she was pulled in very close to the man in front of her. It was understandable to be close to your partner when dancing especially dancing a dance like the waltz but for the closeness between them it didn't feel like a dance between two people at a party but a dance between two lovers. The way his hand was curved around hers and resting comfortable on his chest right next to his heart, the way his hand rested comfortably on the small of her back. She was so close that for a second she thought she heard him sniff her. She was aware of all of these facts but she was also aware of how she didn't mind it in the slightest. Anastasia felt a sense of content being this close to him and it was a feeling that she relished in because it was better than the emptiness she had been feeling for the past several months…..the emptiness that started the last time she saw him…..John Hardeksy. John was a complicated man and because of the nature of who he is he usually disappeared for months on end without so much as a good-bye. At first she enjoyed it….he was a mysterious suitor that showed up in her life, they would have a good time and both go their separate ways but somewhere down the line they both developed feelings for each other….deep feelings and now his disappearances weighed heavily on her because she didn't know if he was alive or if he was dead or somewhere in-between, and on those days when she really needed him such as the day of the sabotage, he wasn't there for her leaving her feeling empty, which is why Adrian's words struck such a chord with her. So being close to another human being and sharing this moment helped to break some of that emptiness that's been gripping her and she didn't mind that at all. Anastasia glanced up at Adrian and found that he was already looked down at her. She looked into his eyes and she could for a brief moment she could almost feel what he was feeling and it was in that moment…that brief connection that brought the two closer and closer until their lips met in a tender and slow kiss.

* * *

**Present **

Adrian touched his lips affectionately as he remembered the tingling sensation of her lips pressed against his own, and not only that but the taste as well, it was everything he could have dreamed of and more. He closed his eyes and remembered that moment in time and then he remembered what happened after that kiss, it was the next day…..

* * *

**Past: Lab A**

Adrian let out a loud yawn as he leaned back in his chair; he had decided to work late that night in the lab because he had gotten behind on some of his work. He leaned forward and made his fingers dance across the keyboard again.

"Adrian"

Adrian turned to the sound of his name and he saw Anastasia standing a few feet away, he immediately straightened up upon seeing her, the previous night's kiss still fresh on his mind and the reason why he was behind on his work.

"Anastasia….I…." he started before she held up her hand and walked towards him.

"Listen last night was…..It can never happen again it's highly inappropriate, I'm your Employer and it shouldn't have happened…"

"Have dinner with me" Adrian blurted out cutting her off in mid-sentence.

Anastasia was taken aback slightly at his request.

"Adrian I-I…did you not hear what I was saying, it's inappropriate for the Employer to….have dinner or kiss their employee" she stated backing away.

"Says who"

"Business School" she replied dryly "But also common sense"

"Anastasia….."

"Last night was nice but I'm sorry….No" she replied before turning around and beginning to walk away, but as she walked away her mind kept replaying the night before, which happened to be one of the most romantic moments of her life. They had spent who knows how long dancing on the roof-top in the moonlight and the brief kiss lasted even longer, her lips were still tingling even after she went home and once she was home she spent even longer racking her brain trying to figure out what happened because that kiss shouldn't have happened. Adrian was not the type of man she would ever be interested in, he wasn't exactly handsome but he wasn't unattractive….he was average and average is something she wasn't used to. As she mused over her thoughts she suddenly realized that she had stopped walking.

'_What is going on with me'_ she thought letting out a sigh, she glanced over her shoulder and she caught the hopeful look in his eyes and she swore under her breath, '_I must be loosing my mind' _

"Anastasia" Adrian started.

"….I'll get my coat" she stated after a long minute before walking towards the exit.

"What happened to common sense?" he asked.

"I guess I don't have any" she replied "I'll meet you in the parking deck" she continued leaving the lab.

"YES!" shouted Adrian in absolute joy.

* * *

**Present **

His smile grew as he remember how that date went, it started off slow at first because both were in very new territories but it picked up when they realized that they had a few things in common. The one date turned into another and another until they began an affair a secret one of course. They agreed that the details of their personal lives should be left out of their work environment; Adrian didn't even tell Spencer his oldest and best friend about his romantic dinners and late night liaisons with the young and beautiful Anastasia Hardy. If he were being honest with himself he was glad that he didn't' tell him because he knew Spencer would do nothing but try to talk him out of what he was doing but nothing could stop him out of seeing Anastasia….at least that's what he thought. Their affair went on for the better part of a year. Things were good but as with all good things they must come to an end.

Adrian sat down on his couch as his mind took him back to the week that changed his whole…..the week that everything in his life started to spiral out of control.

* * *

**Past- Adrian's Apartment**

Adrian's eyes slid open and they focused in on the sunlight shining through the sun-roof of his apartment, he took a deep breath as the memories of last night's activities played through his mind, he looked to his left to see Anastasia curled up in his arms peacefully, her warm and soft body pressed against his own. Seeing and feeling her there made him a contented sigh.

'_This is what it feels like…..to have a True moment of happiness'_ he thought to himself as a smile formed along his mouth.

**RING! RING! RING!** Went the telephone in the apartment. Adrian looked to his right and at the loudly ringing phone; he quickly reached over and answered the call.

"Hello" he said a bit groggily.

"ADRIAN! OMY GOD!" shouted a voice on the other end.

"Samantha calm down…..tell me what's wrong"

Adrian listened to what Samantha was saying and a range of emotion played across his face but ultimately it landed on shock.

"Oh My God…..I'm on my way" he said hanging up the phone.

"MMmm….who was it Adrian?" asked Anastasia and she awoke from her sleep. He turned to her and looked her in the eyes.

"That was Samantha" he replied

"Who"

"Spencer Smythe's wife"

"What did she want this early in the morning?"

"Anastasia….Spencer is dead"

"WHAT!" she shouted sitting up in the bed.

"He was found dead in the park" he said tossing the covers off and standing up, "Samantha is at the hospital now"

Anastasia followed his lead and tossed the covers off as well and began to search for her clothes.

* * *

**Few Days Later**

Adrian and several other people stood around a casket as it began to lower further and further into the ground.

"Ashes to Ashes and Dust to Dust" came the reverend's voice.

He stared down at the casket in trying to form some type of thought, his oldest friend….correction his only friend was dead…..murdered, the police were still searching for his killer but it was unlikely they would find the person responsible. He closed his eyes tightly trying to be strong; he turned to the right to see Samantha crying uncontrollably while hugging her 5 year old son Alystair tightly. He looked across the casket and he saw Anastasia standing next to a few of Spencer's colleagues. She was wiping away a few tears herself. Spencer had been an influential person within her company….without him the Hardy Foundation wouldn't be where it was today.

Adrian caught her eyes for a second before looking down at the casket that was fully in the ground.

* * *

**5 minutes later**

Adrian and everyone else were standing around the funeral home talking amongst themselves about the sudden and tragic death of one of their own. Adrian walked over towards Samantha and hugged her tightly.

"I can't believe he's gone Adrian" she said softly.

"I know…..it's unfortunate…..my God murdered. Do you know if he had any enemies?" he asked.

"No none that I knew about, but you know he would've told you before he told me" she replied wiping her eyes.

Adrian smiled a little at her comment; he released her and looked her in her eyes.

"Everything will be alright Samantha" he said.

"No It won't…he's gone." She replied.

"Excuse me Mrs. Smythe" came a voice. The two turned to see a rather large man walking towards them; he was bald, tall, and fat.

"Who are you?" she asked.

"My name is Wilson Fisk of Fisk Corporation. I just wanted to offer my condolences. Your husband was a great man"

"How did you know him?" she asked.

"He and I were in a discussion about his eventual departure from the Hardy Foundation" he replied.

"Spencer would never leave the Hardy Foundation" said Adrian.

"So it would seem" Fisk replied while looking him in the eyes, "Anyway you my sympathies" he said before turning and walking away. Adrian watched him go and he felt something was off about that man but he didn't have time to dwell on it because Samantha caught his attention again.

"I'm leaving London" she stated.

"And going where?"

"Back to New Jersey….to be with my family" she replied

"Samantha you don't have to do that you…."

"Yes I do, I can't stay here Spencer was the only reason why we're here and with him gone….I just….I just want to go home" she said wiping some tears out of her eyes, "Good-bye" she said kissing him on the cheek, "Come along Alystair" she called out. Alystair who was standing a few feet away ran towards his mother and grabbed her hand. The two then walked off leaving Adrian standing their by himself.

* * *

**A Day Later- 9:45 pm**

Adrian was sitting in a chair staring out of the window at the night sky, hoping that his friend was up there somewhere looking down on him. He raised the glass of scotch to his lips and he gulped the last bit of the alcohol, but no matter how much scotch he consumed it did nothing to lessen the hurt of his best friends passing.

**KNOCK! KNOCK! **

Adrian turned his head to the door when he heard the knocking. He looked at the time and he knew it could only be one person at this time of night….the only person that could alleviate his pain at least for a little while. He quickly stood from his seat and straightened himself as best he could before opening the door and allowing Anastasia Hardy into his apartment. She was a blue dress and she had some shades over her eyes. She took the shades off and turned to face him.

"Hello Adrian….I'm sorry to bother you…."

"Stop, Anastasia you know you're never a bother…..I'm actually glad to see you, I needed to see the one good thing in my life" he said walking towards her. Upon hearing his words she held her head down. Adrian looked on in confusion as she began to tremble slightly, he could hear her start to cry and so he closed the remaining distance between them and brought her close.

"What's wrong?" he asked genuinely concerned.

"Nothing" she replied, looking up at him, "I just want you to know that you are a good man and I'm lucky to have met you"

Adrian smiled and leaned down and kissed her and she eagerly responded.

* * *

**Next Day: Hardy Foundation**

Adrian rubbed his tired eyes as he entered the lab. He had arrived late but he didn't care, he had one of the best nights of his life with the woman that he was most definitely in love with, he smiled to himself as he thought about last night again but there was something weird about Anastasia's behavior. She seemed very sad, at first he thought it was about Spencer because he was sad about that as well but something told him that that wasn't it either. He wanted to ask her about it but when he awoke she was already gone.

Adrian stopped in his tracks as he walked into the lab to see everyone gathered around a familiar looking man.

The man turned and he looked at Adrian and the smile on his face dropped into a neutral expression.

"Let's get to work people" he said dismissing the scientist around him. He turned back to Adrian and he walked over towards him and stopped a few feet in front of him. A long second passed between the two as neither said anything just sizing the other up.

"Good Morning…Dr….. Adrian….Toomes" he said slow and deliberate.

"John Hardesky" Adrian replied remembering the man instantly even though he had changed, something about him was different and it wasn't just the beard on his face, his aura had changed as well.

"So you do remember" he said putting a smile on his face.

"Oh How can I forget a man such as you" Adrian replied following his action.

"I confess I am a hard man to forget"

John looked Adrian up and down and then walked around him to the door.

"Why are you here I wonder?" Adrian asked.

"I'm glad you asked. I was just here to inform all of the employees that for the foreseeable future I'll be handling the majority of the Hardy Foundation affairs"

"WHAT!" Adrian shouted "Where is Anastasia?"

"Tending to other concerns. Things that do not concern you…..anymore" he replied staring Adrian in the eyes. Adrian being the smart man he is picked up on what John was saying but he wasn't going to back down.

"Is that so?"

"Yes" he stated simply turning back to the double doors and continuing towards the double doors but right before he left he glanced over his shoulder and Adrian again, "And my name isn't John Hardesky anymore…..its Hardy" he said before leaving.

Adrian's eyes widen at the revelation just thrown at him.

* * *

**Later: Hardy Loft**

**RING! RING! RING!**

Adrian stood in front of the door to Anastasia's loft ringing it tirelessly but still there was no answer.

"Anastasia, I know you're in there…..it's…." he started before finally the door opened wide. Adrian quickly stepped inside but he didn't see Anastasia. He turned around just as the door closed and he came face to face with John….again.

"Where is Anastasia….I came to talk to her"

"She not here" he said leaning against the door staring at him.

"Where is she?"

"Away" he answered cryptically.

Adrian released a frustrated sigh and balled up his fist slightly, John noticed it but he didn't in the slightest worry about it. He pushed off of the door and he slowly made his way to Adrian who puffed out his chest unwilling to be intimidated.

"Did you have fun old man…screwing my woman"

"WATCH YOUR MOUTH!" Adrian snapped at him "And she's not your woman"

"I beg to differ. She is my woman always has been and now that I'm back she will always be my woman"

"Why don't we let her decide that?"

"She's already decided" John replied to him, "She chose me and she told me to tell you thank you for keeping her warm at night but now that time is over. She with me now….the man that she loves"

"Anastasia Loves Me" Adrian said confidently

"No she doesn't because if she did she would've already said the words to you and I wouldn't be standing here." John countered with a smirk "Tell me something Adrian….has she said those three little words to you?" he asked.

"….."

"She hasn't has she, that's because she loves me…..she's told me countless times but like a fool I didn't pay attention….but I'm here now…..in full attention"

"S-She doesn't have to say the words to me…..I can tell when I look into her eyes" Adrian said.

"I'm sorry Dr….that's your imagination. If she doesn't say the words….it doesn't exist"

"YOU'RE WRONG! IT EXISTS! I KNOW IT DOES!" Adrian shouted getting angry at the man in front of him.

"You love sick old fool"

John smirked at the angry look in his eyes because it told him that Adrian was beginning to understand what he was saying.

"You have my….gratitude for keeping Anastasia comfortable in my absence. She and I had a long talk about a few things….and some of it concerned you…..and her and I can understand how this…..affair began so I'm not upset….well maybe a little, but it's my fault that it happened so I have no one to blame but myself. However, now that I'm back in her life you and her will never see each other again…..**Never, **so consider this your first and last warning to stop your quest to find her. I hope I've made myself clear Dr. Toomes….because I would hate for you to see me upset. I don't upset easily but when it comes to the woman that I love…well…" he finished letting the unspoken words hang heavily in the air. John stared into the angry eyes of Adrian and he swiftly turned and headed for the door. He opened the door and was about to leave but he stopped.

"See you at work tomorrow….and Dr. Toomes, do try to be on time though" he said before leaving the loft.

Adrian stood still in his spot seeing in anger.

'_HOW DARE THAT YOUNG PUNK TELL ME WHAT TO DO!'_ he shouted angrily in his mind, but his mind drifted away from him and to Anastasia and her whereabouts and if his words of her not being in love with him were true.

"NO…I refuse to believe that….she loves me…I know she does….and I'll prove it" he stated out loud still staring at the open door.

* * *

**Present**

Adrian grinded his teeth as that week and that conversation. The two played over in his mind again and gain. First his best friend dies or is murder, next the woman that he loves most in the world disappears without so much as a good-bye and now some punk is telling him that she never loved him. Adrian leaned forward in his seat as he grabbed at his bald head. The good memories were over and the bad ones started to flood in, this was the reason why he tried to suppress the memories altogether because even though there was some good ones, the bad ones tended to stick more to his mind. He remembered for weeks he did everything he could think to try to find Anastasia but it was as if she just dropped off the face of the earth. He must've searched all over London for her but he didn't find a trace of her, he hired private detectives who didn't find anything either, he even went to the police and filed a missing person's report but it backed fired because John was able to convince the police that he was a stalker and he got slapped with a hefty fine.

Soon the days turned to weeks and weeks turned into months and during that time there was this festering hole in his heart and that hole was driving him crazy, absolutely crazy. Everyday from out of the corner of his eye he thought he would she her but it was imagination, as was the smell of her perfume that assaulted his nose daily, he could still feel her, lingering on his fingertips…on his lips, and it was like that every single day, no matter where he went or what he did. He couldn't get a moment of rest and each day it drove him a little bit more insane. His work suffered greatly as did his appearance but he did care…he didn't care one bit. He needed to find her but he couldn't, he had done everything he could think of…..and knowing that he became desperate.

Adrian balled up his black and green clad fist as he remembered the final straw that pushed him over the edge.

* * *

**Past – Night time- 8:50pm**

Adrian had finally had enough he needed to see her, it had been about 8 and a half months since her disappearance and no one seemed to want to help him so he had to take matters into his own hands. He was in his car patiently waiting outside of the Hardy Foundation until his target John Hardy walked through the gates. John exited the gates and made his way to the awaiting limo.

Just the sight of the man made him grip the steering wheel tighter.

The limo pulled off into the night and Adrian started up his car and followed after the speeding vehicle.

Adrian followed at a safe distance, he was hoping to catch John off guard, surprise him and then make him tell him where Anastasia was hiding. He hated that it had to come to this because he wasn't a violent man but desperate times call for desperate measures.

The limo he was following came to a slow stop, the side door opened and John quickly got out of the car and waved the limo to leave. John straightened his suit and then he walked across the street into a fancy restaurant. Adrian was about to turn away when someone caught his eyes…someone unmistakable. Adrian quickly found a place to park his car and he got out and went into the restaurant.

* * *

**Inside**

Adrian walked into the restaurant, he saw nicely dressed people eating and talking amongst themselves. He scanned the people looking for what he hoped was the love of his life. He searched and searched until he spotted him…..and her. They were off towards the back of the restaurant. They had their glasses raised and they lightly tapped them together. Adrian's heart stopped and his stomach dropped at the sight of her. He hadn't seen her in so long that he'd almost forgotten how beautiful she was in person.

"Excuse me sir do you have a reservation" asked the waiter at the door, but his words fell upon deaf ears.

Adrian in a trance like state walked down the three steps and into the restaurant…towards the two of them…towards her.

* * *

"I told you that your profit margin would increase by the end of the year" said John as he looked at Anastasia, she smiled at him and took a sip of her drink, but as she tilted the glass she suddenly stopped. John looked up from his food at her and the shocked look in her eyes.

"What's wrong?" he asked.

"Anastasia" came a voice that John immediately recognized, his mood instantly changed as he turned in his seat to see a smiling Adrian Toomes behind him.

"Adrian" she said

"Anastasia….I've been looking for you" he said taking a step forward, but John quickly got up and stood in his way.

"That's far enough" he said with a slight edge.

"John…." Anastasia started.

"GET OUT OF MY WAY!" shouted Adrian grabbing John and trying to move him but to his surprise John didn't budge. The younger man gripped Adrian's hands tightly and pried them off of his suit.

"Argh" grunted Adrian feeling John's insanely and inhumanly strong grip.

"STOP!" shouted Anastasia standing up she placed a hand on John's shoulder. The two men turned to look at her and that's when Adrian noticed it…..her swollen abdomen.

"You're….You're pregnant" he said breathlessly "Is it….Is it mine?" He asked hopefully.

"No it isn't Toomes…it's mine" said John

"SHUT UP! LET HER ANSWER! Anastasia"

She looked at him and she could see the different emotions brimming behind his eyes. Her hand found it's way to her growing belly and she looked at him and then at John who also had the same emotions brimming behind his eyes as well.

"I'm sorry Adrian…..but it's not yours" she said in a low voice.

Adrian sucked in a breath at her words, his eyes waivered for a second before they looked at her with determination. He broke away from John and went to her and gently grasped her by the shoulders.

"It's okay…..I don't care if it's not mine, I will love it just the same as I love you Anastasia" he said "Just like I know that you Love me…tell him…..tell him that what we had was real" he said staring into her eyes.

She could she the love he had for her in his eyes, her lips quivered for a second before she looked away from him. Her eyes found John's again and he had the same look in his eyes as well. Two men worlds apart from each other were in Love with her, the people in the restaurant had already gone quiet, their full attention on them. It seemed like time had stopped and everyone was waiting for her answer…and answer she herself was struggling with and had been struggling with for sometime.

"Anastasia" Adrian said

"No Adrian" she replied in a whisper while turning her teary eyes to him "I don't Love you…..I'm sorry that I led you to believe that I did, I-I didn't mean for that to happen. You were just…a fling. I Love John"

Adrian stared her in utter disbelief, his stomach was tied up in painful knots, his breath began to quicken as well as his grip.

"Adrian you're hurting me"

"YOU'RE….YOU'RE LYING!" he shouted at her. John rushed over and grabbed Adrian and effortlessly pulled him off of her.

"YOU'RE LYING ANASTASIA!" he continued to shout even as John dragged him away from the table and away from her.

"TELL HIM THE TRUTH! ANASTASIA! ANSASTASIA!"

* * *

**Present- Warehouse**

"RAH!" yelled Adrian as he stood up, he effortlessly picked up the couch he was sitting on and threw it across the warehouse where it smacked into the wall loudly, leaving cracks and dents in the brick wall.

He stood breathing heavily, his rage consuming him. He grinded his teeth so hard that for a second he thought he heard a crack.

**RING! RING! RING! **

Adrian turned his raged filled eyes to the phone lying on the floor by his feet. He bent down and grabbed the phone and quickly answered the call.

"What"

"Is that anyway to talk to your...Employer?" asked the voice on the other end.

"What do you want?"

"You've been out of contact for a long time Adrian…..I just wanted to see if you and I were still….friends"

"I know what I'm supposed to do…..I ran into a few problems and I had to rebuild my suit…but as of now it's fully functional. I've already destroyed one of her companies shipments….it was too big for her not to come this way" Adrian replied

"Good, in the mean time I need you to take care a few individuals for me that are in New York right now"

"My fee is still the same"

"Haha Fee….we'll just tack this onto the amount that you owe me already. Congratulations Toomes you're halfway to paying me back" the voice said.

Adrian balled up his fist in anger.

"Fine" he replied

"I'm sending you the list now via text message, it will have the names and address." said the voice "Happy Hunting Adrian….I'll expect a call once everything is taken care of" the voice said before hanging up.

Adrian pocketed his phone and he walked towards the window again. He bent down and he grabbed a mechanical looking harness and he began to strap the harness onto his arms and chest. The harness locked into place on his body with an audible click.

**CLICK! **

Adrian raised his arms as a humming sound began to start. The humming grew louder and louder.

Suddenly dozens of razor sharp metal feathers lifted up from the corner of the room and flew towards him. The feathers effortlessly connected in place on the harness. Adrian lifted the window and he jumped out.

As he fell through the air he spread his arms and began to flap and once he flapped he pulled up and flew through the air like a **Vulture** taking flight.

* * *

**End Chapter: Read and Review: Hey Readers it's me back again with the closing comments. First I'd like to say THANK YOU! Again to everyone…..all of the readers and reviews it is because of you all that this story is still going strong, it is because of your enjoyment and positive feedback that I feel inspired to keep going and make the epic level rise to the maximum. So Thank you (ALSO OVER 200 REVIEWS! WHOOOOO). Now I hope everyone enjoyed the chapter….I know I Know there is relatively no action and mostly talking and flashbacks and it's a little sappy but with all my chapters and writing there is a reason for everything. I wanted Adrian to have a different background and motivation than the other villains. I kept wracking my brain trying to figure out something new and different and then it hit….while not completely new I figured it was new for his character. So I really hope that you all enjoyed Adrian's new background as well as the characters he encountered. This chapter is more of a Prelude than an actual chapter which is why I had to change the title. I know you readers are getting a bit tired of my Interludes….but sometimes they are necessary for you to get the full background and full story. So I hope that they are entertaining enough for you readers to keep on reading. Anyway bet you're all dying to know what happens next right, well do not go too far away because I can assure you that there will be more action as the long awaited confrontation between the Vulture and Spider-man happens in the next chapter. So I hope to see you all there and if you have any questions, comments, concerns, or rants feel free to leave it in the REVIEW (A writer's main source of motivation) or just send me a PM and I'll get back to you ASAP. This is Nomad88 saying Later…**

**Ps: I'm hard at work with the next chapter for TSA, Batman Beyond and Secret Warrior Spider-Man; you all know the schedule next up is BB, then Secret Warrior and then TSA. But I'm gonna try to do a double post again so keep your fingers crossed. Also if you haven't seen it yet go see the biggest blockbuster of the year….so far John Carter of Mars, very epic. This is me saying Later…..**

**Next up: Wings of Love and Feathers of Hate**


	52. Wings of Love and Feathers of Hate

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS! I repeat again I DO NOT OWN these CHARACTERS. The people that do are: STAN LEE, MARVEL, and DISNEY, they are the owners so they deserve all of the credit. I'm not making any money off of this story, no money is being made whatsoever so knowing that please find it in your heart to NOT SUE ME. Please do not sue me because I promise you that I DO NOT have any money. Really I don't, none…I'm broke, well since that is out of the way on with the story. **

**Hey Readers I'm back with what I think is a hotly anticipated chapter, I hope it is because this is the chapter that features one of Spidey's oldest super-villains both in Age and Continuity HA! Anyway enough of me talking but, before I go I'll say the usual READ, REVIEW (A writer's source of motivation), and of course ENJOY!**

* * *

**Chapter 45: Wings of Love and Feathers of Hate**

**In the Air**

Adrian Toomes, or at least when he was in his _'work'_ clothes **The Vulture,** flew swiftly through the morning air of New York City. He flapped his wings several times before executing a barrel roll and flying around the Empire State Building. He took a long breath of air and he cleared his mind or at least he tried to, he had a long day ahead of him and he needed to be focused on the tasks before him if he wanted to be successful but, the harder he tried to clear his mind the more he thought of her, the more he thought of Anastasia Hardy. Adrian said a silent curse to himself and gritted his teeth.

'_Focus Adrian…..Focus, put her out of your mind for now'_ he coached in his mind.

**BUZZZZ BUZZZZZ**

Adrian glanced down at the cell phone vibrating on his belt and suddenly curved upwards and toward the sky. Once he was high enough over the city he hovered in the air for a second and grabbed the cell phone and flipped it open. A text message from his _'employer'_ appeared and the text message featured a picture, a name and an address in the city. Upon seeing the name then reading the address he turned towards the left and he eyed the Brooklyn direction, he then clipped the phone back to his belt and flapped his wings and headed for his first target.

* * *

**Brooklyn: 12 Minutes Later**

The Vulture sat perched on the edge of a building eying an apartment across the street. As he looked down he eyed the hustling and bustling people walking up and down the street and the cars driving on the street, the more he watched everything around him the more he had to smirk.

"It's true what they say, no one looks up in this city" Adrian said to himself. It always amazed him how no one ever noticed him when he did daytime jobs like this, but he put that aside and he looked at the apartment building again. He breathed easy and grabbed his phone again, he opened it and he looked at the picture and committed it to memory and pocketed the phone.

"Now comes the waiting…the part I ha…." He started before his targeted exited the apartment complex and started down the sidewalk. The Vulture watched him go and then spread his wings and hopped off the edge.

* * *

**Sidewalk**

Edgar Gannes was a criminal, a well known criminal in the seedy New York underground. He was about 5'9, medium length dark blonde hair, a light skin tone, and he weighed in at about 198lbs. He had a lean build that would suggest that he worked out on the regular. Most of the crimes Edgar were guilty of involved leg breaking. He was a leg breaker meaning he was an enforcer and he worked for the most powerful crime lord in the city: The Kingpin.

"Hey Gannes" came a shout.

Edgar turned to the right to see one of his friends and partners standing at the corner waiting for him.

"Benny…what's on the agenda for today?" Edgar asked

"SSDD" Benny replied smirking at him before a shadow passed across his face. Benny looked up to see a figure come flying towards the two of them "What the hell is that?"

"Wha…." Started Edgar before the Vulture swooped down and grabbed him by the shoulders and curved upwards towards the sky.

"HOLY SH*&!" shouted Benny and several other people that saw the Vulture grab and fly off with Edgar.

* * *

**In the Air**

"AHHHHH! AHHHHH! WHAT THE HELL IS GOING ON! AHHHHH!" yelled Edgar staring down at the city.

The Vulture paid no mind to the man's screams, he just flew higher and higher until he reached his intended height.

"AHHHHH! LET ME DOWN MAN!" Edgar screamed at the top of his lungs.

"As you wish" Vulture smirked as he released his hold on the man letting him plummet to the ground below, "Hmph….they always say that" he said to himself while watching the man drop like a rock. The Vulture hovered for a second before he felt his phone vibrate again. He unclipped it, flipped it open and read the name and address and re-clipped the phone to his outfit. He flapped his wings and flew off to his next target.

* * *

**Queens, Forest Hill: Watson Household **

Mary Jane Watson laid completely still in her bed staring at the ceiling with wide eyes and she had been staring at the same spot for who knows how long. Mary Jane still had on her dress from the night before but she didn't care, she was still in a daze… no….still in shock of the massive revelation that was discovered by her just a few hours ago, Peter Parker was Spider-Man. On her way home she at first thought she was dreaming or that she imagined what she saw but she quickly dismissed both notions, she knew for a fact that she wasn't dreaming, this was reality and in reality Peter Parker is Spider-man.

Mary Jane swallowed hard and then raised her left hand; in her hand was the remote for her TV which was on a news station. She un-muted the television and she listened the news report.

* * *

_**TV**_

"_Channel 12 News Now, Our tops story today is the blackout_

_**CLICK!**_

"_The Blackout happened last night around….._

_**CLICK!**_

"_A New Villain by the name of Doctor Octopus attempted to_

_**CLICK!**_

"_But he was stopped by New York's resident Vigilante…_

* * *

"Spider-Man" Mary Jane finished gripping the remote in her hand. Every station had the same story, the blackout and how Spider-man took down the villain responsible. Mary Jane heaved a heavy sigh and she sat up in her bed and looked at the TV. She stared at the screen as an image of Spider-man was shown swinging through the city. Upon seeing him in costume again her shock began to subside and another emotion began to flow through her body and that emotion was anger.

"RAH!" she shouted throwing the remote in her hand at the wall next to her TV. He angered stemmed from the fact that Peter, supposedly one of her closest and best friends has been lying to her and had been lying to her for quite some time and if there was one thing she hated the most was a liar.

"How could he lie to everyone like that….His Aunt, Gwen, Harry…..how could he lie to me" she said to herself standing up from her bed and beginning to pace her room heatedly. Thoughts racing through her mind a mile a minute, her mind going back to all of the times Peter just suddenly ditched all of them and lied to them, how he was always tired, showing up late and with bruises all over him.

"Hey guys I gotta go I remembered I have to help Aunt May with something" she mocked folding her arms her chest and looking at the TV "Little did we know _'help'_ his Aunt was a euphemism for Hey guys I have to go swinging around the city in skin tight long johns" she said her facing scrunching up in a frown, but as she was standing there brimming with anger for being lied to her angry expression softened as she saw Spider-man save a woman from being hit by a guy with a red Mohawk. Her expression softened even further as she saw him save more people and help the police keep order in the streets despite the blackout. She remembered being out in the black yesterday and how scary it was but luckily for her Harry's Limo was outside of the convention center and she was able to get inside and hide safely. She also remembered how Spider-man had saved her on not just one but two occasions and upon that thought her angry expression softened even more.

Mary Jane released a sigh and put her hands on her hips.

"Mary Jane get ahold of yourself. Technically he never lied because you never asked him if he was Spider-man, but still though. How could he keep something this big a secret?" she asked herself walking towards her window lifting it up and sticking her head out and looking in the direction of Peter's house.

"Maybe I should go find out huh. Maybe I should go over there right now and confront him about this; I'm one of his best friends I deserve to know about something this big. Yeah that's what I'll do dammit I'm gonna make him tell me everything"

Mary Jane stepped away from the open window her mind set on her course of action. _'Wait till I get through with him...oooooooh he's gonna get an earful from me'_ she thought to herself while she headed towards her door and as her hand touched the knob she suddenly stopped in her tracks. She stood still for a moment and then she placed her head on the wooden door and released a frustrated sigh.

"Would you listen to yourself? You deserve to know about **his** secret, well tell me something MJ, who the hell are you? Who are you to decide what you deserve to know about his life. I-I-I'm his friend…and as his friend you only deserve to know what he tells you, not what you discover by accident. This is a secret that he's been keeping for a while so he must have his reasons for not telling you or anyone for that matter" she reasoned to herself.

Mary Jane closed her eyes and banged her head against her door a few times before angrily stepping away from the door and began to pace her floor again.

"SO WHAT THE HELL DO I DO!" she shouted pacing back and forth back and forth wrestling with what do, "GRRR I can't confront him because if he wanted me know he was Spider-man he would've told me long ago, I mean I could, but I want him to trust me and what kind of friend would I be if I cornered him and twisted his arm. So what do I do, do I just pretend that everything is normal…when I in fact know that they aren't, do I just stand silently in the background until he comes to me….or do I….GODDAMMIT!" she shouted grabbing her hair in frustration. Her mind still continuing to race a mile a minute, she walked back over to her bed and fell down on her stomach and then rolled over onto her back and stared at the ceiling….again.

"This is a freakin Nightmare…THIS IS A FREAKIN NIGHTMARE! THIS IS A…

* * *

**SoHo- Daimonji Household: Same Time**

"….FREAKING DREAM COME TRUE!' shouted Indy Daimonji for the 100th time. Indy was in her room sitting on her Queen sized bed with her laptop in front her, she had a large smile on her face and dozens of Daily Bugle newspapers all around her bed and each of the newspapers had a picture of Spider-man on the front. Indy let out a squeal of delight as her fingers danced across the keyboard.

"Oh My God I swear I have the luck of the Irish and there isn't a drop of Irish in my blood" she said to herself.

**KNOCK! KNOCK! **

"Indira, this is your father I'm coming in" came an Indian accented voice.

Indy looked up as her door opened and her father walked in, he was a man of Indian descent, standing at 5'7 with hazel eyes, dark skin and an average build.

"Dad"

"Indira what is with all of the screaming I can hear you all the way in my room, you're disturbing me from my work. And what are you doing on your laptop I told you that you are grounded. I said you couldn't go out yesterday and you did anyway and you were almost hurt in the blackout"

"Almost doesn't count Dad and look I'm fine okay. See me here alive, talking"

"Do not sass me Indira; I swear you get more like your mother everyday"

"If you mean beautiful and opinionated then I thank you for the compliment" Indy replied scoffing slightly.

"No I mean you drive me just a bit crazier everyday."

"But Dad listen to me if I hadn't gone out yesterday I never would've made the discovery of a lifetime. I discovered….."

"I do not care Indira, now turn that laptop off and stop the screaming" he said leaving her room and closing the door.

Indy rolled her eyes and went back to her type although she kept her excitement to herself.

"I discovered Spider-Man's secret Identity"

After discovering Spider-man's identity by accident and her warning from who Indy has dubbed the Redheaded Psycho she immediately started for her house but then the blackout happened and luckily for her a shop owner was closing up at the time and he invited her to hide inside of his shop as the chaos started. Once it had settled she thanked the owner and headed for home where her father hugged her and then grounded her. But Indy didn't care the only thing she cared about was getting to her laptop and starting what she believed to be the story of a lifetime. All night she had been working on the story trying to get in right and after hours of toiling she had finally gotten it right or at least she thinks she's gotten it right. Indy read and re-read the article and she placed a hand on her chin.

"It's missing something" she said after a long minute, she stared at her words and she realized that the whole article was her words and assumptions, and upon that realization she knew exactly what she needed.

"I need quotes, I need motivation, I need to hear it from the Camel's mouth…or was it the Horse's mouth….whatever. I need to know what makes a guy get up every morning or night and put on spandex, and luckily for me I know exactly who and where to get it from…WHOOO PULIZTER HERE I COME!"

"INDIRA!" her father shouted.

"SORRY DAD!"

* * *

**Manhattan Bridge**

The Vulture flew high over the bridge while looking down at the crowded morning traffic, his eyes zeroed in on a sleek black limo. Inside of the limo was his next target or targets, it was a couple by the name of Keith and Kristen Malcovich. The Vulture had been following the limo waiting for the right time to strike and now that the limo was trapped in traffic he decided that now was the time to act. He flapped his wings and then flew upwards; he turned and dove downwards towards the limo.

* * *

**Inside the Limo**

Keith Malcovich eyed his wife and slowly leaned over and began to kiss her on her neck.

"Keith stop it" Kristen Malkovich said playfully fighting her husband off of her. But he giggled and kissed her neck even more.

"Can't stop" he replied

"You're such a….."

**THUD!**

The whole limo shook violently at the loud sound. The couple broke apart and quickly looked around.

"Trevor what was that?" Kristen called out to her driver.

**CRASH!**

"ACK!" came a shout of pain.

A long metal feather looking dagger burst through the seat on the driver's side. Keith and Kristen scooted back in their seats in fright. Keith reached over to the side of his door and pushed down a button. The tinted glass that separated them from the driver rolled down and upon it rolling down the two stared through the small opening at the bald man with wings on their hood.

The Vulture raised his arms and razor sharp feathers detached and flew forward at the couple

"AHHHHHHHHH!" they both yelled before suddenly being silenced. The Vulture saw his job was done so he flapped his wings and took to the sky.

* * *

**Manhattan Police Precinct **

Detective Yuri Watanabe leaned back in her chair in utter exhaustion, she like every other officer was dog tired and it was due to the blackout that happened just a few hours ago. Yuri had been an officer of the law for a few years now and never had she'd seen anything as crazy as what happened last night. Gangs, looters, fanatics and civilians littered the streets just going absolutely crazy just because the lights went out for a few minutes. She shook her head as she remembered how the people acted, letting out a loud yawn she rubbed her red eyes; just like most of the officers in the precinct no one got any sleep last night. Once the lights in the city turned back on it had taken them hours to get everything back to normal and it took them so long that by the time they were finished it was around the time that she usually got up and started getting ready for work. She let out another yawn and put her hands over her eyes.

**BUZZZZ BUZZZZZZ**

Detective Watanabe looked down at her phone and grabbed it and answered the call.

"This is Watanabe"

"Yuri"

The Detective perked up a little at the sound of her best friend Detective Jean DeWolff's voice on the other end.

"Jean" she replied

"Hey I got something for you"

"What is it?" asked Yuri rubbing her face tiredly.

"I have a dead body over here in Brooklyn that's only a few hours old"

"Okay" she replied in an uninterested tone.

"Get this, you remember that list you had me look at a while back and I told you it was some parts for some type of propulsion system and it looked like feathers that killed those kids"

"Yeah I remember"

"Well eye witness accounts say they saw a winged man swoop out of the sky and grab the victim"

Detective Watanabe sat up even more at the mention of the winged man.

"You think this is a connection?" she asked grabbing a pen and a piece of paper off of her desk.

"Could be, you haven't had any breakthroughs on the case yet have you?"

"No I haven't its gone cold. What's the victim's name?"

"Edgar Gannes. A leg breaker for the Kingpin" Jean replied.

"Wilson Fisk. Isn't he behind bars?"

"Yeah he is but when the husbands away the wife will play" Jean said

"Wait, you think Vanessa Fisk is stepping in since her husband is….somewhere"

"You don't, come on Yuri if you're married to a guy like Fisk you know exactly what you're getting into. She would've been stupid not to learn about the _'business'_ so I have no doubt that she is running things for the time being"

"If that's true then why murder one of your own underlings?" Yuri asked leaning back in her seat "Or at least publicly murder him?"

"Maybe this winged guy doesn't work for the Kingpin"

"Is there a description?"

"The only thing we got is that he was bald and had wings. He swooped in too fast for anyone to get a positive ID" Jean replied over the phone.

"WATANABE!"

The Detective jumped at the sound of her name being called and she turned to see Lieutenant Lee walking towards her.

"Yes Lieutenant"

"We got a scene at the Manhattan Bridge get to it" she said before heading towards her office, she nodded her head and stood up from her seat.

"Jean I gotta go"

"Yeah I heard, I'll talk to you later, Bye" she said before ending the call. Detective Watanabe grabbed her coat and quickly headed out of the precinct and too the crime scene.

* * *

**Parker Household **

Peter groggily opened his eyes and he let out a tired sigh, he rolled over and he looked at the clock on his nightstand.

'_Still tired…..five more minutes'_ he thought to himself. He was up until the early hours in the morning dealing with the riots and the craziness that happened during the blackout. Immediately upon getting home he went to his room and went to sleep, he didn't even develop the few pictures he got last night because he was so tired and not to mention he was still aching from his bout with Doc Ock. So deciding that he needed more sleep Peter rolled over and pulled the covers over his head and drifted back to sleep.

* * *

**Manhattan Bridge**

"Alright people clear the way…I SAID CLEAR THE WAY!" shouted Detective Watanabe pushing her way past the crowd that was gathered on the bridge. The traffic jam was still in effect and people had gotten out of their cars when they had seen The Vulture and surrounded the limo. Once the police arrived they set up a perimeter but no one cared. Detective Watanabe pushed her way towards the yellow tape and flashed her badge at the officer.

"What do we got?" she asked him making her way over to the limo.

"Triple Homicide, driver identified as a Trevor Neerman, and a husband and wife by the name of Keith and Kristen Malcovich" The officer replied.

Detective Watanabe pulled out a small flashlight and aimed it at the broken window and inspected the dead driver. She saw the gapping wound in his chest and shook her head, she then straightened up and went to the back of the limo where the coroner was leaning into the limo taking down notes. The Detective aimed her flashlight at the victims to see the same gaping wounds in the chest.

"I guess I don't have to ask the cause of death" Detective Watanabe stated. The Coroner turned her head and smirked slightly.

"That obvious huh" she replied.

"The giant holes in their chest kinda gave it away. Murder Weapon"

"First glance….some type of metal lance but…..with jagged edges"

"Jagged Edges" The Detective repeated with raised eyebrows.

"Yes, If I had to guess right now I would say that the wound marks resembled something like a feather….but that can't be right, I won't know more until I get the bodies down to the lab"

"Feathers" Detective Watanabe repeated to herself "Yeah you do that and I'm gonna need you to put a rush on that too I don't care if you have to airlift these bodies out of here I need that report. Officer" she stated while turning around and searching for the officer she was talking to a few minutes ago. The officer turned to her.

"Yes Ma'am"

"Eyewitness"

"Oh, Ma'am there are over a dozen and most say the same thing a bald man with wings swooped down and killed them…but that's crazy right" he said.

"Don't be so quick to call them crazy. Here's what I want you to do, grab a few of these eye witnesses and put'em in the squad car and take them down to the station. Have a sketch artist draw what they saw…you understand me"

"Yes Ma'am" he replied scurrying off to complete his duty leaving the Detective alone, she let out a sigh and turned back to the limo, "One step closer" she said putting her hand to her chin.

* * *

**Across Town**

The Vulture sat on a luscious couch in an overly lavish Condo, he leaned back into the cushion and he let out a sigh. He closed his eyes for a second before opening them and staring at the dead body on the ground…..his latest target; A man by name of Garrison Meadows. A thirty something business man. Adrian eyed the dead man while he reached up and rubbed his bald head letting out another sigh in the process. For a brief moment a look of sorrow flashed across his face as he looked at the dead man laying a few feet away from him but as quickly as it appeared it disappeared. Adrian's eyes drifted away from the body and to another spot in the room and then another.

"How did I get here?" he mused, but when the words left his mouth a memory over took him and he was brought back to the day that his life changed.

* * *

**About 22 years ago**

Adrian Toomes laid on the hard wood floor within his trashed apartment. He was a shadow of his former self. He was in a dirtied and stained shirt, raggedy black pants and holey brown shoes. A thick dark blonde beard adorned his face, dark blonde hair was on top of his head and his eyes no longer head any joy within them. Adrian had hit rock bottom. He was emotionally and spiritually broken and he had been for the past 8 months, or ever since the incident at the restaurant where Anastasia Hardy…the woman of his dreams shattered his entire world. After that incident he lost the will to do anything, he had lost the woman he loved, he had also lost his best friend and to top it all off he lost his job. Adrian had sunken into a deep depression. The bank reposed his car because of non payments, some of his furniture that he was paying on was taken back and his landlord had just given him an eviction notice of his refusal to pay his rent, he had 3days to vacate the premises or pay what he owed.

The howling cold wind whipped against the window but as with all things now Adrian didn't care, the incident at the restaurant kept playing over and over and over in his mind.

"I don't love you" he whispered slightly, he had been repeating those words periodically during his depression and each time the words left his lips it was almost as if he couldn't believe they had actually come out of her mouth. He just couldn't believe it because he knew they weren't true…..they couldn't be, but his mind reassured him that they were real by replaying the incident again, but as it replayed over again he felt something…something different than the other times he thought about the incident. It started as a bubbling feeling within the pit of stomach, it was warm but he could feel it growing in intensity and size. The warm feeling began to burn and it began rise throughout his body melting away the cold numbness he had been feeling for what seemed like an eternity. Adrian's fingers curled itself into fist so hard that he could hear his knuckles crack.

"I. Don't. Love. You" He stated before gritting his teeth. He sat up from his position and he pounded his fist on the wooden floor. The depression that had been gripping him for the past few months were being burned away by anger…no…by rage. A snarl found its way towards his lips as he slammed his fist down on the wood beneath him again. He sucked in a few ragged breaths of air. His mind drifted back to her face and the way she was looking at him and how she looked him in the eyes and said the words, he remembered the way the people in the restaurant stared at him and he remembered John.

"I don't LOVE YOU!" he shouted. Adrian climbed his way to his feet and he started to pace. He grinded his teeth so hard that he thought he heard one of them crack but he didn't care he was too consumed in his anger….his anger towards her and how she played him like a fool. Treated him as a fool, embarrassed him and caused him to wallow in self-pity for months. She had hurt him in a way that no one has ever hurt him before and that type of hurt deserved a retaliation….it deserved a response…..it deserved payback. Adrian picked himself up off of the ground swaying a bit mostly because earlier he had been drinking heavily but for the most part he was thinking clearly. He took a step forward and was about to make his way to the door but he was a little dizzy and he had to stop at the kitchen counter.

"I'll show her….and that son of a bitch Hardesky" he said putting a hand to his head. Adrian wasn't exactly sure how but he knew that he wanted payback against the two for his current state. He straightened up and resumed his trek to the door but it was then that something caught his eye. By the door under the stand that he used to keep spare change on, he made his way over and he knelt down and he retrieved the item which turned out to be a business card. Adrian stared down at the card and the name and number imprinted on it.

"Wolfgang Von Strucker" he said out loud. He instantly remembered the gala and the mysterious man that approached him in the elevator. The man had given him the card and told him that if he ever changed his mind just to give him a call.

"The bigger and better deal" Adrian stated as he also remembered the conversation that he had with Spencer about the whole reason behind the Gala and that's when he made his decision. If he wanted to get back at Anastasia and at John he would go to the competition and he would help them to beat her company. A small smile appeared on his face at the thought. Adrian gripped the card tightly and then he grabbed the door knob, he opened the door and he left his apartment never to return.

* * *

**Present **

Adrian scoffed at the memory because little did he know that just as he found a reason to keep living his life would take one of the most drastic turns in human history. He went from scientist to assassin in what seemed like to him a blink of an eye but in reality it took him years to get to this point. Adrian leaned up and he grabbed the bottle of tequila on the table in front of him and he took a large gulp, letting the alcohol calm his nerves but more importantly he wanted it to suppress his memories.

**BUZZZZ BUZZZZZZ** went the sound of his phone vibrating. Adrian glanced at his phone and he quickly unclipped it from his belt but as he looked at it he noticed that it wasn't a text coming through but a phone call. He narrowed his eyes at the number and he answered the call.

"What did I tell you about calling this number?" Adrian asked with an edge in his voice.

"Not to call unless I have something….well I got something" came the voice of an informant that Adrian used from time to time.

"What is it?"

"Vulture you know how this works money first Man"

"Just give me the information or so help me you'll make my list of people to eliminate today" Adrian replied with no room for debate.

"Whoa, man I was just joking jeez….I see you're playing into the stereotype of a grumpy old man"

"My patience is growing thin"

"Alright look…I know someone who is heading your way"

"To New York"

"Yep"

"Who?" asked Adrian

"Anastasia Hardy. She caught the red eye and should be arriving in New York in a few hours. I think she'll be there around 2:00pm"

"What airport"

"JFK"

"I'll wire you the money after I hang up, is she alone?" he asked

"Yep No bodyguards, No Husband"

"Good" Adrian stated

"Hey…" started the voice on the other end before Adrian quickly hung up the phone. He stood from the couch and he made his way over to the window. He looked out and his eyes zeroed in on the clock tower a few buildings away.

"12:10. I have a couple of hours before she arrives which gives me plenty of time to finish up a few more targets. Although she's arriving in New York a bit ahead of schedule but alas it doesn't matter. I wonder what she'll say when she sees me…a blast from the past"

Adrian lifted the window and he stepped out to the ledge. He flapped his wings and hopped off the ledge taking to the skies once again, off to his next target.

* * *

**Daily Bugle**

Indy stepped off the elevator and made her way into the almost vacant bullpen of the Daily Bugle. Since it was Sunday and the Sunday edition of the paper was completed yesterday everyone was at home. Everyone except a few people who decided to get a jumpstart on their article for the next day but Indy paid them no mind she was on a mission. She quickly and quietly passed through the bullpen and continued on towards her target Betty Brant's desk. She reached the desk and then looked around no one was paying her any attention and she gave a quick smile to that.

"Okay….let's see here where do you keep employee files" Indy whispered to herself. Indy rummaged around Betty's desk quietly as she could so she wouldn't draw any attention to herself. She moved over papers, lifted up the calendar and went through the drawers. Indy bit her lip as she continued to raid the desk and when she didn't see what she was looking for she turned on Betty's computer and waited for it to boot up, which didn't take long at all.

"Password" she read off the computer screen as the pass code box popped up "Okay lets try Bugle…..no, alright Daily Bugle….no…Betty Brant….no…..Password….still nothing"

Indy leaned back in the chair and stared at the password box in front of her; she put a hand to her chin and began to think. While she was thinking she glanced to the left and saw a picture of Betty and her current boyfriend and that's when a smile graced Indy's lips.

"Let's try….wait….what was that guys name…..think Indira think…..oh yeah it was Vin Gonzales"

Indy typed in the name and the password box disappeared.

"HA! That was easy enough….now personnel files. I hope he's in here" she said to herself as she clicked on a folder labeled Personnel Files. The file opened and a long list of names, addresses and telephone numbers pulled up on the screen. She scrolled down the list until she came the name she was searching for…Peter Parker. She clicked on his name and looked at his address and then at his cell phone number and she quickly copied it onto a sheet of paper.

"What are you doing?" came a voice.

"AH!" shouted Indy jumping at the sound of the voice; she looked up to see Ben Urich standing in front of the desk looking at her, "Mr. Urich….don't do that"

"It's just Ben and to spark such a reaction I'm guessing whatever you're doing is something that you're not supposed to be doing" he said giving her a knowing look.

"Actually I was just finishing up a….book report" she replied quickly closing the window she had open.

"Uh huh?" he said not believing her for one second, "Tell me another one"

"I guess there's no fooling you then huh…Ben"

"Well I am the best investigative Journalist around so…. no" he said pulling out his pack of cigarettes and grabbing one.

"HA! Second best investigative Journalist right after me, I'm on the verge of a story so huge it'll blow whatever you've done out of the water"

"Is that so?" he asked with a slightly raised eyebrow.

"Damn right" she said standing up

"Aren't you the Ambitious one" he chuckled.

"The Cream of the Crop usually are" she replied pocketing the piece of paper.

"A little word of advice Ms. Cream of the Crop….do be careful in your pursuit of being an investigative journalist….it can be dangerous"

"I'll keep that in mind Ben….and thanks for the advice" she replied walking around the desk and past him. Ben watched her walk towards the Elevator and quickly step on. He waited until the doors closed before he shook his head and let a smile grace his lips.

"Hmph….I like her" he said lighting his cigarette. He blew out a puff of smoke and walked around Betty's desk and sat down in the chair. He grabbed the mouse and he opened up the history tab and clicked the first link in the tab. The window with Peter Parker's info pulled up again and he smirked to himself.

"Interesting….it seems Ms. Daimonji will go far…..one day" Ben said to himself as he copied down the info as well. He then deleted the history and shut down Betty's computer. He looked at the info on the slip of paper and he blew out a puff of smoke.

"Time to find out the truth about you Mr. Parker" he said heading for the elevator.

* * *

**Parker Household**

"ACHOOOO!" Peter sneezed "Man…someone must be talking about me" he said shaking his head. Peter was currently in his attic printing out his pictures that he managed to take last night during the chaos, it was only a few but it was enough for him to restock on web fluid for his web shooters and thread so he could repair his costume.

**RING! RING! RING!** Peter glanced to his right to see his phone ringing. He grabbed it and answered it.

"Hello"

"Peter...It's Indy"

"Indy?" he repeated "How did you get my number"

"A journalist never reveals her sources, listen I need you to meet me at Central Park…like in the next 20 minutes or so"

"What…Indy I can't do…"

"Peter…you're breaking up…see you then bye"

**CLICK! **

Peter removed his phone from his ear and looked at it in confusion. He rolled his eyes and let out a sigh. He hadn't been planning on going anywhere, the only thing he had planned for the day was to print his pictures and go to sleep but Indy had disrupted that plan. Peter was tempted not to go but her voice sounded urgent.

"Damn" he whispered while standing up from his seat and heading towards the stairs, but before he left he made sure to grab his costume…..just in case.

* * *

**Elsewhere **

"WAIT! NO!"

The Vulture swung his arm and his razor sharp wings sliced the man in front of him across the throat.

"ACK! GUH!" the man gasped grabbing at his gushing throat before falling down on the ground dead. Seeing that his deed was done the Vulture flapped his wings and took to the sky.

* * *

**Central Park: 20 Minutes Later**

Peter Parker let out a yawn as he walked down the paved path in central park. It was a Sunday afternoon so there were dozens of people in the park; some were riding their bikes, running, walking and talking or having a nice picnic. It was a beautiful day so he couldn't blame them for wanting to enjoy it. He rubbed his eyes and then looked around until he spotted Indy leaning against a tree, she was turned away from him slightly but from where he was standing it looked like she was talking to herself. Peter stopped and just looked at her.

'_She's cute but she's a strange one, but then again who am I to talk. I'm pretty strange as well'_ he thought to himself shaking his head and making his way over to her.

* * *

**Few Feet Away**

"Testing 1 2 3 Testing 1…2…3" she repeated again. She reached up to her shirt and adjusted the microphone one last time.

"Indy"

"GAH!" she shouted whipping around to see Peter standing next to her, "Don't do that….don't sneak up on me"

"I didn't"

"Yes you….you know what forget about it, no harm done" she replied putting a huge smile on her face. Peter leaned back a bit at the smile.

"Uhhh Indy are you okay you're acting strange"

"I am fine, but how are you…I mean you must've had a hard night last night right being out in the blackout…because I mean I was too but you were too weren't you?" she asked stepping towards him.

"I mean I'm okay…." He started before Indy leaned in real close to him "Indy….you're kinda in my personal space"

"Huh….oh...sorry" she replied taking a step back but her smile didn't waver.

"Uh I mean I faired well I was able to…..find someplace safe to stay until it was over"

"And what about Spider-Man" she asked quickly

"What about him?"

"You two are close right so what are his thoughts on what happened last night"

"Well I wouldn't say that…we're close"

"HA!" Indy laughed before realizing her mistake she didn't want to spook him "I mean come on you do take his picture right"

"That's all I do" he replied '_Why do I get the feeling I'm a deer in headlights'_ he thought to himself as he eyed Indy who still had a strange smile on her face.

"Hmm okay fine" she said backing up slightly and putting a hand to her chin '_A challenge huh….okay let's try a different approach'_ she thought.

"Indy why did you call me here?" Peter asked eying her, she looked at him and her smile slowly dripped away from her lips.

"Well I was just working on a Spider-man article for the website and I thought I could get some info on our resident hero from the guy that takes his photos. I mean I thought you guys were close"

"That's what I'd like to call a…misconception" he replied smoothly

"Well I feel silly" she said softly "And here I thought I could solve a big puzzle about him…..I mean what would possess a guy to wake up and put on spandex…I mean he must be crazy right" she said turning around, _'Come on take the bait'_ she thought to herself

'_SPANDEX? CRAZY!_' thought Peter shifting in his spot "Well you know Indy I wouldn't really call it Spandex…more like Rayon…close to Polyester easier for his clinging abilities and repair…and he's not crazy" he said

'_Hook Line and Sinker'_ she thought turning around "How would you know"

"Well we might've had a few words"

"Really….did you guys happen to talk about his reasoning for you know the whole Spider-man thing. I personally think it's for shock value and fame. I mean people are gonna be talking about him and the rest of the hero community for years…decades even" she said while taking a step towards him.

Peter's eyes narrowed slightly at the words once they left her mouth.

"Indy you couldn't be further from the truth. Spider-Man is not about fame or getting attention it's about trying to make a difference. He's all about using his great power responsibly to help people that can't help themselves…..at least that's what he tells me"

"How noble of him" Indy replied thoughtfully, "I have to ask though what's with the mask and the costume….why not show his true self"

"Because the people that he comes across on a daily basis are not very nice people. They are murders, psychopaths, and Kingpins. The man behind the mask has a family and the costume is the only thing that keeping them safe from harm…from retaliation and…" Peter started and then stopped. His spider sense was buzzing. Indy looked at him curiously.

"Are you okay?"

Peter ignored her for a second before he took a few steps to the right.

'_Where is it….it's close….and getting closer but I don't see. Wait…nothing to the right….nothing to the left how about up'_ Peter thought tilting his head upwards. He scrunched his eyes as he saw a figure fly over head.

"What the hell is...?"

"" came shout in horror. Peter looked to the left to see a man fall to the ground with a loud thud. Peter took a step back in shock before he quickly ran to the man, but upon looking at him he knew that the man was dead. He balled up his fist and turned his eyes back to the sky and locked onto the flying figure.

"OH MY GOD!" shouted Indy as she arrived next to him, several other people came running and stood over the body looking at it in horror.

"Indy I'm gonna have to cut this short…I got something I need to take care of" he said to her already making his way out of the small circle that had formed. Indy barely heard him as she felt him brush past her and began to take off down the pathway. She looked up to see a figure flying away from the scene and she figured that he was responsible and that Peter was going after him.

* * *

**Not too Far Away**

"Damn I'm starting to loose him" said Peter as he ran down the street with his eyes still on his target. He stopped at a corner and then looked to the left to see an alley; a smirk crossed his lips as he ran down the alley. Without breaking his speed or stride Peter jumped in the air, he slipped out of his blue jeans and shoes, twisted out of his blue shirt and quickly put on his mask. In mid air he turned and fired a web at his discarded clothes. The web hit all of his clothes and made them safely stick to the wall.

'_Whadaya know practice makes perfect'_ Spider-man thought as he fired a web and swung after the flying man.

* * *

**In the Air**

The Vulture flew high in up in the air weaving in-between the buildings, his eyes caught the time on a building and he decided that it was time to start making his way towards JFK airport.

The Vulture spread his arms and descended slightly but he was unaware that he was being followed and was about to be pounced upon.

* * *

'_Well this is new….a flying bald bird man…wait….bird man. HOLY CRAP! That's right I was supposed to be investigating a giant bird man in the city'_ Spider-man thought while swinging after his target.

He swung upwards until he was over the man, he let go of his web and sailed towards the Vulture.

* * *

**THUD!**

"AHHH!" shouted the Vulture feeling the sudden extra weight; the two went twisting through the air uncontrollably.

"Hi….you must be….part of the new Geriatric Airlines….I'm your first passenger last name Man first name Spider" he quipped gripping him tightly. The Vulture growled and righted himself in the air.

"I'm…. fully aware of who you are Spider-Man, I've been in this city long enough and I've prepared for you as well just in case we were to meet" he replied. He curled one of his fingers and hit a switch in the palm of his hand.

'_Spider-Sense'_ thought Spider-Man quickly springing off of the Vulture's back just as all of his feathers spiked upwards.

'_Whew that was close'_ he thought shooting a web and swinging through the air. The Vulture's wings retracted and he dove through the air at web-slinger. The Vulture neared him and took a swing with his left wing; Spider-man lifted his leg and dodged the attack. He turned and fired several web balls with his free hand but the Vulture barrel rolled out of the way, The Vulture turned upwards flapping his wings and with his right wing he cut the web Spider-Man was swinging from.

Spider-man fell through the air, he twisted and fired a web and caught himself but the Vulture flew downwards and snapped that web as well, but luckily he was in range of a building and fell and stuck to a glass window.

"You're quick for an old guy….so who are you?" asked Spider-man standing on the window at the ready.

"You can call me the Vulture Spider-Man" he said in a menacingly low voice.

"It's because of the nose right I mean look at it" The wall-crawler quipped pointing towards Adrian's face.

"Funny" Vulture replied dryly "Let's see how funny you are NOW!" he shouted thrusting both of his wings forwards. Several razor sharp feathers shot out at him, Spider-Man flipped along the building out of harms way but to his surprise the razor sharp feathers followed him.

The Vulture let out a laugh as he watched the attempt to stay ahead of his feathers. He was secretly controlling them via sensors in his hand.

'_Its been a while since I've had to use this particular feature, hopefully the energy supply will not run out before I deal with this freak'_ he thought to himself.

* * *

Spider-man weaved and jumped to the side to avoid being skewered by the razor sharp feathers.

'_He has to be controlling these things somehow'_ he thought and that's when he got an idea _'Well let's see how well his control is when his toys are right in his face' _

Spider-man sprung off the side of the building and he shot a quick web that snagged the Vulture in the chest and then pulled himself towards his enemy. He spread his legs allowing the feathers to pass him but upon missing him they began to follow yet again.

"AHH!" shouted the Vulture seeing Spider-man heading towards him. Spider-Man slammed both of his feet into Vulture's chest sending them both flying back through the air. While they went flying in the air Spider-man managed to turn him slightly allowing the razor sharp feathers to strike him in the center of his back.

**KCKSSSS!** Went the sound of metal striking metal and wiring.

"NO!" he yelled hearing the sound.

Spider-man still sticking to Vulture's chest proceeded to assault his face with hard punches, but the Vulture was tougher than he let on. He took the blows as they came and while his opponent was pounding him he reached up with his left hand and hit the left side of his chest which activated a powerful magnetic pulse that violently pushed Spider-man off of his chest and sent him careening through the air once again.

**POP! POP!**

The Vulture glanced behind his back to see some exposed wires flashing and sparking.

"Dammit" he growled to himself he grinded his teeth and looked at his falling enemy. He flapped his wings and dove after him.

"GAH!" gasped Spider-man grabbing his stomach. The force of that pulse hit him like a tidal wave, knocking all the air out of his lungs. Weakly he raised one of his hands and fired a web but just as the web connected it was cut.

'_Spider-Sense' _

Spider-man turned his head to see the Vulture heading straight for him. He managed to turn and attempt to fire a web but the Vulture reached him first and grabbed him by the front of his costume tightly. They suddenly curved upwards.

'_Spider-sense'_ Spider-man thought again. He turned his head to see they were heading towards a window, '_This might hurt' _

* * *

**CRASH!**

The Vulture using Spider-man as a ram crashed through the window of an office building disrupting all of the employees inside, but he paid them no mind. They continued to fly through the office until they reach another window were they crashed through that one as well.

**CRASH! **

"Ugh" groaned Spider-man. The Vulture smirked upon hearing his groan of pain.

**POP! **

"NOO!" Vulture yelled again upon hearing the sound, but upon this pop he could feel himself beginning to descent, _'My harness is damaged….I need to repair it'_ he thought to himself. He looked down at Spider-man and he grinded his teeth a bit.

"Good-bye Spider-man have a happy landing" he said before letting him go. The Vulture watched him fall before flapping his wings and flying away hoping to God he had enough power to get back to his base.

Spider-man once again was falling through the air uncontrollably, he vaguely heard the Vulture say something before he let him go. Cracking open his eyes he saw the ground coming closer and closer. Fighting through his haze he lifted both his arms and fired two webs. The web-lines connected and he was able to swing himself to the roof of a building where he tumbled across the roof.

"Ugh…that…..was embarrassing, beaten by Father Time with wings. Definitely not….my best day…ugh" he groaned before closing his eyes and passing out.

* * *

**2 Hours Later- JFK Airport**

Anastasia Hardy stepped out of the terminal and she proceeded to make her way through the busy airport. In the 20 something years that had passed Anastasia had aged gracefully, she still had the same body build, same skin tone with a few minor wrinkles, and the same blonde hair although there might've been a few gray hairs tucked away. Anastasia briskly walked through the terminal and towards the baggage claim, behind her were several assistants both male and female and there was a young woman that bared a similar resemblance to Anastasia herself, which would make sense because the young woman was her daughter: Valerie Hardy.

Valerie was about 22 and stood at 5'10 with medium length black hair; she had blue eyes and slightly darker skin tone than her mother. Valerie had a slimmer build and was wearing a casual business suit. Valerie eyed the assistants who were falling behind slightly and then at her mother who looked like she had doubled her pace, her whole body was stiff and it was visible that she was upset. Valerie quickly sped up her walking and matched her mother's stride.

"Mom I think you should calm down" Valerie said in a concerned and English accented voice.

"I am calm Val" Anastasia replied quickly, but Valerie knew better.

"Mom I know you're eager to get to the bottom of whose trying to ruin us but this is what they want, they want you out of pocket. As soon as you heard about our shipment being sabotaged you jump on a plane"

"What else was I supposed to do Valerie" Anastasia snapped slightly, she stopped in her tracks. The mother and daughter stared each other in the eyes for a long second the question hanging in the air. Valerie looked at her mother and could see the distraught and stress that were in her eyes. For the past year someone has been sabotaging the Hardy Foundation. They have been the victims of corporate sabotage, people have gone missing, investors backing out, shipments being destroyed all over the world, it has been a complete nightmare. Her mother and father had been trying to track down whose responsible but so far there has been no luck and it seems her mother was beginning to crack under pressure of losing everything.

Anastasia relaxed her stance slightly and rubbed her tired eyes.

"I'm sorry Valerie I didn't mean to yell…I'm just….I'm just…."

"I know mom. I know" she replied softly.

"I wish John and Felicia were here to help us, but who the hell knows where they are now" she said in frustration and folding her arms.

"Mom you know they are helping, just in their own unique way. I'm sure they'll contact us when they have something"

Anastasia let out a sigh and nodded her head.

"I know, look we can talk more once we get to our Penthouse" she said turning and resuming her pace.

Valerie shook her head and continued after her mother hoping that everything would be alright.

* * *

_**Later: 6:30pm: TV**_

"_Good Evening New York this is Michelle Burns bringing you up to the minute news as always, our top story tonight: **The Winged Terror**. That's right ladies and gentlemen there have been reports coming in all over the city since early this morning about a flying man terrorizing people in the city. There have been a total of 8 murders and in most murder there has been an eye witness. Here is a sketch detailing the as of yet unidentified winged man. The police are hard pressed to find the winged man but it seems New York's resident hero/vigilante Spider-man seems to have no trouble finding him as you can see on your screen. Around noon today there was a fight between the two high above Manhattan. We've managed to get this footage off of an eye witness's cell phone._

* * *

**Downtown**

Sticking to the Jumbotron playing the new report was Spider-man. His costume was ripped in several places but other than that he was fine at least physically. His ego was a bit bruised from his humiliating defeat against the Vulture which he had the courtesy to see be replayed for everyone's viewing.

"_The battle was one for the record books' _came Michelle's voice.

"I can't believe I lost to that guy" Spider-man grumbled rubbing his head. He looked at the shaky camera footage and he shook his head. After he had woken up he attempted to search for the Vulture but he quickly realized that it was pointless because the trail had long since gone cold especially since he could fly. Spider-Man shook his head and then jumped off the jumbotron and began to swing through the city.

"He was a tough old guy. He would've definitely bein my first pick for kickball, joking aside though who the hell was he I'm pretty sure that the police should know by now. They probably just didn't want to release the info to the public in fear of him fleeing, I think I might need to make a stop by the precinct" he said to himself changing directions and heading for the police precinct.

* * *

**NYPD Precinct**

Captain Stacy sat at his desk taking care of the mountain of paper before him. He let out a sigh and a few curse words before he heard a slight knocking sound. The Captain turned to the window just as it opened and Spider-man climbed into his office.

"Hi I'm with Spider Window cleaning service and….."

"Cut it kid" Captain Stacy snapped.

"Right" he replied rubbing his head and walking towards his desk "I assume you already know why I'm here"

"The Winged Terror….yeah I saw the report, I'm happy that you're not dead" he said.

"Me too, but the so called winged terror….he actually likes to call himself the Vulture. What do you guys know about him?"

Captain Stacy looked at Spider-man and he let out a sigh. He then stood up from his seat and went towards his door and cracked it slightly.

"WATANABE! Get in here" he stated before heading back to his desk. A few seconds passed before Detective Yuri Watanabe pushed open the door into the office.

"Yes….Cap….tain…"she started just as her eyes fell upon Spider-man and then she instantly knew why she had been called into the Captain's office. She closed the door and looked between the two.

"Hi"

"Hi" Spider-man replied "You know why I'm here right?"

"Yeah my Birdman case" she replied walking towards the desk "Captain"

"It's alright Yuri go ahead even though I could list off a number of reasons as to….."

"Blah Blah Blah" Spider-man interrupted turning to him "Perspective Captain murderer on the loose. Look Detective I got up close and personal with our bird guy and he calls himself the Vulture but that's all I got out of him I was hoping that you had a little more for us to go on. I know you guys held back some stuff from the media"

"You're right Spider-Man we did" she replied releasing a sigh, "We ran his face scan though the database nothing came up but an old library id. All of his records before that has been erased"

"What is his name?"

"Adrian Toomes, born right here in New York City" the Detective replied.

"Did you run the name again?" he asked.

"Yes, we ran it through an international scan and we got a hit. He's a professional Saboteur and Assassin, wanted in several countries mostly around Europe. He's on Interpol's watch list and on an organization named S.H.I.E.L.D"

"S.H.I.E.L.D!" Spider-Man shouted.

"You know them"

"Yeah, they are ones that back The Avengers and they are a secret government task force"

"Why am I not surprised that you know them" Captain Stacy said dryly, "Okay so we know who he is but why is here? And why is he flying around the city murdering people?" the Captain continued.

"Well if he's an Assassin and Saboteur we have our answer as to why he's in New York right there, but I wanna know who are these people he's murdered so far?" asked Spider-Man giving a slight hop and then sticking to the ceiling upside down.

"That's the thing, some of these people have a few things in common while a few others don't. The first few people he murder were two bit criminals, low lives that have been in and out of prison for years" said Detective Watanabe

"And the others?" asked Captain Stacy.

"Well the only thing they have in common is money and they are investors in a few companies"

"What company?"

"I was about to find that out when I had to come in here"

Captain Stacy wordlessly sat up in his chair and started to type onto his computer. His fingers quickly danced across the keyboard.

"What's the case number Watanabe?"

"Case 278" she replied.

He nodded his head and he pulled up the file, while he was doing the research the Detective eyed Spider-man and his ripped costume.

"How does he fly?" she asked.

"I don't know but I have a working theory" he replied, "You see when I was fighting him earlier I managed to get up close to him. Those wings on his arms are attached to a harness and the harness is mechanical in nature but also…"

"What?" she asked.

"Well when we were fighting he managed to hit me with some type of invisible force…or Repulsion"

"Repulsion? What you mean….like….like a magnet"

"I think so, and it could explain his flight capabilities but I can't be sure I need a better look. While I was on the way over here I was thinking about that list of mechanical parts we found on those two teens and it adds up but…."

**PING!**

"I got something" Captain Stacy stated looking up at the two, "I crossed referenced the background of the victims who had money and what they had in common. They were all oversea investors of a company called the Hardy Foundation owned by founder Anastasia Hardy"

The Detective walked around the desk and looked at the screen intently.

"Wait a minute…Hardy Foundation, didn't one of their shipment boats get blown up not too long ago?"

"Well we found our next victim" said Spider-man looking at the both of them.

"You think he's gonna go after this Hardy woman?" asked the Captain.

"If I was an Assassin and Sabetour yes I would. Take out some small fish and wait for the big fish to show up"

"She would have to be in the city already or at least on the way" Detective Watanabe stated "Is their an address for her in the city"

Captain Stacy typed into the computer again before he answered her.

"Yeah. Tribeca"

* * *

**TriBeca, New York- Penthouse **

In one of the most expensive and lavish Penthouse Condos in the area sat the whole area sat Valerie Hardy. She was sitting at the counter in the kitchenette watching the assistants pace back and forth talking a mile a minute on their cell phones. Each of them were talking to people who all wanted to talk to her mother Anastasia Hardy but for the past hour or so her mother had locked herself in the bathroom for some unknown reason. Once they reached the penthouse they went through the usual routine of getting settled in, Valerie didn't know how long they were going to be in New York so she had packed quite a few things. Once unpacking they went and visited the Hardy foundation building in New York to asses the trouble their company was in on this side of the world, needless to say the reports did not make her mother happy. If anything it only stressed her out even more. After visiting the company they made their way back to the Penthouse where she turned on the TV to see a news report about a flying man. Valerie had seen her mother frightened before but upon seeing the sketch of the winged man she looked like she had seen a ghost. Wordlessly she had retreated to the bathroom where she's been ever since.

"Ms. Hardy…Ms. Hardy you have an urgent call…Ms. HARDY!" shouted one of the assistants knocking on the door, but there was no answer.

Valerie sighed to herself and stood up, she went towards the bathroom door and she stood in front of it and faced the assistance.

"Listen up tell everyone that my mother has retired for the night and she won't be taking any calls from anyone"

"But"

"No buts, no more calls from anyone. All of you out….go out and have dinner and a movie and a drink, use the company card, now OUT! OUT!" Valerie said grabbing a few of them by the arms and leading them towards the door. The assistants protested but Valerie would have none of it, she shoved them all to the door and pushed them out quickly closing the door and leaning against it.

"Mom" she called out "Mom you can come out they are gone" she continued moving away from the door. The bathroom door opened and Anastasia walked out, her eyes were red slightly like she had been crying.

"Thank You Val"

"Mom what's wrong with you"

"I…..It's a long story and I….."

**DING-DONG! **

Valerie let out a sigh of frustration and turned back towards the door.

"One of those idiots probably forgot the card" she said walking towards the door and throwing it open, but to her and Anastasia's surprise at the door wasn't their assistants but Detective Watanabe.

"Evening Officer how may I help you?" Valerie asked genuinely shocked to see an officer at the door.

"My name is Detective Yuri Watanabe and I'm here to talk to Anastasia Hardy, I think she might be in danger"

* * *

**In the Air**

The Vulture once again flew high above the New York City skyline, he glanced down at the city that never sleeps and began to descend. There was a scowl of anger written across his face and the source of his anger was directed at a certain wall-crawler, because of Spider-man's interference he not only had to spend hours repairing his harness but he had also missed his chance at Anastasia.

"Damn arachnid" he growled to himself.

**BUZZZZZ BUZZZZZZ** The Vulture quickly reached down towards his belt and unclipped his phone and put it to his ear.

"Do you have an address for me?" he asked. After he had repaired his harness he had called his mysterious employer and told him that Anastasia was in New York but he didn't know where. His employer simply told him to wait for his call and to be ready to do what he was paid to do.

"I do. She's in TriBeca, 2nd story Penthouse over on West Broadway. Can't miss it and Adrian…..do not fail me"

**CLICK! **

The Vulture replaced his phone on his belt and he turned in mid-air heading towards the address.

* * *

**Penthouse **

"Why is my mother in danger?" Valerie asked quickly allowing the Detective inside their home.

"Because she's being targeted by an Assassin who calls himself the Vulture" came a voice behind them.

Anastasia and Valerie turned to see Spider-man crouched on the edge of their stone balcony, they both gasped at the sight of him.

"Hi, I'm Spider-man and I'm here to help you" he said stepping into the penthouse.

"ASSASSIN!" Valerie shouted.

Anastasia grabbed her heart and took a few steps back; she sat down on the edge of the couch.

"Adrian" she whispered in despair but upon her whispering the name Spider-man and Detective Watanabe was taken aback.

"You know this man Ms. Hardy?" Watanabe asked stepping towards her. She looked up at the Detective and then at her daughter.

"Yes. Yes I know him; he used to work for my company….about 20 years ago"

"Why is trying to kill you Mom?" Valerie asked squatting down to look her mother in the eyes. Anastasia reached up and rubbed her daughter's face affectionately.

"Because I broke his heart" she replied

'_SPIDER SENSE!'_ thought Spider-man feeling that familiar feeling, he turned towards the window just as a large metal feather came flying in imbedded itself in the wooden floor, starling everyone. The feather gave several beeps.

"EVERYONE GET DOW….." yelled Spider-man before the feather let out a powerful magnetic pulse that violently blew back everyone and everything. All of the Furniture and appliances went flying in every direction smashing to pieces. Spider-man was blown back and went crashing into a glass cabinet; Detective Watanabe went crashing into the front door while Anastasia and Valerie went flying towards the bathroom door.

* * *

**THUD!** Went the sound of the Vulture's feet hitting the wooden floor of the balcony. He walked into the Penthouse and he looked around at the trashed room, searching for his target. The feather in the floor lifted up and returned to the harness.

"Ugh"

Vulture turned his head to see Spider-Man fighting his way to his fighting his way to his feet.

"YOU! AGAIN!" he yelled in anger.

"Well...I talked to my scout leader…. and he told me that in order to get my crime fighter merit badge….. I had to take you in"

The Vulture responded thrusting his arms forward releasing several razor sharp feathers. Spider-man shook his head and jumped out of the way; he twisted in the air and fired several web balls. Vulture swiped his wings slicing the balls in half but upon his concentration being broken the feathers didn't follow Spider-man they imbedded themselves into the walls. Spider-man stuck to the wall and then quickly sprung off and flew towards his opponent and landed a hard left hook, he then came up with an uppercut. Spider-man then threw a powerful punch to his stomach that knocked him back, the Vulture grunted and then smiled. He quickly reached up and hit a small part of the front of his harness.

A focused electromagnetic repulse beam fired out and hit Spider-Man directly in the chest; the wall-crawler was violently pushed backwards. Detective Watanabe who was trying to get to her feet dove to the ground just as he crash through the thick wooden door and into the hallway.

"Jesus" she whispered looking back.

* * *

Anastasia and Valerie picked themselves up just in time to see Spider-man go flying back.

"Oh My God" they whispered together.

Vulture wiped the blood from his lips and took a step forward; he heard the whisper and turned to see Anastasia and her daughter looking at him in terror. His eyes caught and held Anastasia's and upon seeing her the breath left from his lungs….similar to the first time he ever laid eyes on her.

"Anastasia"

"Adrian"

Anastasia shakily stood to her feet and slowly made her way over to him, he took a few more steps until the two former lovers stood facing each other. Upon seeing each other they both were going through an emotional struggle. For Adrian he was…..conflicted. He was still angry at her he had spent so long being angry at her that he knew it would never fully go away but for a brief second his resolve wavered and he was once again mesmerized by her vibrate eyes, by her scent by her whole aura and he was reminded as to why he fell head over heels for the woman in front of him.

For Anastasia it was a brief moment of relief, she herself was brought back to the moment where she hurt a man that she cared deeply for, after she had spoken the words to him that day in the restaurant she had been haunted by that moment. Everyday for the past 20 years in the back of her mind, in her most private of moments. She had often wonder as to what happened to him he had dropped off of the map, granted she herself didn't do too much to seek him out and now to see him again and how he was now she knew that she had no one to blame but herself.

"MOM!" Valerie shouted.

Adrian's eyes turned away from Anastasia's and landed on Valerie and that brief moment of reprieve from his anger was broken. Hearing the words Mom come from the young woman's lips brought back the memory of her being pregnant and being happy with John. A snarl found its way to Adrian's lips and the sight of it shocked Anastasia,

"RAH!" he yelled grabbing her by the throat, "It's nice that you remember me Anastasia….because I haven't forgotten you"

"MOM!" shouted Valerie

"STAY BACK!"

Valerie turned to see Detective Watanabe slowly walking forward with her glock aimed at the ready.

"PUT HER DOWN NOW!" she said forcefully.

The Vulture eyed her menacingly and as quickly as he could thrust out his free hand several feathers flew forward at her but she managed to get a shot off.

**POW!**

The bullet passed the feathers and chipped a piece of the Vulture's ear which earn a cry of pain. The feather flew towards their target with deadly accuracy. Detective Watanabe gasped in terror.

"GET DOWN!" shouted Spider-man as he tackled her to the ground. The feathers flew into the wall harmlessly.

"Thanks" the Detective said out of breath.

"Don't mention it" he replied lifting his head up and looking at the angry villain.

The Vulture growled and made his feathers retract; he quickly began to back up towards the balcony with Anastasia in tow.

"MOM!" Valerie shouted rushing towards him and grabbing at his hand, but try as she might she couldn't get him to let go.

"GO TO HELL SPIDER-MAN!" he shouted, before a feather flew from his back and into the penthouse.

'SPIDER SENSE!' he thought urgently. Utilizing his strength he effortlessly picked up Detective Watanabe and he head for the door.

The Vulture with Anastasia and Valerie in tow jumped over the edge of the balcony.

**KABOOOOM!**

* * *

Spider-Man pushed some of the debris off of his body and he quickly turned over his companion. The Detective was sporting some cuts but she was otherwise fine.

"You okay" He asked checking her out.

"No. You have to go after him…save the hostages" she replied pushing herself up.

"I will, are you gonna be alright by yourself?"

"I'll manage….just take that clown down. I'll call in for some back up. NOW GO!' she shouted.

Spider-man nodded his head and he ran back into the destroyed Penthouse. He looked through the giant hole to see the Vulture flying away. He wasted no time in running and jumping out of the hole and swinging after him at top speed.

* * *

**In the Air**

"AHHHHHHHH!" screamed Valerie; she was dangling high above the city from her mother's foot.

Vulture flapped his one wing trying his best to stay airborne. It was a challenge to carry a person while flying but it was damn near impossible to fly carrying two people. He glanced at Anastasia who was trying to pry his hands off of her throat but he had her in a death grip and he didn't plan on letting go….at least not yet.

"V-Val….." Anastasia struggled to say.

"PUT US DOWN YOU FREAK!" Valerie shouted at the top of her lungs.

"Sorry my dear but your mother is coming with me you on the other hand are free to go" he said before using foot to kick her hands. Valerie grunted at the blow but she held on for dear life. Anastasia feeling what he was doing double her efforts to pry his hand off of her throat.

"A-A-drian….D-D-on't….she….."

Vulture continued to kick until Valerie's grip slackened and she held on by a few of her fingers, but soon those fingers weren't enough and she lost her grip.

"MOOOOOM!" she screamed falling through the air.

Anastasia started to go completely insane, she reached up and scratched Vulture's face leaving a trail of blood.

"ARGH!" he shouted in pain.

"ADRIAN…..she's…aug..hter…..auh..hter" she gurgled out. Vulture loosened his grip on her throat.

"What did you say?"

"ADRIAN SHE'S OUR DAUGHTER!" Anastasia shouted at him. Vulture's eyes widen in shock upon hearing the words.

"WHAT!"

"SHE'S **YOUR DAUGHTER**! SHE'S OUR **CHILD** AND YOU KILLED HER YOU KILLED HER!"

Vulture let his snarl grow on his face and he stared at her with hate in his eyes.

"YOU BITCH!" he growled before tossing her away and without hesitation the Vulture dove through the air like a madman flying as fast as he could after his daughter. He could see her falling like a ton of bricks through the air; he flapped his wings and doubled his speed.

* * *

Spider-Man was swinging after the trio when he saw Valerie being kicked off.

"OH MY GOD!" he yelled letting go of his web and starting after the falling young woman.

* * *

'_MOVE YOUR ASS ADRIAN!'_ Vulture coached in his mind flapping his wings again. Out of the corner of his eye he saw Spider-man fall into view after his daughter.

"NO! I'LL SAVE HER! I'M HER FATHER I CAN SAVE HER!" he screamed thrust out his left arm letting a few feathers fly forward.

* * *

"Just a bit more" Spider-man said reaching out to the falling girl '_SPIDER SENSE'_ he turned his head in the nick of time to avoid a head strike but a few of the feathers managed to scratch him.

"GAH!" he shouted in pain.

The Vulture passed him and continued towards Valerie. The ground was coming closer and closer. Vulture straightened his body which added to his speed, he opened his arms and he scooped up his daughter right before she hit the ground. They curved upwards and back into the air.

* * *

Spider-Man shot a web and swung after them, but the Vulture was pulling ahead of him. He quickly reached into his belt and pulled out a spider tracer and threw it, the tracer connected to his foot.

"Just in case I loose him again" he said. Spider-man continued to follow but his spider sense alerted him to danger. He turned to the right to see Anastasia falling through the air.

"NO!" he shouted shooting a web and swinging towards the falling woman, '_Come on Spidey...reach her….REACH HER!' _

He raised his hand and he fired another web.

Anastasia closed her eyes and braced herself for impact.

"OOOMPH!" she grunted feeling her descent come to screeching halt. She opened her eyes to find herself in a net made of webbing.

"Are you alright" he asked landing next to her.

"Yes, I'm fine but you have to get my daughter back please"

"I'm on it….don't worry…..come on I'll let you down" he said holding out his hand.

* * *

**Not Too Far Away**

"PUT ME DOWN! HELP! HELP! WHERE IS MY MOTHER FREAKSHOW!"

The Vulture didn't say anything, he flew them safely to a roof top and he gently set Valerie down. The Young woman instantly moved away from him and turned to face him, but his face didn't hold a snarl anymore it held a soft and very familiar look but she couldn't place it.

"What do you want from us?"

He didn't answer her but he slowly walked forward and he lifted his hand. Valerie quickly backed up but she ran out of room and her back hit a brick wall.

"DON"T TOUCH ME!" she shouted turning her head. Vulture grasped her face and turned her eyes back to his, he studied her for a moment before a small smile graced his lips. He grasped her by the shoulders and pulled her into his chest.

"OH MY GOD IT'S TRUE! IT'S TRUE!" he said in absolute joy.

Valerie stood there in his embrace for a long minute confused about what was going on, one minute he was trying to kill her the next he's hugging her. Gathering her wits she tried to fight her way out of his grip but it was to no avail he had her tightly.

"I don't want anything from you…except maybe to get to know you" he said in her ear, which confused her even more.

"Why would want to do that you psycho….if you're looking for a date I can tell you right now the answer is no"

The Vulture laughed before breaking the hug, he stared her in her eyes and he smiled even more.

"I want to get to know you because…I am your Father"

Valerie recoiled in shock at the sudden revelation but she didn't get a chance to dwell on it because a voice interrupted them.

"Toomes….Darth Vader called he wants his line back"

The Vulture looked up to see Spider-Man sticking the brick wall.

"GET AWAY FROM US!" he shouted

"Not a chance" the wall crawler replied lashing out with a punch. He then dropped down in front of Valerie and quickly sprung forward and tackled the Vulture sending the both of them off the roof.

* * *

Spider-Man reigned blow after blow upon Vulture's face but just as before The Vulture was far tougher than he looked. He raised his hand and blocked the last blow and he responded with a punch of his own. The two were still falling towards the ground but neither was willing to cease their attack. The Vulture with both hands grabbed Spider-man by the throat and began to choke him with all of his might.

'_Stronger….than…..he looks too'_ the hero thought to himself struggling to breathe. He raised his hand and hit the insides of his opponent's elbows causing the arms to buckle inward the pressure to loosen. He head butted and then jammed his fingers into Vulture's eyes stunning him.

"AHHHH!" he shouted letting go.

Spider-man took this time deliver one last blow before springing off of his chest.

The Vulture cleared his vision and then rolled in the air; he flapped his wings and took the sky again all they while searching for Spider-man, but he didn't have to search long before two feet slammed into his chest.

The Vulture was sent backwards into a brick wall but he wasn't out of the fight yet. One of his feathers shot out and at Spider-man whose spider sense was going crazy. He flipped over the object but it was then that it exploded.

**BOOOOM!**

* * *

**Parker Household**

**KNOCK! KNOCK!**

May Parker walked towards her front door and slowly opened the door to see Mary Jane Watson standing at the door.

"Mary Jane? How are you young lady?" she asked with a smile.

"I'm fin Mrs. Parker is Peter here I really have to talk to him" she said quickly

"Uh No he's not he's been out all day but you're welcomed to wait for him" she replied opening the door.

"Thank You"

Mary Jane made her way inside the house.

'_Screw it, I'm gonna yell at him'_ she thought to herself sitting down on the couch and folding her arms.

"Would you like something to drink Mary Jane I was just about to sit down and watch some TV"

"Uh I'll take a glass of water" she said. May nodded her head and went into the kitchen leaving Mary Jane by herself. All day she had been wrestling with what to do and at first she decided to play it cool but as the day rolled on her anger started to get the best of her and she just had to know why…..why was he Spider-man, why did he keep them all in the dark for so long about something like this and she planned on addressing all of these subjects in a loud manner.

May returns with a glass of water and hands it to Mary Jane.

"Thank You"

"No Problem dear" she replies grabbing the remote and sitting down on the couch. She turns on the TV and flips through a few channels before settling on the evening news.

"So Mary Jane what is it that you wanted to talk to Peter about?" she asked.

Mary Jane drinks her water but her eyes glance at the TV and she immediately spits out her water.

"MARY JANE!"

"I'm sorry Mrs. Parker…..look" she said pointing to the TV. They both saw images of Spider-Man and a winged man fighting each other. Mary Jane quickly grabbed the remote and turned up the volume.

* * *

_**TV**_

"_Those of you just now joining us I'm Jerry Chandler in the helicopter bringing you live footage of the fight taking place in the TriBeca area. It looks like it's round two against Spider-man and as of yet unidentified flying man. As you can see here the two are definitely not pulling any punches. _

* * *

**In the Air**

Spider-Man went flying into a billboard denting it with his back, he was about to fall but he reached out and gripped the billboard with his hand. The explosion knocked him for a loop and everything was ringing but his spider sense cleared his mind real quick. Acting on instinct he let go just as three sharp feathers barreled through the sign and out the other side. He shot a web but a flash of green and the web was cut, he shot another web but again the Vulture was there to cut the web with his sharp wings.

'_Jesus…..he's got the sky covered I can't maneuvered fast enough'_ he thought to himself, firing a short web and pulling himself to the side of an apartment building, 'So the million dollar question is how do I beat him'

The Vulture flew towards the building and he hit the side of his harness again unleashing another focused pulse beam. Spider-man hopped away just as the beam hit and blew a hole in the wall.

Spider-man fell downward and he shot a web and began to swing low through the city. The Vulture growled and then flapped his wings and began to follow.

The Vulture eyed his prey with a hard stare; he flapped his wings and flew faster after the web-swinging wonder.

Spider-man looked over his shoulder and saw that he Vulture was gaining on him and he had no way to out maneuvered him.

'_What do I do….What do I do'_ he thought urgently trying to think of a way to defeat his foe. The more he thought about it the more he was brought back to their first encounter earlier that day and how he damaged the harness.

'_IDIOT!'_ he shouted in his mind '_I have to get close enough to take out his harness…easier said than done' _

"RAH!" shouted the Vulture making more feathers fly at him. Spider-man dodged each of the razor sharp feathers in mid-air and he shot another web and continued his attempt to out run his flying foe, but there he was gaining on him and gaining on him quickly.

"I gotta get behind him somehow…..and I think I know how" he said with a small smile.

* * *

The Vulture flapped his wings and gained an extra boost of speed, he grinded his teeth in anticipation as Spider-man was almost within reach. He reared his arms back getting ready slice his arms off but to his surprise Spider-man let go his web and turned in mid-air he fired a glob of webbing in his face. He then twisted over the instinctual strike the Vulture threw at him and then landed on his back.

'_HA! Agility 1 and Wings 0'_

They started to twist through the air but thanks to his clinging abilities he stayed attached. Now that he was on the Vulture's back he could feel the electronics moving and shifting within the harness. He glanced down and he saw patch of plastic covering the smashed part that he had caused earlier. He reared his hand back and punched a hole through the plastic. He quickly reached into his utility belt and removed a web capsule and jammed it into the hole.

"AHH!" shouted Vulture ripping the webbing off of his face, "GET OFF OF ME!" he shouted righting himself, he reached up and hit the side of his harness again.

"As you wish old timer…happy landings"

The feathers on Vultures harness spiked upwards but then a huge electric spark sounded followed by thick webbing bursting out the back of the harness.

"NO!" he yelled feeling the gears in his life's work began to short circuit, the razor sharp feathers that were attached to the harness began to fall off one by one until there was nothing under his arms.

**POP!** Went a sound, the Vulture felt himself stall in the air and then start to descend.

"AHHHHHH!" he screamed at the top of his lungs. He flapped and flapped but no matter how hard he flapped he couldn't stay airborne. The ground was coming closer and closer and closer until his descent was suddenly stopped and he was inches from the ground.

Vulture gasped and sucked in as much air as he could trying to calm his rapidly beating heart. He tried to move his feet but they were webbed up tightly.

An upside-down Spider-man lowered himself down until he was eye to eye with his enemy.

"You see that wasn't so hard now was it, thanks to you I'll be Cub Scout Leader" he quipped.

"I swear to God Spider-man, I'm gonna kill you" he growled back trying to take a swing at him, but Spider-man leaned back out of harm's way.

"Careful Toomes, keeping talking like that and I won't put in a good word for you with the AARP People"

**WHOOOOOO! WHOOOOO! WHOOO!. **

The two turned their heads to see the police arrive on the scene. Stepping out of one of the cars was Detective Yuri Watanabe, she and a slew of other officers made their way over to the webbed up Vulture. They all pulled out their weapons and aimed it at him.

"Adrian Toomes, you are under arrest"

* * *

**Later that Night: Police Precinct**

Anastasia Hardy turned to the right to see her daughter Valerie Hardy walk through the door. The mother and daughter ran towards each other and embraced each other tightly, but the embrace didn't last long. Valerie pushed her mother away and looked at her with a serious look in her eyes.

"Va…."

"Is it true Mother?" she asked her eyes narrowing slightly. Anastasia tilted her head back and her eyes softened at the sight of her angry daughter, "Is it true…..is he my father?"

Anastasia lowered her head for a brief second and then raised it to meet her daughter's eyes.

"Yes, its true…. he is your father"

* * *

**Across Town: Forest Hills Queens**

Spider-Man landed on the roof of his house and he let out a sigh.

"What a night" he whispered to himself, he crawled towards the attic but it was then that his spider-sense gave him a nudge.

"What now" he said looking around, but he didn't' see anything. His spider sense kept buzzing and he crawled downwards even more and that's when he heard voices coming from inside of his house. He crawled towards the front window and he peered inside to see Mary Jane and his Aunt sitting on the couch.

'_Crap' _

* * *

**Parker Household**

Mary Jane sat wide eyed and on the edge of her seat. Her heart was pumping a mile a minute and she could feel a little bit of her adrenaline pumping, but it was starting to subside. The reason all of this was happening to her is because she had just watched the heated battle between Spider-man and the Vulture again. The news had replayed the battle again and every time she sat it her heat raced and that was because one her best friends was fighting for his life. Numerous times May asked her if she was alright and she had to put a smile on her face and shake her head, but in truth she wasn't, she was frightened beyond belief.

**CREAK!**

May and MJ turned to the front door to see Peter enter the house.

"PE…"started May before Mary Jane jumped up and ran to him and hugged him with all of her might. The sudden action confused both May and Peter.

"MJ are you…" he started.

"Shut up you stupid idiot" she replied hugging him even tighter but her words confused him even more. She broke the hug and looked at him the words were on the tip of her tongue but she couldn't bring herself to say what she wanted to say. She glanced behind her to see May standing there looking confused as well. Mary Jane took a deep breath and she hugged him again.

"Just remember that I'll always be here for you…..if you ever want to talk about anything….and I do mean anything" she whispered to him.

Peter for some strange reason felt a sense of relief wash over him and he found his arms wrapping around her hugging her back. Mary Jane broke the hug again and smiled at him.

"Goodbye Mrs. Parker" she said quickly before passing him, she opened the door and then left.

"What on Earth was that about?" asked Aunt May walking towards the door and locking it.

"Tell you the truth Aunt May…..I really don't know" he replied turning to face her.

"Where have you been all day?"

Peter rubbed the back of his neck and he smiled at her.

* * *

**Outside **

Sitting in a car parked across the street from the Parker household was none other than Ben Urich. He had been staking out the Parker house for hours and finally his waiting had paid off. He tossed the binoculars in his hands into the passenger's seat and he blew out a puff of smoke. He let out a chuckle and shook his head. Reaching into his pocket he retrieved his cell phone and dialed a few numbers that he knew by heart.

**CLICK! **

"Hello" came the voice of Matt Murdock.

"Did I call at a bad time?"

"No, actually I just got in Foggy and I had a case that ran a little long. What do you need Ben?"

"You and I need to have another little talk about your protégé" Ben replied while starting up his car and driving down the street.

* * *

**End Chapter: Read and Review:  Hey my loyal readers it's me Nomad88 back with the closing comments, and I guess the first thing I should say is that yes I'm Alive. I haven't disappeared or abandoned any story and yes I know this update is like 3 weeks behind. My only excuse is that I have been bogged down by a few things first and foremost it's the Flu I usually get it around this time of the year and when it comes it hits me like a brick wall. So I've been running on E in just about everything since the last few days in March. Another reason why I'm so late is because a few other personal stuff has come up and I'm pretty sure you all know how that can slow you down as well. Anyway though I hope everyone enjoyed the update and the revamped and uber deadly Vulture. I combined and added a few new features to his power set and I hope you all enjoyed it. I hope the chapter lived up to everyone expectations concerning not only the villain but other plot points that I left dangling about a chapter or two ago. I know it's been at the forefront of everyone's mind and I hope I answered a few questions while at the same time sparked some new ones. If anyone has any questions about anything in the chapter just leave it in the REVIEW or just send me a PM and I'll get back to you as quickly as possible. So again, REVIEW haha and then meet me back her next time for the next installment. This is Nomad88 saying Later….**

**Ps: I know Secret Warrior Spider-Man was due out but like I said I've been running on E, Secret Warrior is kinda scripted but not to the degree of TSA, so I figured I'd go ahead and get TSA out just on the principle that all of the words and actions were already detailed. Often times in Secret Warrior I'm having to go back and change a few words and stuff around and it's kinda hard to think when you're sick with the Flu. Anyway I'm rambling, Secret Warrior will be up soon I promise so just be patient with me my loyal readers and hopefully you won't be disappointed. From there you guys know its back to Batman Beyond and then TSA: The Amazing Spider-Man Vol 2. This is me saying Later…..**

**Next: Electro is…Guaranteed to JACK YOU UP!**


	53. Electro is Guaranteed to JACK YOU UP!

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS, I repeat I DO NOT OWN CHARACTERS. In fact ALL CREDIT goes directly to the owners who happen to be STAN LEE, MARVEL, and of course DISNEY! They are the owners they have the rights to these characters. I AM NOT making any money off of this story NO MONEY is being handed to me or being exchanged that I can assure you so PLEASE find it in your heart to NOT SUE ME! DO NOT SUE ME! I have no money, now that we've gotten that over with on with the story. **

**Hey there loyal readers it's me Nomad88 back again with another chapter. I'm glad that everyone has been enjoying the ride so far and I can tell you that the ride isn't over just yet; we still have a ways to go. So I just wanna thank everyone who has read and reviewed since the beginning and I wanna thank all of the new comers who are jumping on the ride as well. THANK YOU TO EVERYONE! The Last chapter saw the official introduction to the Vulture and everyone seemed to like the ideas that I was bringing to the table so I hope you all enjoy this chapter as well, because I have another introduction for you all, another one of Spidey's classic villains and that is Electro, so before I stop talking I just wanna said READ, REVIEW(A writer's fuel) and of course ENJOY!**

* * *

**Chapter 46: Electro is….Guaranteed to JACK YOU UP!**

**Los Angeles 1 week ago- Spanky's Nightclub- 11:35pm**

A black limo pulled up in front of the lavish nightclub. The doors opened and out stepped several very attractive women in flashy clothing and sparkling jewelry, the women were then followed by men who were obviously gangsters thanks to the guns strapped to their sides and finally from the limo out stepped their leader: Carlos _'Spanky'_ Edwards. Spanky was a short portly fellow and he was slowly losing his hair, he wasn't what some would call attractive but in the scheme of things it didn't really matter mostly because what Spanky lacked in looks he definitely made up for in Power. Spanky was one of the top three Drug Lords that ruled the west coast area, his reach was known to extend all the way up into the mayor's office and even into the senator's seat. His empire was filled with more money than he could spend, more muscle than he could ask for and more women than he knew what to do with, all in all life was good for Spanky.

The short crime lord laughed heartily as he looked at the long line that stretched around the corner, everyone wanted to get into his club because it had the best liquor and the best girls.

"Come on Girls shall we" he said holding out his arm, two of the women he arrived with latched onto either side of his arm and he with his bodyguards in front of him started for the entrance of the club.

* * *

**Inside the Club**

Flashing lights, music bumping loudly and cheers of enjoyment filled Spanky's ears as he and his entourage entered the doors. He looked around his large lavish club with a sense of pride and along with that pride he felt a sense of happiness mostly because he growing up never had anything and it was long ago that he decided that he would have everything and to see that dream realized was the best feeling in the world. He eyes danced across the men surrounding the stage throwing all of their money at the barely dressed and extremely attractive women dancing on the stage. The more the women took off and danced around the pole the more money the men threw at them. From there his eyes looked toward the bar that was packed with people ordering drinks and then his eyes went to the tables where people were gambling. Spanky grinned to himself as he smacked a waitress on the ass as she passed him.

'It's good to be me' he thought to himself as he continued to make his way through the club and towards the back.

They all reached a metal door which had two men on either side plus an electronic pad. One of the men entered a code and then stepped to the side; one of the bodyguards opened the door and ventured inside.

"Evening Mr. Edwards" said one of the guards at the door.

"Evening Gentlemen" he replied entering the back room.

* * *

**Backroom**

The Business Room is what Spanky had dubbed the backroom of his club and the reason being is because this where most of his business meetings took place. It was the place where he would meet powerful figures such as: Mob Bosses or Political Figures. He would meet them here where they would talk, laugh and play a round of high stakes poker.

Spanky entered the room and saw that his Poker table was filled with some business people he was supposed to be meeting with tonight discussing the usual….money, territory and protection. He unhooked himself from the women and he took his regular seat at the table. His men flanked him and his women stood on either side of him.

"Gentlemen I hope you weren't waiting too long" he said looking at them but as his eyes went around the table his eyes landed on a man sitting directly in front of him, he was the only one that wasn't dressed in an Armani suit or any name brand clothing. The man was sitting down but if Spanky had to guess he was about 6'0 with medium length reddish brown hair, blue eyes, and a light skin complexion which man him appear to be in his late twenties early thirties. The man was wearing a brown trenchcoat that was opened and he could see some type of green costume with what looked like yellow lightening bolts going down the sides. The mysterious man grinned at Spanky and leaned forward.

"Why don't you take a picture…it'll last longer" he said flippantly.

"Who are you? This is a private game only reserved for those with….better taste in clothing"

His comment earned him a laugh from everyone in the room. The man laughed himself and leaned back.

"Well since you asked so nicely….my name is Max Dillon" he replied crossing his legs and staring at the man in front of him.

"Never heard of you" Spanky said grabbing the playing cards and beginning to shuffle the deck.

"How about….**Electro**"

Spanky's eyes widen at the name and the cards in his hands went flying in every direction. All of the gangsters in the room suddenly went on edge as they heard the name the man just stated and all Max could do was chuckle.

"I see you've heard of that name" Max said.

"Who hasn't" Spanky replied swallowing hard, "Electro….the freak lap dog for Don Fortunato" he growled back, "What does that prick want"

While Spanky was a big time gangster in the west coast bracket the biggest was with out a doubt the Fortunato Family, headed by Vincente Paolo Fortunato aka Don Fortunato. Their reach was wide….wider than Spanky's that's for sure and in the past 2 and half years it's only grown thanks to the appearance of an enforcer by the name of Electro. Spanky himself had never seen Electro but he had heard rumors of what he could do and he's talked to a few who have survived his attacks. He glared at the man in front of him balling up his fist in anger.

"Spanky you naughty boy you've been stealing" Electro stated in an amused voice.

"WHAT!" Spanky roared standing up. Electro raised his yellow gloved hand and pointed a finger, from the outstretched finger out fired a single bolt of electricity that knocked Spanky back down in his seat and sent his chair skidding back a few feet.

"SIT DOWN!" Electro snapped. Everyone jumped at the act and Spanky's men drew their weapons but Electro paid them no mind, "There's no use trying to deny it Don Fortunato knows you've been skimming off the top from him"

"Where did he get that from I'm many things but I ain't a thief" Spanky growled.

"Please…The last shipment of weapons that were delivered were very light Spanky about oh I don't know 5 crates. Each holding cop killers which would be about 5 million on the street and not only that the people the crates were going to weren't very happy when they didn't get what they paid for so not only are you a thief but you made Don Fortunato look like an idiot"

"NO I DIDN'T! All the crates were accounted for I give you my word"

"Sorry Spank…your word isn't good enough….you're rotting corpse however is payment enough" said Electro rising to his feet.

Spanky's men all took out their weapons and aimed them at Electro who lazily eyed them.

"Look here fellas I'm only after your boss so you have two options. Option A: I kill him and leave you guys alive or Option B: I kill everyone…make a choice"

The gangsters looked at each other and then at Spanky who was beginning to sweat profusely, they slowly swallowed and then started to lower their weapons.

"Option A it is"

"WHA! YOU DISLOYAL INGRATES! AFTER ALL I'VE DONE FOR YOU! YOU MOTHERF…" he started, but he was interrupted by Electro's hand sparking wildly with electricity.

"Sucks to be you" he said before unleashing the lightening upon his target.

"NOOOO! AHHHHHH!"

* * *

**CREAK!** Went the sound of the metal door opening. Electro stepped out and straightened his trench coat. He smirked to himself and then proceeded to make his way through the club leaving a room full horrified people staring at a smoking charred body burned beyond recognition.

* * *

**Outside the Nightclub**

Electro stepped out of the club and into the back alley entrance. He kicked a glass bottle away from him and he swiftly turned to the right making his way out of the alley.

**RING! RING!** He reached into his trench coat pocket and retrieved his phone and answered the call.

"What"

"Is it done?" came the voice of Don Fortunato

"Yeah it's done"

"Good, you're money is in your account"

"Where are you?"

"I'm on a plane to New York"

"NEW YORK!" Electro said in surprise, "Why"

"Well since you've taken care of Spanky I now have a permanent stake in the west coast, but my legacy is only realized on one side of the world. I'm off to make my legacy elsewhere"

"So you wanna go to New York. HA! Don that is a big mistake" Electro responded.

"And why is that Maxwell"

"Because of the Kingpin" Electro replied.

"He's in Jail Maxwell and has been for quite some time. His empire is ripe for the taking and I'm gonna take it….correction the Fortunato Legacy will take it"

"If you say so but I can tell you that it won't work as easily as you're making it sound"

"Yes it will because I have a secret weapon…..I have you"

"HAHA! That you do old man…that you do"

"Here's what I want, I want you to help my son Giacomo acclimate himself to his new kingdom which shouldn't take him too long, he's flying in from Sicily so he should be there either late tonight or early tomorrow and then in a week's time I want you here in New York"

"Fine" Electro replied rolling his eyes.

"You should be happy Maxwell….aren't you from New York"

"I am but there's a reason why I left and there's a reason why I haven't gone back"

"You're a different man than you were when you left. When you left you but a boy and now you're a man…a very powerful man. So be happy" said Don Fortunato before hanging up.

"Whatever" Electro said closing his phone. He pocketed it and continued walking down the street and into the night.

* * *

**Across the Street**

Perched on the edge of a building in the cover of night was a man. The man was dressed in black S.W.A.T. gear, he was armed to the teeth with knives and guns, but the strangest thing about him was that on his chest was a painted menacing white skull. The man a pair of binoculars in his hands and they were trained on Electro, specifically his lips, he was reading Electro's lips and he continued to do so until he saw Electro pocket his phone and make his way out of sight only when he was out of sight the man lowered the binoculars.

"Electro" he growled lowly in his throat, he rubbed a scar on his face for a second before he turned around "So Don Fortunato is in New York and Electro is heading that way as well. Good….I can punish two birds with one stone" he said to himself. The man reached the other side of the roof he was on and he jumped off. He landed on the hood of a van and he quickly got into the van and started up the engine and stepped on the gas.

* * *

**1 Week Later: Staten Island **

Sitting comfortably in a study within a beautiful three story house in a suburban area of Staten Island were two men. The first man was none other than Don Vincente Fortunato. He was bald and stood at 5'11; he had one good eye that was blue and the other eye, his right eye was covered with a white eye patch. Don Fortunato was an older man around 55 and he looked every bit of his age, he was wearing a crisp blue pinstriped suit and black shoes. Across from Don Fortunato was his youngest son Angelo Fortunato.

Angelo Fortunato looked every bit like his father did when he was 28 years old. He was the same height around 5'11, but since Angelo was younger he had wavy medium length black hair, a light complexion with a clean shaven face and deep blue eyes. The father and son sat in front of each staring into the other's eyes. A few minutes ago Angelo was called into his Father's study, he didn't want to go mostly because he was frustrated with his father and it was because Angelo had been under the impression that he was going to give him control over the west but instead he gave it to his older brother Giacomo Fortunato. The same brother who hasn't been in America for 5 years which in that time span it was Angelo who was helping his father keep his hold on his empire and it was he that obeyed his every order and his reward was not only being dragged across the country but a big pile of nothing. So needless to say Angelo was not a very happy person.

"I assume there was a reason as to why you called me in here father" Angelo stated crossing his legs and lazily leaning on one side of his chair.

"I did Angelo. I know that you are…..upset with me and my decision to make your brother head of our family on the west but…." Don Fortunato started.

"Nooooo father really….me upset, please what would I be upset about. Oh I know how about the fact that you pulled the rug from under me. I paid my dues by following all of your orders and how do you reward me you give what I earned…no what **I'm** entitled to to Giacomo who has been doing nothing but sitting on his fat ass in Sicily…pfft this just furthers my suspicious that he's your favorite son" Angelo snapped. All the while he was talking Don Fortunato didn't say anything he only looked at his son with a hard stare. He waited for his son's tantrum to subside before he linked his hands together and began to speak.

"Are you done Angelo? Good. First thing: Don't ever interrupt me again. I don't tolerate being interrupted by anyone least of all my own flesh and blood and secondly you are a spoiled brat you know that"

"Wha…."

"SHUT UP! You are selfish…vain….and you've been doing nothing but throwing money away at those whore houses, casinos and jewelry shops, meanwhile back in Sicily your brother has been fighting a war from an unknown enemy and thanks to your brother our hold in the old country is still strong. So you see Angelo he has been doing more than as you put sitting on his fat ass. He has made me proud and he deserves a reward, you however are oblivious to such things because you have never in a day in your life gotten your hands dirty nor have you known what it means to truly accept this life that you are in so therefore you deserve nothing. Yes you've followed my orders but that's all you've done….you've followed, you're pushing 30 and you've never once have I seen you take initiative on anything. Angelo…there is no greater joy in this world than a father seeing his son become his own man. Becoming a leader….a man who makes clear and decisive decision and doesn't give a damn what anyone else things because he knows its right. You Angelo are no man….you act like a boy and you expect me to reward you…no…HELL no. Your brother has proved himself countless times and now it's time that you do the same. Its time for you to prove your worth to me Angelo….time to prove you are a Fortunato"

"And how do you propose I do that father" Angelo replied, as his father was naming off his faults a snarl had formed on his face.

"Why do you think we're in New York Angelo….you want an empire well you're gonna carve one for yourself. Just like I had to do and Just like your brother had to"

"New York" Angelo repeated with raised eyebrows.

"That's right. I'm giving you control of the men and I'm giving you Electro who should be here soon"

"New York….isn't this Kingpin's territory?" asked Angelo, which only earned a frown from his father.

"Are you afraid of the Kingpin son" he asked

"NO!"

"Good, because who gives a rat's ass if it is the Kingpin's territory…..it's gonna be yours soon…..right."

Angelo's sullen mood lifted and a smile formed along his mouth, his father was giving him a chance to prove his worth and he intended on doing more than that, he intended to prove to his father that he was better than his brother Giacomo.

"Right"

Don Fortunato nodded his head and then rose from his seat.

"You have a huge undertaking before you Angelo and if I were you I would begin to formulate a plan"

Angelo didn't respond to his Father but he did shaking his head signifying that he understood what his father was saying to him. He rose from his seat and proceeded to make his way out of this father's office.

* * *

**Present: Fisk Towers: 8:15 pm **

Vanessa Fisk sat in her seat with a contemplative look on her beautiful face. In front of her was one of her assistants whose job was to catch her up on all of her actually legitimate business deals. Although while the assistant was talking a mile a minute about Fisk Corp Vanessa was in no way paying attention to her. She was in her own world thinking about her other _'business'_ being the Kingpin. There was something going on, she could feel it with every fiber of her being. About a week ago a man by the name of Adrian Toomes or as he called himself the Vulture was flying around the city murdering people. Normally something like this wouldn't concern her but the Vulture murdered a few key people within her organization, granted they weren't of that much importance but they still held their value. One of his victims Edgar Gannes….a leg breaker for her out in Brooklyn was supposed to complete a certain objective for her but alas he was killed, so she had to send Bullseye out to complete it for her. All week she had been trying to think as to who would be bold enough and try to get her attention because that's what all those murders where about…. getting her attention. She thought maybe it was Silver Sable trying to get revenge on her again but if it was her she would've made a move by now….Sable wasn't the patient type. She then thought maybe it was the Maggia or one of the other mob families trying to buck from under her control but she quickly dismissed the notion because they weren't in touch with how the Fisk Empire worked. They didn't know enough to murder those specific people. She released a sigh and leaned back further in her chair.

'_God Dammit it could be anyone behind Vulture's attack….maybe it's someone new or maybe one of those costume morons…..one of the many things I'll have to look into. Being Kingpin is harder that it looks'_ she thought to herself.

"Mrs. Fisk"

"…"

"Mrs. Fisk"

"Hmmm" Vanessa responded shaking her head "I'm sorry Melissa what did you say"

"I said that was everything"

"Repeat the last three things" Vanessa replied.

Melissa lifted up her notepad and began to read.

"First there is a shipping problem going on off the coast of South America our containers are being attacked by someone unknown, we've notified the authorities but…"

"I'll take care of it don't worry" said Vanessa "Next"

"Well….it's your birthday"

"It is" Vanessa responded with wide eyes, she looked around her desk until she spotted her calendar and checked the date. Sure enough it was her birthday "Huh….how about that"

"Congratulations Mrs. Fisk on turning….."

"25….again" She interrupted with a smirk "What's the last thing"

"Oh, our financial people and investors say that the company is in great standing and it's because they feel that way they would like to stage a take over"

"A take over…..of what company" she asked.

"The Hardy Foundation. Our inside sources say that Anastasia Hardy is here in the city trying to save her company"

"Interesting…..A hostile take over of the Hardy Foundation. This is what I want; I want everything about the Hardy Foundations financial woes on my desk immediately. Tell the investors I agree but if we do this we need to do it smart…leave no room for her to negotiate or wiggle her way out…do you hear me"

"Yes Ma'am" Melissa replied standing up out of her chair. She turned and quickly made her way out of the office leaving Vanessa alone with her thoughts.

She took a huge breath and then stood up from her seat, she turned and walked towards the large window that over looked the city.

'_It is hard being Kingpin but dammit it does have its perks'_ she thought '_You know what you need Vanessa…you need a break. Someone is always out to get you but you know what let them try it'll be that much sweeter when you crush them beneath your heel, so don't even think about it, instead think about how today is your birthday. You should be out enjoying yourself and living the life of luxury…and I think that's exactly what I'm going to do'_

Vanessa put a smile on her face and she turned away from the window. She grabbed her jacket that was on the back of her chair and she started for the exit.

"Time for me to have some fun"

* * *

**Staten Island- Main Room: 8:20pm**

Angelo Fortunato paced back and forth within the big living room of his Father's expensive three story house. He was impatiently waiting for his father's number one henchman Electro to arrive. He was supposed to have been there by last week but he decided to stay in L.A. for another week. Angelo was furious and he went and told his father but his father simply laughed at him and told him keeping subordinates in line was part of the job.

Angelo checked his watch for what felt like the 10th time, he got a call from the electrical powered man saying that he was in New York and he would be there shortly but that was three hours ago. He paced back and forth back and forth until he heard the unmistakable sound of the front door opening. He turned to the left to see his father's men walk into the living room and following behind them was none other than Electro who had the biggest smile on his face. Angelo gritted his teeth and stormed up to him.

"WHERE THE HELL HAVE YOU BEEN YOU ASSHOLE!" he shouted at him "YOU WERE SUPPOSED TO BE HERE A WEEK AGO!"

"Angelo….get the hell out of my face" said Electro lazily pushing past him "Hey where is the boss"

"You're looking at him" Angelo replied turning to him.

Electro glanced at him with raised eyebrows before a voice interrupted the both of them.

"He's right Maxwell" said Don Fortunato descending the stairs and walking towards him "Angelo is taking point on this….endeavor"

"So when you said Legacy…you literally meant your legacy"

"I did"

"Don Fortunato I respect you so don't take this the wrong way….but you are insane. This isn't the west….if you let Jr. run things….."

"Maxwell…..relax, as long as you are here I have the utmost confidence that whatever plan my son comes up with will succeed" he replied with a smirk before patting him on the shoulder, "Angelo….do make me proud" he said before turning and making his way up the stairs leaving Angelo and Electro standing in the living room. The two released a sigh and turned to each other.

"Well. I guess you are the boss" he replied

"Told you"

"So boss…..what's the first move?"

"Shock and Awe" he said with a smirk. Electro raised his eyebrows at the pun and then tilted his head to the side.

"Tell me more"

"Since you're a week late I had to do something in the mean time to occupy my time. My father wants me to forge the Fortunato Legacy here in New York and I think I've come up with a game plan to take over the Kingpin's empire"

Electro shook his head and was about to speak but Angelo beat him to the punch.

"Not by force. I've done my research, the Kingpin's grip is tight on this city but it's not as tight as she believes it to be"

"She?" Electro questioned.

"Yeah…she…the Kingpin"

"Don't you mean he….as in Wilson Fisk" said Electro.

"No….as you know Wilson Fisk is in Jail but his wife Vanessa Fisk is control of everything so she's the new Kingpin. I had the boys go out and find out as much as they could about her and so far she runs a tight ship but….word around town is she starting to lose her sway"

"Why?" he asked.

"It doesn't matter why Dillon all that matters is that her subordinates mainly the other crime bosses are starting to lose faith in her and that's where we come in. The way I see it…you don't beat someone like the Kingpin with force but you beat them with embarrassment"

"And how do you propose we embarrass her?"

"Luckily you showed up when you did because I had my father's men set up a secret meeting with the other mob leaders. It seems the name Fortunato holds some weight on this coast"

Electro listened to what Angelo was saying and he had to admit to himself that his game plan actually sounded like a good idea. Talk to the people in-line with the Kingpin and find out how they can dethrone her but while it sounded good on the surface Electro was still skeptical because even though Wilson Fisk wasn't around he had no doubt that he was still controlling things from wherever he was hiding. Electro knew first hand how devious the man could be, it was one of the reasons why he left New York all those years ago but then his mind drifted to the conversation he had with Don Fortunato 2 weeks ago….he was a different man…..a different person completely. When he left he was only Max Dillon a scrawny know it all kid who got chased out of town but now, he was something more….. he was Electro.

"Alright Angelo I'll give it to you…that sounds like a good idea"

"I know and I hope you're ready to prove your worth…now lets go…we don't wanna be late for our first meeting" he said passing Electro and heading for the door. Don Fortunato's men followed along with him leaving Electro alone by himself, but it wasn't long before he heaved a sigh and started for the door as well.

* * *

**Queens- 11:45pm**

A limo pulled up to an abandoned baseball field, but it was the last vehicle to arrive. Within the small baseball field were three cars already sitting in wait. The limo doors opened and out stepped Don Fortunato's men followed by Electro and then finally Angelo Fortunato.

The other people in the vehicles followed suit and started to exit their cars, the first was Don Maggia and his men, next were Don Cornelius Chompoti and his men and the last ones to exit their vehicles were Don Federico Buotoni and his men. These individuals were known collectively as the three families of New York, the backbone of organized crime that ran throughout the 5 boroughs. There were other gangs and smaller families and factions but none as large or as formidable as these three. They answered to no one except the Kingpin.

The three Don's eyed each other and carefully walked towards the front of their cars where Angelo was already standing in wait.

"Gentlemen I'm glad you could make….."

"Who the hell are you?" asked Don Chompoti "I was under the impression I was meeting with Vincente"

"I am Angelo Fortunato, Vincente Fortunato is my Father"

"You mean I came all of this way to talk to a child" said Don Maggia in a slight angry tone "I was eager to see my old friend but it seems he wasn't eager to see me"

"My Father sends his regards Don Maggia"

"Does he?"

"I too was eager to see this Vincente Fortunato…from what my sources tell me he is a man that has earned much respect and fear in the west, I wanted to look him in the eyes for myself but instead I get a boy who still looks like he should be in diapers" Don Buotoni chimed. His remarked earned him a laugh from his men.

Angelo balled up his fist in anger but he quickly released it, he wanted to lash out at the man but he knew that if he wanted to succeed he had to endure the jest.

"Funny" he replied, his tone ripe with sarcasm, "Gentlemen I may be young but I'm every bit the man that my father is otherwise he wouldn't have trusted me to gather the three of you here" he said with conviction, "Now you men are intelligent individuals and since the three of you are here it means you're interested in what I have to say"

The three Don's looked at him and then glanced at each other for a brief second.

"Alright boy, Alright. I'll bite…Why are we here?" asked Don Maggia. All eyes turned to Angelo and to his credit he didn't seem the least bit afraid of the intense stares.

"You are here because I want to de-throne the current Kingpin Vanessa Fisk" he stated.

For a long minute no one said anything, Angelo's words hung heavily in the air, the pause continued until it was suddenly interrupted by loud and boisterous laughing.

"BWAHAHAHAHAHAHAHAHAHAA" the Three Don's and their men laughed. Angelo shifted in his spot.

"I tried to tell you" Electro whispered to him with a smirk on his face. Angelo paid him no mind and he addressed the gathered men.

"Did I say something funny?"

"You did it sounded like you wanted to take on the Kingpin" said Don Chompoti

"I wasn't joking I want to take on the Kingpin"

"Then why the hell are we here? If you wanna take her on then be my guest, the police never get tired of scraping corpses off the streets" Don Buotoni added with a smirk.

"You're here because I'm sure all of you are tired of serving the Kingpin whether it's Fisk or his wife. I'm here to offer the three of you another option" he said.

"Let me guess align ourselves with you instead of her, trade one dictator for another, I don't think so" stated Don Maggia with contempt.

"No that's not what I'm offering. Look the three of you are the backbone of her empire here in New York. Without the three of you then everything crumbles which is why she has to keep you happy but instead of keeping you happy what does she do she keeps the three of you in check with fear and intimidation and I'm sure she is taking a large cut from your operations….am I right?"

No one said anything but the answer was written all across their faces. Even with Wilson Fisk as the Kingpin he took large amounts of money from their pockets and there wasn't anything they could do about it.

"Your silence speaks volumes. Instead of being the Kingpin's lap dog how would the three of you like to run this town with me? As a collective….we'll all be the boss, split everything down the middle"

"A collective huh?" asked Don Chompoti with raised eyebrows "You mean the four of us would sit at a round table and make decision together?" he asked.

"Exactly" stated Angelo.

"Won't work" Don Maggia interrupted

"Why not?" he asked turning to him.

"No matter how large our families are that bitch has deep pockets which means she can afford these murdering psychopathic freaks. Freaks like Bullseye or what is she using now…..I think its ninjas. Once she gets word of this she'll put you and your family in a body bag"

"She has her weapons I have mine…Gentlemen I'd like you to introduce my top enforcer…Electro"

Electro stepped forward and he eyed the three Don's.

"Fellas"

"What can you do?" asked Don Buotoni.

Electro smirked and held up his hands, his yellow gloved hands surged with electricity.

"I have the power to manipulate Electricity" he replied making the electricity grow in intensity. He held his hands higher in the air.

**KRAKOOOM! KRAKOOOM!** Went the sound as lightening whipped and flailed around him. The Three Don's and their men had to duck and cover their faces but they still had their eyes on Electro who was glowing slightly. He dropped his hands and as quickly as the electricity came it vanished. The gangsters slowly straightened up and looked at each other before looking back at Angelo and Electro.

"So do we have a deal?"

Another long minute passed between the three Don's, the men walked towards each other and conversed among themselves for a second before turning back to Angelo.

"You got moxy kid I'll give you that….but the answer is no" said Don Maggia

"WHAT!" Angelo shouted in anger "WHY!"

"That was an impressive light show but we need to know that you and sparky can deliver on your promise. This is a very ambitious deal you're offering and I must admit that we're tempted to accept but if you do this you have to get the job done on the first try. The Fisks' are known to cheat death" Don Maggia continued.

"If you want us to say yes you have to prove yourself" Don Chompoti added.

"And how do we do that?" Angelo asked frustration evident in his voice.

"The Three of us have a problem….a problem that not even the Kingpin has been able to solve. It's these costume Morons, they are cutting into our businesses and we need it to stop. " said Don Buotoni

"Which ones do you want me to kill first….Avengers….Fantastic Four?" asked Electro.

"Nah it at those costume morons….they aren't the real threat. We know where to find them. It's the other ones…..Spider-Man and Daredevil…..and what's the other two?" asked Don Buotoni.

"Luke Cage and Iron Fist" answered one of his men

"Yeah them…they are the real trouble. If you can take care one of them then I'll know you're legit and if you're legit then I Don Buotoni will back you on this deal. I for one am tired of answering to a Kingpin….let alone a woman Kingpin at that"

"Amen to that" Don Chompoti chimed.

"Fine….sounds easy enough. Where I can I find one of these guys?" asked Electro

"The easiest one out of the four of them is Spider-man…..he's always swinging around town" Don Maggia answered.

"Okay then Gentleman we're all on the same page. My enforcer kills one of these costume freaks and that'll prove we are serious and can move forward with my plan to de-throne the Kingpin" Angelo summed up, which earned nods from the three crime Bosses, "Well then I believe the only thing left to say is…I look forward to working with the three of you. A new era is on the horizon an Era without a Kingpin"

"Hmph….we'll see" said Don Maggia turning and heading for his car. The other Don's followed suit and headed for their respective vehicles. The got into their cars along with their men and they quickly drove off leaving Angelo, Electro and Don Fortunato's men standing there.

"Well I have to say I'm impressed kid….some plan of yours" said Electro.

"All of my plans depend on you Electro….I hope you're up to the challenge to take on this Spider-Man"

"Don't worry, I got everything under control"

"Good, let's get out of here then….you have a busy day ahead of you tomorrow, because tomorrow you will bring about Spider-man's death and the ascension of Angelo Fortunato"

Electro could only smirk at the statement. Angelo quickly head for his limo with his entourage behind him. They all got into the limo and drove away into the night.

* * *

**Next Day: Saturday- Theater District- Golden Theater- 12:45 am**

Peter let out a loud and long yawn while rubbing his sleepy eyes.

"Jeez Parker get a breath mint" came the voice of Johnny Storm.

"Ha-ha very funny Burnout" Peter replied sarcastically.

Standing in front of the Golden Theater was a small group of friends and that group consisted of Peter, Liz, Gwen and Johnny. They had all just finished watching Mary Jane's play. She was still taking acting classes on the side and her class was putting on the play Macbeth. She had invited them to come see her and they all agreed, everyone except Johnny but because he was Gwen's boyfriend he really didn't have a choice in the matter.

"I'm just saying man…bad breath can kill" he joked.

"Enough Johnny" said Gwen elbowing him in the side.

"Come on Gwen I'm just joking with him" he replied rubbing his side.

Gwen rolled her eyes and then looked at the Theater.

"So what did you guys think of Mary Jane's performance?" Liz asked eying the three of them.

"Which one was she again?" Johnny asked raising an eyebrow.

"Lady Macbeth" Peter, Gwen and Liz said at the same time.

"Oh her…she was hot"

The three of them turned to him at the same time and gave him a look.

"What?"

"Her performance Johnny not her looks" said Gwen elbowing him again.

"Ow, oh well she was okay…needs some work though" he said honestly which earned him another elbow to the side.

"Ow"

"You don't know good acting when you see it Storm" said Peter.

"No he's right"

The four of them turned to the entrance to see Mary Jane walking out of the theater.

"MJ you were great" said Liz walking towards her best friend

"That's nice of you to say Liz but Johnny's right…..it wasn't my best performance" she replied with a weak smile.

"What's wrong Mary Jane you seem…down?" asked Gwen.

"Well Harry and I broke up" she answered before turning to the right walking down the sidewalk.

"WHAT!" Liz, Peter, and Gwen shouted following after her.

"Who the hell is Harry" he asked before starting after them.

* * *

**Times Square- Same time**

Standing in the middle of Time Square was Max Dillon eating an apple. He was dressed in his over coat and beneath his overcoat was his yellow and green spandex costume. He took a bite of his apple and he looked at the hundreds of people coming and going through what everyone calls the _'Crossroads of the World'_, a smile passed across his face as a sense of familiarity washed over him.

"Ah New York….home sweet home" he said taking another bite of his apple.

**RING! RING! RING!** Max reached into his coat and retrieved his phone.

"What?" he asked despite his mouth being full.

"Have you done it yet?" asked Angelo anxiously

"No, I've been out here all morning and I haven't seen him. I thought those guys said he's always swinging around"

"Well if he hasn't shown himself yet then I think it's time to get his attention"

"My thoughts exactly but what about any…..interruptions like the cops"

"They aren't our primary concern so I don't care what you do to them, all I care about is you killing Spider-man, if you do that we can move forward" said Angelo

"You're the boss, keep your TV on the news it's gonna be quite the show" he said before hanging up his phone. Max sucked in a breath and then tossed his apple away where it hit a girl on the head.

"HEY!" she shouted.

"BEAT IT!" Max shouted at her. He watched as she gave him an evil glare, her and her friends, but he didn't pay them any mind. The group walked off and Max reached into his other trenchcoat pocket and he pulled out a yellow mask which looked like a star made of electricity. Max slipped the masks on his face and with that motion Max Dillon ceased to be and Electro took over.

* * *

"What a jackass" commented Liz rubbing the spot where the apple had hit her.

"You okay?" asked Mary Jane.

"I'll live…but I'm more concerned about you and Harry breaking up" she said looking at Mary Jane.

"I second that" Peter added.

"Guys it's no big deal we were heading in that direction anyway. I mean come on you guys know how different he's been acting"

Gwen, Peter and Liz stopped walking and they looked at each other because it was quite obvious that the Harry Osborn that they knew and love was quite different from the Harold Osborn that they knew now.

'_Well you could tell them that Harry is different because he might've taken an experimental serum called OZ….the same Oz that turned his father into the Green Goblin….or you could keep your mouth shut and nod your head…I'll go with door number 2'_ thought Peter to himself while nodding his head.

"How are you holding up?" Gwen asked.

"Did you see my performance?" Mary Jane countered.

"When did this happen?" asked Peter

"This morning….right before my show. I called him and asked him to meet me at the Coffee Bean and…."

"Uh I hate to interrupt…. but who the hell is Harry Osborn?" asked Johnny. The three friends turned to him but before they could say anything a beeping sound could be heard. Johnny recognizing the sound and he looked down at his belt buckle which had the number 4 on it, he reached down and he tapped it.

"Hey…. Flame Brain" came the growling voice of Ben Grimm.

"What do ya want Twinkle Toes"

"Get your ass over to the Baxter Building we got a problem…Reed is picking up a strange transmition coming from the other side of the planet, Fantastic Four are needed"

"On my way" Johnny replied. He looked up at Gwen and he gave her a quick kiss on the lips, "Sorry Babe duty calls"

"I know…..be careful Johnny" she replied.

"I'm always Careful"

Johnny hit his belt buckle again and his clothes instantly started to change, his clothes changed into his solid blue and black Uniform with the large 4 on the chest.

The people walking past stopped and looked in awe as they recognized the Human Torch.

"FLAME ON!" he shouted taking to the air, flying towards the Baxter Building. Gwen watched the trail of fire in the sky, but while she was doing that Peter looked at her with a slight longing look. He had accepted that they were no longer together but seeing that look on her face sometimes made him wish that he maybe could have done things differently but as quickly as the notion came it was pushed away.

'_NO…it was for the best….right. I mean…whoa….Spider Sense' _

Peter's face suddenly went serious as a powerful wave of danger washed over him thank to his Spider Sense. He concentrated and tried to determine where the danger was coming from, he slowly turned his head to the right and his eyes zeroed in on a man in a green and yellow spandex suit with a weird looking mask.

* * *

**Few Feet Away**

Electro tensed his muscles and he concentrated, he grabbed onto that feeling of power and he began to bring it to the surface. Electricity sparked wildly around his body, civilians passing by stopped and looked at him in fear. Traffic signs began to malfunction as well as the electronic billboards that adorned the high rise buildings.

"YEAH BABY! POWER!" he shouted spreading his arms and unleashing the gathered electricity.

Electricity fired in all directions, long bolt spread out from his body and hit people, cars, signs and a few buildings. A bolt of lightning flew from Electro's chest and ran along the pavement tearing up chunks of the ground in the process and lifting civilians off of their feet.

"HAHAHAHAH!" the villain laughed loudly among the countless screams of terror.

* * *

Peter shields his eyes from the brilliant display of power coming from the costume man standing a few feet away. When he discharged all of that power an electric wave passed over the people nearby and knocking them all off of their feet as well as giving them an electric shock. Peter looked at his hand and he could see and feel all of the hairs standing up on his arm.

'_Jeez…..another one, and here I was hoping for a break from costumed weirdoes since the whole Vulture thing a week ago. Silly me'_ he thought rising to his feet. He looked to his left and he saw Mary Jane attempting to sit up.

"Are you alright" he asked quickly.

"Y-Y-Yeah….I-I'm fine" she answered softly. He reached to help her up but upon touching her he received a shock.

"Ow" they both said at the same time.

"HAHAHAHAHAH! WHOOOOO! POWER!" Electro roared.

**WHOOOO WHOOOO WHOOO!** Went the sound of the police cars.

* * *

Peter turned to see the police arriving on the scene and he knew they didn't stand a chance. Turning around he quickly sprinted away hoping to find some place to change.

Mary Jane looked at the police and then back at Peter but she didn't see him, but she knew where he was going.

"I swear to God I'm moving away from this city" commented Liz sitting up next to Mary Jane.

"Hey where's Peter?" asked Gwen as she too sat up and looked around.

"He went to go…..get help, come on we have to get out of here" said Mary Jane quickly standing up. She rushed towards Gwen and Liz and helped them both to their feet.

* * *

**Street **

"FREEZE! LAY DOWN ON THE GROUND WITH YOUR HANDS ON YOUR HEAD!" shouted an Officer while aiming their weapons at Electro. Electro smirked and tilted his head to the sides.

"Uh No" he said holding out his hand, all of the officers guns were yanked out of their hands and towards him. The guns hovered in the air for a second before they began to bend and twist in odd angles. Electro lowered his hand and all of the guns dropped to the ground utterly useless.

The Officers stared at him in a mixture of shock, awe, and terror.

"Yeah…It's called Magnetism just one of the many reasons why I love my powers HAHAHAHA!" he laughed before thrusting his hands forward unleashing another barrage of electricity. The Officers barely had enough time to dive out of the way before their police issued cars were hit and exploded in a shower of metal.

**BOOOM!**

**BOOOOOMM! **One of the police cars lifted up into the air and hung there for a brief second. The burning chunk of metal began to fall towards two downed officers.

"AHHHHHH!" they both shouted in fear but their faces went from fear to shock as the car suddenly stopped inches from hitting them. Thinking quick both officers scurried from under the car to see it suspended in the air by some webs.

**THUD! **

They turned their heads to see Spider-man standing in front of them facing the green and yellow clad villain.

"Spider-Man I presume" said Electro letting his electricity recede into his body slightly, he still kept a few spark swirling around his hands.

"Was it my costume that gave it away" Spider-man replied.

"Hmph…I've been looking for you all day"

"Who are you?" he asked right as his spider-sense kicked in.

"My Name is Electro and I Guarantee I'm gonna JACK YOU UP!" he shouted before thrusting his hands at the wall crawler. Spider-Man jumped out of the way and he landed on the light pole that was directly above Electro.

"Is that you're catch phrase….that phrase is as lame as your costume" he quipped.

"This coming from the guy dressed as a human bug…I'll take that with a grain of salt" Electro replied throwing a few bolts of electricity at him but Spidey deftly dodged the attacks. He backflipped off the lightpole and at the same time he shot a web at the pole and he swung down and slammed both of his feet into Electro's chest.

"ARHG!" they both shouted upon impact. Electro went flying crashing into the ground, Spider-man landed in a crouch but his legs buckled slightly. When his feet made contact with Electro he received a powerful shock along his feet and legs.

'_Idiot...'_ he thought regaining his footing, '_His powers….he's able to generate electricity which means I can't touch him if he's charged up otherwise I'll get shocked myself'_

"Ow….that sorta hurt bug boy" growled Electro rising to his feet.

"Spiders are Arachnids…not bugs a common miscon…..WHOA!" he shouted jumping out of the way of another attack.

Electro smirked to himself as he fired attack after attack; he had done some homework on the elusive wall-crawler. All night he had looked up everything he could about Spider-man and he found himself anticipating the battle he currently fighting in, ever since he received his powers he found every single excuse he could to use them which is sorta how he fell in with Don Fortunato. The last time he found himself anticipating a fight was with a guy back in L.A. that called himself the Punisher. However, Spider-man was much more of a challenge. Electro fired another attack but once again Spider-man dodged his strike but while he was anticipating the fight he didn't anticipate how hard it would be to land a hit on his foe and he found himself starting to get slightly frustrated.

'_I'm getting nowhere'_ he thought to himself _'Time to take it to the next level'_

Electro's powers began to spark wildly around him again; he shot his hands upwards and unleashed lightening in every direction. Lightening struck the ground, buildings, cars and everything else in-between again; Spider-man did his best to dodge the bolts of lightening as the flared around him but there were too many and he ended up getting hit by one of the more powerful stray bolts.

"ARGH!" he yelled out loud feeling his nerve endings alight with pain, he was swinging in the air when he got hit and like a ton of bricks he fell to the ground smoke rising from his body slightly.

"HA!" shouted Electro as he saw Spider-man fall. Electro took a step forward but then he turned his eyes to the sky, his attention was drawn to the television news helicopter hovering in the air with the camera aimed directly at him, he waived at the camera and then resumed his trek towards the fallen hero.

* * *

"Ugh….that didn't feel very good" Spider-man muttered while pushing himself up to a sitting position.

**ZAP!** Went the sound of another bolt hitting him in the chest and knocking him back to the ground.

"ARGH!...N-either….d-did that" he groaned feeling his stinging chest.

Electro walked into view and slammed his left foot on Spider-man's chest earning another groan of pain; he then raised his hands in triumph.

* * *

_**News Helicopter**_

"_This is Jerry Chandler coming to you live again, moments ago a yellow and green clad man showed up and began to cause absolute chaos in the middle of Times Square. This man is able to shoot what appears electricity from his whole body. You can see the damage he has done down below. The police tried to subdue him but they didn't stand a chance…..lucky for them Spider-Man showed up but it appears he doesn't stand a chance either. This looks like the end for the mysterious wall crawler" _

* * *

**Staten Island- Fortunato House. **

"DO IT ELECTRO! KILL HIM!" shouted Angelo watching the television intently.

* * *

**Times Square**

'_Body is still shaking from the shock…..gotta stall him'_ Spider-man thought. Electro lowered his hands aiming both of them at Spider-man's head.

"Here I was expecting a challenge…..any last words"

"W-Why are you doing this?" he asked hoping that Electro was the talkative type and lucky for him, he was exactly that type of villain.

"Easy…someone is paying me to do it?"

"Who?"

"Ever here of the Fortunato Family"

"Uh…no….are they…. the ones who gave you that ridiculous costume"

Electro stomped on his chest which earned a groaned of discomfort.

"It doesn't really matter who they are just that they are paying me for killing you and your death is the start to dethroning the Kingpin" he said making his hands spark wildly.

"Nice…to know I'm a stepping stone" Spider-man replied turning his head to the right.

"Ah well…nothing you can do about. Anyway time to die…..look at the pretty flash" he said as the electricity intensified.

Spider-man still had his head to the right at that's when he noticed the fire hydrant.

'_Now or Never'_ he thought quickly lifting his right arm and firing a web at one end of the Hydrant. Electro saw the motion and he followed the web with his eyes.

"SH*&!" he shouted just as Spider-man tugged on the web ripping the metal end off the hydrant spraying intense water in their direction.

Electro quickly generated electricity to his feet and he pushed off the ground and began to levitate high in the air away from the water.

'_Too close'_ he thought seeing the water spraying everywhere.

* * *

Spider-man stood to his feet and lifted the bottom of his mask spitting out some of the cold water that seeped through his mask. He looked up to see Electro hovering in the air above the spraying water.

"Wait…so you're smart enough to figure out how to fly using electricity but you're not smart enough to know that spiders are arachnids and not bugs…huh….go figure"

Electro snarled at his foe's comment and then aimed his left hand.

"Go figure this…..water plus electricity equals…FLASH FRIED ARACHNID!' he shouted unleashing a powerful stream of electricity from his hand.

Spider-man crouched and jumped in the air right as the blast hit the ground. Due to the water that was everywhere the electricity sparked wildly and intensely but luckily no civilians were in the area so no one was electrocuted.

'_Too close Parker….time for a tactical retreat'_ he thought firing a web and swinging away.

"NO! NO! SPIDER-MAN YOU'RE NOT GETTING AWAY THAT EASILY!" Electro yelled leaning forward and flying after the web swinging vigilante.

* * *

**In the air**

Spider-man swung at top speed, weaving through the tall skyscrapers trying to get away from Electro who was flying after him.

Electro cocked one of his arms back and gathered some energy into his palm; it formed into a medium sized sphere of electricity. Electro barred his teeth and he tossed the ball at the fleeing hero.

Spider-man sensed the attack and pulled himself out of the way.

**BOOM!** Went the sound of the ball of electricity exploding on impact against the side of a building, showering the air with broken bricks and glass.

"JEEZ!" shouted Spider-man glancing behind him, but he couldn't focus on the destruction too much because Electro was cocking his hand back and forming another attack.

Spider-man thinking quickly swung upwards high up in the air and just like he expected Electro followed and threw the attack at him. Spider-man let go of his web and dodged the attack just as it exploded harmlessly in the air. The force propelled him forward and towards his unsuspecting enemy. Spider-man punched him hard in the face sending him spiraling through the air.

"AGHH!" Spider-man grunted firing a web with his opposite hand, '_Dammit…that hurts but I can't let him get off anymore of those electric bombs or whatever they cause too much damage and it increases the chances of people getting hurt….I guess I'm just gonna have bite the bullet'_ he continued as he saw Electro right himself and hover in the air.

* * *

Spider-man swung towards him and kicked him in the chin hard, but as with his other attacks it not only hurt Electro but it hurt him as well. Spider-man gritted his teeth and he blocked out the hurt, he let go of his web and fell after the stunned Electro.

Electro shook his head and then halted his spiraling.

"Ow" he said wiping his lip only to find blood on his hand, he growled in air and he looked up at Spider-man who was falling towards him, "Okay NOW I'M PISSED!" he shouted thrusting his hands forwards unleashing his electricity but to his surprise Spider-man flipped over the attack and kicked him in the face.

"OOOMPH!" Electro grunted as he flew back and skidded across the cement roof top.

Spider-man landed a few feet away breathing heavily. He balled up his fist in determination and he rushed him.

Electro swayed as he stood his vision cleared enough to see a red clad fist coming towards his face. Spider-man hit him with a left hook then a right hook; then another left followed closely by another right; he then grabbed Electro by the shoulder and brought him in for a knee to the stomach. Spider-man then lifted him up over his head and then slammed him down on the roof. Once Electro hit the ground Spider-man had to back away, his body was shaking because after every attack he felt a painful jolt of electricity pass through his body. He took a few deep breathes trying to will the pain away.

"HA-HAHA….you are….pretty tough" came Electro's strained voice. Spider-man glanced down at the bloody Electro who shakily rose up and spit out some blood.

"I think….the word you're searching for is tenacious" Spider-man replied.

"What?" Electro asked spitting out some more blood.

"Forget it" he said shaking his head and rolling his eyes, "Time to go night night Electro and you better believe I'm gonna pay these Fortunato people a visit"

"No you won't… fights not over yet bug boy" Electro replied wiping his mouth. He looked at the blood on his hand and then back up at Spider-man but it was then that he noticed something behind his wall-crawling foe. A smile formed along his bloody lips as a plan formulated in his mind.

"It's Arachnid boy and I think it is" he said cocking back his fist getting ready to knock him out.

"Actually….it's round 3"

Electro raised his hand and fired a single bolt of electricity but he missed Spider-man by a mile.

"You missed"

"No I didn't"

'_Spider sense' _

Spider-man turned around to see the Channel 7 news Helicopter spinning uncontrollably in the air.

* * *

**Helicopter**

"MAY DAY MAY DAY! SYSTEM IS UNRESPONSIVE CONTROLS ARE SHUTTING DOWN" shouted the pilot as all of the lights in the helicopter suddenly shut off. The pilot looked at the spinning blades slow down and eventually come to a complete stop.

"WE'RE GOING TO CRASH!"

Jerry Chandler and his camera man both gripped their chairs as tightly as they could when they felt the helicopter begin to tip. Wind rushed in through the open side and whipped across the terrified faces of the passengers. The Helicopter began to tilt to left making Jerry grit his teeth in determination, trying his best to hold on but the wind and gravity was too great and he began to loose his grip. His sweaty fingers slipped off of his seat and he was pulled through the side of the helicopter.

"AHHHHHHHHH" he screamed at the top of lungs.

* * *

Jerry could feel the rush of the wind even more as he plummet to what he knew was going to be his imminent death but just when he thought all hope was lost he saw a red and blue clad figure fall through the spaces of the helicopter blades and head towards him.

Spider-man reached out and grabbed Jerry by the wrist, he yanked him to the right and he fired a large patch of webbing.

"OOOOMPH!" grunted Jerry landing safely in the web net.

* * *

'_One down'_ Spider-man thought twisting in mid-air and looking at the falling helicopter. He looked to his left and to his right and as quickly as he could he began to fire web after web. The webbing attached to the buildings and then to the helicopter, at first it didn't do much of anything but the more webbing Spider-man applied the slower the helicopter's descent. He fired a few more before shooting a web and swinging himself to the side of the building next to the suspended helicopter. He looked down to the see that the ground was a few meters away and that there was a large crowd down below looking and pointing in shock.

'_Cutting it close there Parker'_ he thought to himself _'SPIDER SENSE!'_

Spider-man looked up to see a trail of electricity racing along the side of the building and it was heading right for him ripping up bricks and glass in the process. He had just enough time to gasp and spring out of the way.

**BAM!** Went the sound of the attack hitting his previous spot.

Spider-man was in the air when he felt his spider sense kick into overdrive.

Flying from under the helicopter was Electro who had his arms spread.

"GOTCHA!" he shouted barreling into the wall-crawler and flying him upwards.

* * *

While Electro had him in his grasp powerful shocks of electricity flooded his body.

"ERGGGGGHHHHHHH!" he shouted in pain.

"HURTS SO GOOD DOESN'T IT!" Electro growled hearing Spider-man's cries of anguish. Gritting his teeth the hero raised his fist brought it down on Electro face with as much strength he could muster. The first strike stunned his foe so he raised his fist again and delivered another punch and then another one.

Electro gritted his teeth and took the blows but despite him shocking Spider-man he was still delivering punches that were starting to wear him down. His vision swam for a second as he saw stars, but that sudden break in concentration was all that was needed. Spider-man was able to focus a bit more as the shocks stopped; he quickly fired a web and pulled with all of his might. Electro was still gripping him tightly so when Spider-man tugged on the web it caused both of them to go turning at a sharp 180' degrees in mid-air.

'_Spider sense' _

Spider-man turned his head to see they were heading for a window.

"OH CRA…." He started just as they smashed through.

**CRASH!**

* * *

**Hallway**

"Ugh…Ugh…" Spider-man groaned. Every muscle in his body was tingling and shaking. He tried to sit up but it was proving to be a difficult challenge.

Electro was groaning as well and trying his best to sit up. Stars were still swimming in his vision and blood was gushing from his nose and mouth but he wasn't going to let that stop him from his goal. His battle against Spider-man had ceased to be fun and it was turning out to be very annoying. The wall-crawler just didn't know when to die. Electro balled up his fist and he grabbed onto that feeling of power or what power he had left. He had been consecutively discharging large amounts of electricity and he could feel himself getting weaker. Never before had he been forced to use this much power…he was reaching his limit but he wasn't there yet.

Electricity flowed around his fists and he did his absolute best to hold on to that power. He fought his way to his feet swaying a bit and he looked around to see that he and Spider-man had landed in a medium sized hallway that had no doors and minimal room for maneuvering. He looked straight ahead and at his fallen foe who was pushing himself up to a sitting position.

Spider-man looked around at the hallway and he noticed the same things that Electro noticed and then he looked at the snarl on his electrically charged enemy.

"Umm…..is it too late for us to… talk this out" Spider-man offered, he received his answer when Electro's balled up fists let off a few sparks, "So that's a no"

Spider-man started to scoot back away from the approaching villain and that's when he felt something beneath his hands. He looked down to see a pair of yellow rubber gloves; he grabbed the gloves and looked at them. He then lifted his head looking past Electro to see that there was a janitor's trolley laying sprawled out on the ground and few inches to the left of them. They both knocked it over when they crashed through the window.

'_Wait….Rubber gloves….Electricity…..Rubber….Electricity…Rubber….Light bulb'_ he thought with a smirk. He quickly fired some webbing at Electro's feet hoping that would stall him long enough to put on the gloves. Electro growled and bent down and with his sparking fists ripped the webbing off of his feet. He straightened up to see Spider-man on his feet swaying a bit but what drew his attention were the yellow gloves on his fist.

"Are you mocking me now?" asked Electro in a low voice, thinking that Spider-man was still making fun of his costume because of the yellow gloves he was wearing.

"Actually no…..more like I'm emulating you"

"What?"

"JESUS READ A BOOK!" Spider-man shouted at him.

"RAH!"

Electro jumped and threw a punch with electricity swirling around his fist, Spider-man ducked under the strike and lashed out with a straight punch to his foe's gut, but only this time there wasn't any shock because the rubber gloves insulated the electricity. He smirked and then delivered another punch.

Electro gasped at the strikes but he didn't quit, backed up and lunged again Spider-man who jumped and spread his legs allowing Electro's momentum to carry him forward and to the ground.

"GRRRRR" he growled pushing himself up. He climbed to his feet and turned around and lashed out with electric powered punch but Spider-man sensed it coming and leaned back he then responded with a powerful right hook that sent Electro into the wall bouncing off of it in the process. Spider-man then grabbed Electro by the neck and tossed him into the other wall leaving a slight dent. Electro was swaying even more and there was a dazed look in his eye. His vision was swimming even more as he saw three different Spider-men. His enemy stepped forward and landed another punch to the stomach followed by two more strikes to his exposed face.

"Hey Electro….you've been SHORT CIRCUITED!" Spider-Man shouted getting ready to knock him out.

"W-What…" Electro groaned out.

Spider-man released a sigh and shook his head.

"Okay how about this…..Spider-Man's fist is….Guaranteed to JACK YOU UP!" he said right as he cocked his fist back and delivered the final blow. Electro was lifted off his feet for a full second before he went crashing down to the ground unconscious.

Spider-man released a sigh of relief and he walked over to the wall and slid down to the ground taking in a few deep breaths of air. His body was aching and shaking all over. He glanced at Electro and then leaned his head against the wall.

"Hopefully you'll be the last weirdo I face for a while…..hmph…yeah right silly me. Knowing my luck you're the beginning of a long weekend….Oy" he muttered to himself, "Alright…..come on Sparky time to go to jail"

* * *

**Later- Staten Island**

Angelo Fortunato sat in his father's study glued to the television watching the news report.

* * *

_**TV**_

"_There was another battle of the century today in New York that took place in the middle of Time Square. The combatants were none other than New York's own resident hero/vigilante Spider-man and a new villain by the name of Electro who has been revealed to be Maxwell Dillon. Dillon is wanted in California for several mysterious murders and robberies in the L.A. area but it seems he's found his way to New York to cause trouble but fear not because while Electro did cause severe damage to the city and crashed a helicopter that was carrying Channel 7's own Jerry Chandler the electric powered villain was defeated by Spider-man. Now as to why he was in New York…_

* * *

**Fortunato Study**

"…_..and causing damage to the city is still unknown"_ came Michelle's voice before it was muted by Don Fortunato. He threw the remote onto his desk and he turned to look at his son who wouldn't meet his eyes. Angelo knew that his father was beyond upset at him for putting their most powerful enforcer and trump card in a position to where he would be captured, but in all honesty Angelo never thought for a second that Electro would lose….or could lose.

"Tell me your plan again son" Don Fortunato asked in a low tone.

"I was trying to gain support from the three families….they are the source of the Kingpin's power….but in order to gain favor with them they wanted a show of our might. They wanted Electro to kill someone even the Kingpin has trouble dealing with and they chose Spider-man because he was the easiest to find"

"Did you even do your homework on this…Spider-Man?"

"I did but Electro was confident he could beat him…I mean come on have ever known Electro to lose….and I figured if he could take out the Punisher then he could take out this costumed idiot"

"Why didn't you just have Electro kill the Kingpin first"

"Because she's protected by Ninjas"

"Ninjas?" Don Fortunato repeated, "That's insane Angelo"

"I know it's insane but look ….father you told me to come up with a plan of attack and I did. It would cause far too much attention and far too many men for us to attack the Kingpin head on so I decided to go in through the back door. I just didn't anticipate this" he said pointing to the TV.

"You know what I think Angelo…"

Angelo jumped up from his seat and he slammed both of his hands down onto his father's desk making it shake.

"At this point I don't really give a damn about what you think alright….I made a decision and I'm gonna live with it and if you're about to criticize me then you can save it…if don't have anything helpful to add then you can shut the hell up" said Angelo stated staring his father in his eyes. A long second passed between the Father and Son before Don Forutnato let a smile grace his face.

"You're learning my son….you're learning"

Angelo was caught off guard by his father's statement.

"Huh?"

"You're learning to stand on your own two feet…..Angelo no matter how hard you plan something there is always bound to be a few set backs or missteps, Lord knows I had many in my early years…..it's a part of life, what counts though is how you handle and recover from said setbacks and I can finally see that Fortunato fire burning within you and that….." he started before the phone began to ring.

**RING! RING!**

Don Forunato grabbed the phone and he answered the call.

"H….."

"Don Fortunato I presume" came the voice of a woman on the other line.

"You must be Vanessa Fisk….the current Kingpin. I would ask how you got this number but I can just assume that you have your means"

"So you do know who I am….and what you're getting yourself into by challenging me" she said in a low threatening tone.

"You assume that I'm afraid of you…well I'm not. I don't fear any man…..or woman"

"Well then. This should be interesting" she said before ending the call.

Don Fortunato looked at the phone and then slowly placed it back on the receiver.

"What did she want?" asked Angelo looking at the serious expression on his father's face.

Don Fortunato turned to his son and he said one word.

"War"

* * *

**End Chapter: Read and Review. Hey Readers it's me Nomad88 back again with the closing comments. As usual I hope everyone enjoyed the chapter and the official debut of Max Dillon aka Electro. I tried to make the fight as epic as I could so I hope it lived up to everyone's expectations. A lot of things happened in the chapter and the roster of characters just continue to grow. Also there is that cameo by a certain vigilante that a few of you loyal readers are waiting to see. I teased him so that can only mean that he's coming up pretty soon. All I ask is just to be a bit more patient. Overall I hope everyone is enjoying what I like to call the classic arc, so far we've had: Dock Ock, Vulture, and now Electro. Let's not forget that we've already had Green Goblin, Mysterio, Sandman, and Rhino if you all are Spider-man fans which I know you are then you know the villains about to come up in the next few chapters of the classic arc. So just sit back relax and enjoy the ride. Oh can anyone tell me where I got the name for the title of this chapter. I'll give you a hint it's from one of my favorite movies, ha-ha. Anyway REVIEW (let me know what you thought of the chapter) and then meet me back here for the next epic installment of the series. If anyone has any questions, comments, concerns, or rants feel free to leave it in the review or just send me a message and I'll get back to you ASAP this is Nomad88 saying later…..**

**Ps: I know I know where's Secret Warrior Spider-Man and Batman Beyond. Well my loyal readers I'm still kinda under the weather so much so that I had to put those stories on hold because I have to do a few tweaks here and there and again it's kinda hard to concentrate coughing, sneezing and what not. TSA: Amazing Spider-Man Vol 2 is already written out so essentially all I have to do is move my fingers on the keyboard…all the thinking has been done, hence the update over the other two. Hopefully I'll get better within the next week or so and I'll be able to get back on the time table. So all I ask my loyal readers is be patient with me…thanks. Oh on another note the next chapter of TSA…..is another Interlude….I know I know but again all my Interludes and Preludes are necessary to understand the full scope of the story I'm trying to tell, so please just trust me, I hope to see you there this is me saying later…**

**Next Up: Interlude: A Growing Concern**


	54. Interlude: A Growing Concern

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story. **

**Hey Readers it's me Nomad88 back again with another chapter in the Spider-Man mythos. I'm pleased everyone is enjoying the story and all of my ideas; I hope to continue the trend with this chapter. Now as I warned you readers last chapter this is an Interlude. I know I know a lot of you are tired of them but again….every Interlude or Prelude is absolutely necessary. This story is so huge that I'm not able to get everything in on a single chapter so sometimes I have to break it up. Anyway I hope you all enjoy it, so don't forget to READ, REVIEW (A writer's source of Motivation) and of course ENJOY!**

* * *

**Interlude: A Growing Concern**

**Saturday: 7:15 am: Coffee Bean**

Sitting in a booth and sipping on a Mocha Frappuccino was Mary Jane Watson, she had a calm look on her face but inside she was a maelstrom of emotions that ranged from: happy, sad, amazement, anxiety, anger, and practically almost every other emotion in the spectrum and it was all centered around one of her best friends Peter Parker and the fact that one week ago she discovered that he was the web swinging hero The Amazing Spider-Man.

'_One Week'_ she thought to herself. She had been keeping his secret for exactly one week and it was still driving her crazy, mostly because every other day there was something on the news about Spider-Man. Either he was helping people by saving them from some time of disaster or he was fighting people with guns. Every time she heard the name Spider-man her heart would beat just a bit faster because it was filled with worry for her friend's safety and to be honest she was tired feeling like that or at least she was tired of feeling like that by herself.

During the week she had been contemplating whether or not to confront Peter again but she just couldn't bring herself to do that because she didn't want to scare him. The more she thought about it the more she put herself in his shoes and she realized that she wouldn't want her friend to corner her and reveal this secret that she had been trying to protect. So feeling the way she did she knew she had to tell someone but who could she tell, she thought about telling Gwen but she knew that it might not be her place to tell Peter's ex something like this and plus knowing Gwen she would literally corner Peter and twist his arm and make him tell her everything. She thought about Liz but threw that thought to the side mainly because Liz could not keep a secret if her life depended on it, if she were to tell her that Peter was Spider-man the whole school would know before the day was out so that only left one person…..her current _'boyfriend'_ Harry Osborn. Although the term boyfriend could be used lightly because she barely hears from him most of the time. Harry has been so wrapped up in his company that he doesn't even have time for her which was another reason why she had called him and asked him to meet her at the Coffee Bean. She felt that she had to tell someone and who better than Peter's best friend, Mary Jane was hopeful that if she divulged Peter's secret that it would not only help her but it would wake Harry up and turn him back into his old self. She looked at the clock and began to impatiently tap her fingers, he was late.

**DING! **

Mary Jane turned and looked at the door to see Harold Osborn walk through the doors; he adjusted his crisp black suit and then ran a hand through his reddish-brown hair that was slicked back. Mary Jane looked at him and for a second an image of Norman Osborn appeared and then vanished. She rubbed her eyes and watched as he walked towards her booth and sat across from her.

"Hi…" she started before being interrupted.

"I trust that there is a good reason for calling me here and can we keep this short I have an important meeting with my board members" he said seriously.

Mary Jane looked at him and the serious expression on his face and she was at a lost for words. She had been preparing herself to tell Harry about Peter but seeing him now was making her re-think her decision. Her face scrunched up into a frown and she stared him in the eyes.

"This is more important than a stupid board meeting Harry" she snapped.

"I highly doubt that" he responded in contempt, "I hope this isn't about school or your acting classes or something trivial as that"

"Wha….No….and trivial"

"Whatever the reason nothing is more important that this meeting, now if you please just tell me what's on your mind"

Mary Jane recoiled a bit at his comment for a second she couldn't believe it came out of his mouth but then she remembered who she was talking to and what he's been like and that's what when she had enough. All of the resentment she had pushing aside finally came to the surface and anger took over.

"…you know Harry you've been here for all of two second and you're already being a DICK!" she shouted.

"It's Harold and is that all you wanted to tell me….that I'm a Dick"

"No it isn't….Harry. I called you down here to talk about P…."

"I told you before….My name is Harold not Harry"

"Harry"

"Harold"

"Harry"

"HAROLD!" he shouted at her. The few other occupants in the room turned to them, Mary Jane glanced to the right to see that all eyes were on them. She sucked in a breath and tried to calm her nerves, she turned back to Harry who was oblivious to the stares people were giving them.

"What is with you….huh? Seriously this is getting ridiculous ever since your dad went Crazy you've been…"

**BAM!** Went the sound of Harold's fist slamming on the table; the table groaned under the mighty hit and a small dent was left in the metal, shocking and frightening Mary Jane in the process.

"Don't. Ever. Call. My Father Crazy. Do you understand me?" He stated vehemently, "You didn't know him….you didn't know the pressure and threat he was under. He did what he had to do to stay ahead of his enemies. The same things that I've had to do. You say I'm acting different well that's because I am different Mary Jane. I've grown up into the man I'm supposed to be, I don't have the luxury to stay simple and naïve or live in a dream world like you do…."

"WHAT DREAM WORLD!" she shouted back at him "Harry what the hell are you talking about…..are you listening to yourself I…."

"Here's an example of you living in a dream world, Mary Jane….you are not an Actress" he stated in a casual tone.

Mary Jane's eyes widen at his comment and then narrowed, she lifted her hand and grabbed her Frappuccino and popped the top.

"I think it's time someone told you the truth…you have no talent. If you realize this now it'll help you in the long run to finding something that you're actually good a….."

**SPLASH!** Went the sound of Mary Jane's drink hitting Harold's face.

"WE ARE DONE DO YOU HEAR ME! I NEVER WANT TO SEE YOU AGAIN YOU INSUFFERABLE ASSHOLE!" she shouted grabbing her purse and getting up from the booth.

Harold growled and attempted to wipe the drink from his face and suit.

"THE TRUTH HURTS MARY JANE!" he shouted at her but she ignored him while she stormed out of the Coffee Bean.

"Women" he stated looking at his suit.

* * *

**Oscorp: 7:30am**

The double oak doors opened in stepped Harold Osborn, he had some stains on his suit from the drink thrown in his face but he was able to get most of it off. The board members turned in their seats to face him. Dr. Stevens was sitting at the head of the table addressing the gathered board members but she immediately stopped talking once Harold walked into the office.

"Harold"

"Members of the Board" he stated while walking towards the head of the table and sitting down next to Dr. Stevens.

"You're late" one of the board members said to him.

"And?" he stated staring at the man who made the comment.

"And my time is valuable"

"Are you….?" Harold started before Dr. Stevens interrupted.

"Gentlemen, I believe we are here for a reason and that is to discuss business" she said diplomatically. Her words seemed to cut through the small tension that was forming because the man nodded his head and relaxed in his seat while Harold adjusted his suit and sat down next to her.

"What is on the agenda for today Dr. Stevens?" Harold asked glancing at her.

"Well Mr. Osborn we were just discussing the companies financially standing and whether or not…"

"We want to stage a hostile takeover" came the voice of a business woman. Harold turned his eyes to her.

"Of what company?"

"The Hardy Foundation" Dr. Stevens answered.

"Why the Hardy Foundation?" asked Harold linking his hands together and crossing his legs.

"A few of my inside sources say that the owner Anastasia Hardy is going through a helluva financial crisis due to corporate sabotage. This would be the perfect time to swoop in and destroy her" said the woman. Harold studied her for a minute.

"Sounds like you have a personal stake in this" he stated.

"I do, that bitch took my brother's company and then tore it apart piece by piece until there was nothing left. He was left penniless and bankrupt…..he killed himself not too long after that" the woman retorted.

"How unfortunate….but the corporate business world is no place for personal feelings. I'm sure it was all business and nothing personal"

"It was personal to me"

"What is our incentive for taking over this company Dr. Stevens?" he asked.

"Well the Hardy Foundation is one of the biggest companies over seas mostly around Europe and few spots in Asia. By taking over her company you will have a greater standing across the Atlantic" she replied.

"Hmm…and this will take Oscorp to a new level" he said glancing at her.

"Definitely."

"And how is our financial standing?"

"We are economically fit…we could do this."

Harold sat in his seat contemplating the information presented to him; it didn't take him long before he came up with an answer for the gathered board members.

"I'm sold…..let's take over her Company" he replied with a smile on his face.

* * *

**ESU: 7:30 a.m**

Peter let out a loud yawn as he quickly made his way up the steps of the ESU science building. He was out most of the night as Spider-man, he had stopped a few muggings, and he dealt with a few gangs but otherwise it was a rather light night, no super crazed villains attacking the city. It had been a week since the whole Vulture incident and Peter was praying that there would be no one else like that terrorizing people around town. Peter entered ESU and he ran down the hallway. When he'd gotten home he read a note that was on the table for him from his Aunt. Dr. Connors had called saying that he wanted all of his interns to report to the lab no later than 7:30. Peter had set his alarm but he semi-remembered himself hitting the snooze. Luckily for him though he didn't have to fight through New York City traffic so it didn't take him too long to swing through the city and to ESU.

'_Made it'_ he thought to himself as his hand grasped the door handle of the lab.

* * *

**ESU Lab: 7:31 am**

"I'm here" Peter announced walking through the door. He saw the Connors, Debra Whitman and Michael Morbius turn to him. Debra lifted her arm and looked at her watch while he made his way down the steps and further into the lab.

"Last time I checked 7:31 isn't 7:30 Peter"

"Thank you Count Von Whitman…I think Sesame Street is looking for a new Muppet to tell time, you should give them a call"

"Oh yeah, well…well…..Shut up"

"Debra darling please calm down...though it is nice that you're on time Peter" said Michael in his Greek accent.

"Interns" Dr. Curt Connors called out getting their attention, "Over here please"

The three interns made their way over to the Connors who were standing in front the counter with Samuel the Lizard in a glass container.

"I'm glad you all could make it…we have some great news concerning our project" said Mrs. Connors.

"You've had a breakthrough?" asked Michael as he looked at Samuel.

"You could say that" Dr. Connors answered placing his left hand on the case, "Margaret the projector"

Mrs. Connors walked towards the projector and she pressed the button on top of the projector and an image appeared on the white screen. The image on the screen was split into two categories. On the right side it was labeled human DNA and showed a long DNA chain. On the left side was Samuel the Lizards DNA chain.

"My interns we've been working for months on this project and so far we've gotten nowhere mostly because we've been taking it slow"

"As we should've been, as scientist we want to cover all grounds before making hasty decisions" Mrs. Connors added quickly throwing her husband a look.

"No one is disputing that Margaret but at the same time science is all about risk….and sometimes you have to make the hard call and take a chance" he replied unconsciously rubbing his stump of a right arm with his left hand. The husband and wife looked at each other for a long minute while Peter, Michael and Debra looked back and forth between the two of them.

"Uh…is everything alright?" asked Peter.

"Fine" the husband and wife replied at the same time.

"As I was saying we believe that the reason we haven't been able to truly make strides in the Lizard project is because we've been going too slow. I believe it's time that we upped our experiments" he said.

"As you can see we've been trying to gradually trying to introduce Lizard DNA into human DNA but as you can see though the procedures have not yielded the results we've wanted…so….."

"We're going to start using the Neogenic Recombinator" Dr. Connors finished.

"I was wondering why we haven't used that yet" said Peter turning and looking at the Recombinator.

"Because on the times that we have used it any and all test subjects have died" Mrs. Connors answered, "The Recombinator produces high levels of radiation and it smashes DNA genetic structures together….while true it's highly useful I don't think it should be used for this Project Curt" she continued while turning to her husband again.

"Margaret….we spent a great deal of time building the damn thing and now that we have it you don't want to use it what sense does that make"

"It makes perfect sense when every experiment is met with failure" she replied

"Similar to the experiments we've been doing for the past few months."

"They weren't failures' Curt…..the results have told us quite a few things but that's not the problem though is it? The problem is that the results aren't fast enough for you. You should know by now that you can't rush this type of science." Mrs. Connors snapped.

"Uh do you want us to leave?" asked Debra.

"No" they answered at the same time.

Debra closed her mouth and took a step back towards Michael and Peter who were watching the scene unfold as well.

"Curt" she said softly.

"Margaret…I understand your view point I do but we have to do this; number one because I think it's about time, we done enough studying and slow calculating and the second….the University is making cut backs so we have to make some strides in our research before they slash our budget"

"…..Why didn't you tell me that Curt." She replied in an annoyed tone.

"I didn't want to worry you alright."

Margaret Connors released a heavy sigh and shifted in her spot. This news presented to her changed a few things for her but it also made a few things clearer. The first is the reason why Curt was pushing for them to skip a few steps so to speak and use the Neogenic Recombinator. While she did help him create it she was leery about using it for this project. Mrs. Connors believed that when introducing something foreign into the human DNA strain they should do it slowly and gradually which is the exact opposite of the Recombinator. It took DNA and smashed them together hoping for the best. Margaret glanced at the Recombinator and a feeling of uneasiness crept into her stomach, but then she turned and looked at Curt and reassuring look in his eyes which melted that uneasiness she was feeling.

"Fine, you're right we'll do it your way…..but I still don't like it" she said releasing another heavy sigh.

Curt walked over and kissed her on the cheek; he turned and faced the interns who still had a confused looked plastered on their faces.

"We're taking this project to the next level…I hope you're ready"

* * *

**Daily Bugle: 7:45 am**

"And so it is with shock that I report that the Amazing Spider-Man is none other than 16yr old Peter Parker…."

Indira Daimonji sat at her computer in the semi-empty Daily Bugle bullpen. She stared at the words that adorned the screen of her computer and she tapped her fingers on the desk. Indy shook her head and then pressed back space erasing the last few sentences of her expose on Spider-man which she now knew to be her partner and co-worker Peter Parker. She had discovered this secret about a week ago and upon discovery she immediately began to type up what she thought was a Pulitzer prize winning story but when she finished she felt that she needed some personal quotes from Spider-Man. Taking advantage of her knowledge she had staged a setting to where she could gain an interview from the wall-crawler but what she gained instead was a better understanding of why he is Spider-Man. All week she had been trying to get her story straight but every time she typed up the words they felt…wrong. In the span of one week her giddiness at finding out Spider-man's identity had slowly drained away and it was replaced with apprehension. Truth be told every time she type the words and she got the part where she was about to reveal his identity a hollow feeling formed in the pit of her stomach.

Indy sighed and leaned back in her seat; she reached out to the desk and grabbed her tape recorder. She then looked around and made sure no one was in listening distance and then pressed play.

* * *

**Recorder**

_Indy: "I personally think it's for shock value and fame. I mean people are gonna be talking about him and the rest of the hero community for years…..decades even" _

_Peter: "Indy you couldn't be further from the truth. Spider-Man is not about fame or getting attention it's about trying to make a difference. He's all about using his great power responsibly to help…" _

* * *

Indy stopped the tape and she rewinded the last sentence again and let out a sigh.

'_Using his great power responsibly…to help those that can't help themselves'_ she thought to herself. For some reason that sentence really resonated with her and stuck with her, just the nobility of it alone sent a wave of admiration through her. At first she really did think that he and all the other costume people in the city we're just doing the heroic stuff for the fame and for the recognition but to learn that one of them didn't want fame or recognition added another layer to them. She could feel the honesty in his voice all he truly wanted to do was….

"Use his great power responsibly…crap" she said slamming her tape recorder down on the table and closing her eyes and rubbing them in frustration.

**Ting! Ting! Ting!** went a light sound. Indy opened her eyes to see a penny lying in front of her.

"Penny for your thoughts"

Indy jumped at the voice and turned to the left to see Ben Urich standing there with a cigarette in his mouth.

"How and why do you keep sneaking up on me?"

"Kid I don't sneak….you're just terrible at knowing your surroundings" he replied blowing out some smoke.

"No I'm not…I just…I just have a lot on my mind alright."

"Hence the penny. Does it involve your story that's gonna…and I'm quoting you…blow anything I've done out of the water."

"…..yes" she replied hanging her head.

"Thought as much" Ben said with a smirk, "What seems to be the problem"

"Simply put…..ethics" she said turning to him.

"Ah yes…Ethics….I tell ya it's a bitch, I know from experience" he says while removing the cigarette from his lips and blowing out more smoke, "Although I wonder…does this ethical dilemma stem from the identity of a certain web swinging wonder?" he asked casually.

Indy's eyes widen in shock at his statement.

"How did you kn...?" she started.

"Well you aspire to be the best investigative reporter…..I am the best."

"For now" Indy replied folding her arms leaning back in her seat.

"I assume right about now you wrestling with whether or not you should reveal said Identity to the world, if you do reveal his identity it will undoubtedly put you on the spot but not only that it'll put him on the spot as well and not just in the media but with the enemies he has made."

"So what do I do?" she asked softly.

"I can't outright tell you what to do but I can give you some friendly advice"

"Which is?"

"Do what feels right, trust your instincts…..most importantly though trust your heart."

Indy nodded her head and turned her eyes back to the screen. Ben put his cigarette back in his mouth and pushed off the desk and made his way back through the Bullpen leaving Indy alone with her thoughts. The young journalist leaned forward in her seat and grabbed the mouse and began to read over her words. The more she read over them the more she decided that she didn't like them and that the feel of her story wasn't what it was supposed to be. Indy highlighted the entire story and hit the delete button erasing all of the words leaving a blank screen once again.

"Do what I feel is right…follow my instincts" she said to herself while cracking her fingers and places them on the keys of the keyboard "Let's see what am I gonna name this article…..oh…I got it…..The Masked Identity"

A smile formed along Indy's mouth and her fingers began to move across the keyboard.

* * *

**ESU: 10:05 am**

"Commencing Neogenic Recombinatior experiment number 5" Dr. Connor announced.

He, his wife, Peter, Debra and Michael were standing a good distance away from the machine. Dr. Connors typed some commands in the computer and a tri-colored beam shot out of the Neogenic Recombinator and into a medium sized chamber that had a Petri dish filled with blood. The beam hit the blood for a long minute until the machine was shut off.

Mrs. Connors walked over to the Petri dish and carefully removed it from the chamber and brought it over to a microscope that was hooked up the projector.

"I'm seeing no change in the genetic structure Dr. Connors" said Debra looking at the cells on the projector screen.

"That's not entirely accurate" Michael chimed in pointing to the left side of the screen "There is some cellular damage occurring"

Some of the red blood cells began to shake and break apart until there was nothing left but a blank screen that read experiment failed.

"Damn" whispered Dr. Connors "What went wrong?"

"Could be the amount of radiation…maybe the reptilian or human cells weren't strong enough to handle the transformation" Peter offered turning to him.

"Maybe" Dr. Connors replied in a frustrated tone, he rubbed his right stump unconsciously and he walked away from the three interns. Mrs. Connors saw the look in her husband's eyes and his tense posture. She released a sigh and quietly walked over.

"Curt I think that this is enough for today…We'll reconvene on Monday"

"Yeah, we have enough data…for today. Thank you all for coming on such short notice. Have a wonderful rest of the day" Dr. Connors said over his shoulder. He solemnly walked forward and towards the small office that was in the lab. He closed the door and he locked it with an audible click.

Peter and everyone else stared at the office door each wondering just what was going on with Dr. Connors. He looked to the right and at the wall clock and his eyes widened. He was supposed to be meeting Gwen and Liz at the Golden Theater for Mary Jane's play and he was late. If the clock was right he had just enough time to get there before the end of the first Act.

"Uh I'll see you guys on Monday, I gotta go" he said quickly turning and making his way out of the lab.

* * *

**Fisk Towers: Saturday 12:30 pm**

Vanessa Fisk opened her eyes and let out a contented sigh, she slowly rolled over in her bed and her eyes fell upon the sleeping form of Simon Williams. Vanessa had a slight hangover due to the large amount of alcohol she consumed last night but it didn't bother her that she had one because last night was her birthday celebration. She had started it off with a very fancy dinner but her dinner was soon interrupted by none other than millionaire Simon Williams the current CEO of S.W. Corporation. He was pleasing to the eyes so she played along with his flirtations and innuendos. After dinner they went out for some dancing and from there flew through the city on his private helicopter, Simon did do some talking about his company but Vanessa for the most part wasn't paying any attention to what he was saying. She was too busy enjoying her night off as the Kingpin and just enjoying her birthday. Eventually they ended back up at Fisk Towers where thankfully he didn't do anymore talking probably because when her dress slipped off no words were really needed.

Vanessa leaned on her elbow and looked at Simon; she reached over and shook him until he woke up.

"Simon"

"….hmm…good morning" he said groggily "You were spectacular"

"Yes I know but…."

Simon leaned up and tried to kiss her but she moved her head back and the motion confused him.

"I'm gonna need you to get out Simon….right now" she said with a smile.

"What about last night I thought we…." He started.

"Last night was just what I needed. I hope you weren't expecting more"

Simon remained silent for a second before he grabbed the cover covering him and tossed it off.

"No" he stated stiffly, "No of course not"

Simon bent down and grabbed his black pants and proceeds to put them on.

"Good otherwise this would be awkward" she said tossing the cover off of her naked body as well. She heaved a sigh and made her way towards the Jacuzzi in the back of the large and lavish Penthouse/office. Vanessa grabs a remote control and she presses several buttons. The Jacuzzi begins to hum and produce heated bubbles and then the 50 something inch flat screen television turns on. She carefully slides into the Jacuzzi and releases another sigh of content.

Simon finishes putting on his clothes and he walked towards Vanessa.

"So what we talked about last night is still in effect right?" he asked.

Vanessa glances at him with a confused look on her face.

"What did we talk about?" she asked.

"On the Helicopter….you agreed to assist me in keeping Stark from gutting my company" he said voice rising a bit.

"Oh….well I've changed my mind" she replied sinking a bit deeper into the Jacuzzi.

"WHA! YOU CAN"T DO THAT!" he roared.

"I just did" she giggled.

"YOU BITCH! YOU GAVE ME YOUR WORD YOU WOULD HELP AND NOW YOU'VE CHANGED YOUR MIND!"

"The truth is Simon I wasn't even listening to you last night, that's not say I wasn't already well aware about your private battle with Tony Stark but the way I see it, he's eliminating some of the competition. It's nothing personal Simon just business"

Simon grinded his teeth so hard he thought they would crack beneath the pressure.

"I won't forget this Fisk….you can be sure of that, you and Stark are going to regret crossing me" he said in a threatening tone that Vanessa brushed off. Simon stormed towards the door but Vanessa called out to him.

"Simon"

"What?" he growled.

"Smile, you're on a very short list of men who have gotten the chance to spend the night with me….you should be happy"

Simon growled and stormed out of her office making sure to slam the door behind him.

Vanessa let out a laugh and turned her attention back to her flat screen TV. She grabbed the remote and changed the channel.

"_This is Jerry Chandler coming to you live again, moments ago a yellow and green clad man showed up and began to cause absolute chaos in the middle of Times Square._

* * *

**Times Square**

"OH MY GOD!" shouted Mary Jane from her hiding spot. She, Gwen and Liz had gotten out of immediate danger but the three of them had stuck around to see the fight between Spider-man and the guy who could control electricity. Mary Jane stared in shock as the guy had Spider-man pinned to the ground and electricity whipping around his hands. Mary Jane was getting to run towards them but she was grabbed and held in place by Liz and Gwen.

"What the hell are you doing Mary Jane?" asked Gwen pulling her back and pushing her against the wall, "Are you trying to get yourself killed"

"NO WE HAVE TO HELP…" she started before she saw Spider-man yank the side of a fire hydrant off and spray water everywhere. The guy he was fighting pushed off the ground and levitated in the air. Spider-man then shot a web and swung away with the man flying after him.

Mary Jane followed them with her eyes and once they were out of sigh she heaved a sigh and backed against the wall and slid down to the ground breathing heavily.

"Uh are you okay Mary Jane?" asked Liz bending down.

"I'm fine…..just fine" she replied still looking in the direction that Spider-man went.

Despite the reassuring words coming out of her mouth Gwen wasn't so convinced, she could see the deathly frightened look in her eyes. Gwen turned away from Mary Jane and followed her line of sight which happened to be the direction that Spider-man went, she scrunched up her eyes and put a hand to her chin.

'_What was that all about'_ she thought to herself _'And where the heck is Peter?' _

* * *

**Police Precinct- After the Battle with Electro**

"Ugh….muscles still tingling from the fight" Spider-Man said to himself as he slowly scaled the side of the police precinct.

After the intense battle between himself and Electro he gathered his remaining strength and swung the villain to the police, he left him webbed up and on their door-step. He was about to swing away but then a thought crossed his mind; it was about Electro's employers the Fortunato family. He wanted to know more about these people and so he began to ascend the building and to the office of one Captain George Stacy.

* * *

**Knock! Knock!**

Captain Stacy put his pen down and got up from his seat. He walked towards the window and unlocked it allowing Spider-Man to crawl through and drop down to the ground but as he dropped his leg buckled and fell on his butt. Captain Stacy looked at him and shook his head.

"I saw the news" Captain Stacy stated.

"Yeah….calls himself Electro….he's down stairs webbed up. He can control Electricity so be careful and keep him unconscious" Spider-Man replied slowly standing up.

"My officers already know the drill. Anytime you drop someone off in a….colorful costume call the Fantastic Four so they can build a containment unit"

"Hmph….that's good to know"

"Why are you here kid?" Captain Stacy asked.

"Well during my bout with Electro he mentioned that someone was paying him to kill me"

"Well you do piss a lot of people off"

"But this is someone new…he said the people that paid him to kill me were the Fortunato Family"

"FORTUNATO FAMILY!" Captain Stacy shouted in shock.

"You know them?"

"They are a mob family originating from Sicily…..led by Don Vincete Fortunato. A very evil man" Captain Stacy said seriously.

"The voice of experience?" Spider-man questioned.

"Yeah, before I transferred to the NYPD….I was an officer in LA, where he's based and he destroyed my best friend Frank Castle"

"How?"

A dark look passed over the face of Captain Stacy.

"….Look if the Fortunato's are here then that's very bad news"

"So what do we do?" asked Spider-man.

"We do nothing…my officers and I will handle this, you need to watch your back because I can guarantee that if they want you dead….you will be"

"Thanks for the concern but I think I've proven time and time again that I can take care of myself" Spider-man replied heading towards the window, "I'll start my own investigation into the Fortunato Family and I'll be in touch" he said.

Spider-man then jumped out of the window and swung away.

* * *

**That Night- Fisk Towers**

"Why are you telling me this?" asked Vanessa Fisk leaning forward in her seat. Her eyes were scrunched up in anger and her hands were curled into a fist. About an hour ago she received a call from one of her…._'subordinates'_ asking for a meeting. So she had set up a time were he could come by her office. Once he arrived he had nothing but bad news to tell her, news that upset her yet intrigued her at the same time.

"I'm telling you this for two reasons…..one I knew the plan was going to fail and the second…..is because of loyalty"

"Loyalty" Vanessa repeated.

"If you were suspicious of me before then you have no reason to be now. I am loyal to you and only you"

"What's the price of this loyalty I wonder?" she asked with a smirk.

"…..20% decrease in your cut"

"5%" Vanessa responded.

"I'm giving you valuable information. Information that's worth at least 20%"

"5% decrease Federico…for now. We'll discuss another possible decrease later but for now all you get is 5% take it or leave it"

"…I'll take it" Don Federico Buotoni replied anger evident in his voice, but Vanessa paid no attention to it…mostly because she didn't care.

"Good, now get out….I have a call to make"

Don Buotoni rose from his seat and he quickly made his way out of Vanessa's office grumbling to himself all the way.

'_So….Fortunato is trying to horn in on my turf…..could he be the one behind the Vulture's attack as well….possibly. Well if he is or if he isn't it doesn't really matter because he will regret the day he ever came to this city' _she thought reaching for her cell phone. Along with the confidential information supplied to her by Don Buotoni he also gave her a phone number that could reach Don Fortunato, apparently his son gave it to them. She dialed the set of numbers and she waited.

**CLICK!**

"H….."

"Don Fortunato I presume" she said

"You must be Vanessa Fisk…the current Kingpin. I would ask how you got this number but I can just assume that you have your means"

"So you do know who I am…and what you're getting yourself into by challenging me" she said in a low threatening tone.

"You assume that I'm afraid of you…well I'm not. I don't fear any man…..or woman"

"Well then. This should be interesting"

Vanessa snapped her phone closed and threw it onto the desk.

"Well Vincete if its war you want…then it's War you're gonna get"

* * *

**Daily Bugle- 10:00pm**

**RING! RING! RING! CLICK!**

"Yes I know Dad I'm supposed to be home I'm on the way bye" said Indy quickly ending the call, "So….what do you think?"

Sitting at her desk was Ben Urich reading her article that she had spent the whole day rewriting. After deleting her first draft she quickly began to type up the second and it was around 12:00….during the whole Spider-man fighting some guy made of electricity that she hit her stride and typed up what she considered to be a masterpiece. Luckily for her Ben was still lurking around the Daily Bugle working on whatever story he was assigned to and she was able to ask for his professional opinion. She was waiting on pens and needles for his thoughts on her story.

"I think that you…..have good instincts and a good heart" he said with a smile.

"So what now?" she asked.

"I think you should post this on the website"

"You think….you think he'll be upset?"

"Well you stayed away from revealing his identity so no….I don't think so. If anything you'll inspire him to keep going"

Indy's smile only grew.

Ben reached into his coat pocket and pulled out his pack of cigarettes and his lighter. He put a cigarette in his lips and lit it and blew out some smoke.

"Tell me something Indy….do you really want to be the best investigative reporter and tell the stories that matter?"

"Absolutely. I want to be a journalist I think it's my calling" she replied.

"Well then how would you like to be my Apprentice?" he asked turning to face her.

"Your apprentice" she repeated with wide eyes, genuinely shocked that he would ask her to be his apprentice "Why"

"Well it seems to be all the rage nowadays and like I said you have good instincts and a good heart. If you truly wanna be the best I'll teach you the ins and outs, although I have to warn you again though, investigative reporting is very dangerous and time consuming so your parents…."

"I'll be 18 in like a month or so and I'm graduating High School next week they'll have to deal" She interrupted.

"You're not going to College?" he asked.

"College is for people who don't know what they want to do with their lives, I already know what I wanna be, so my answer to you is yes….I will be your apprentice, although can you just call me your partner…..because when you say apprentice it sounds like we're in a star wars movie"

Ben chuckled at her comment and stood up from his seat.

"See you Monday…partner" he said before passing her and heading for his desk. Indy watched him go and then turned back to her computer. She grabbed the mouse and scanned over the article one last time before dragging the mouse to the bottom of the screen and clicking the word submit.

* * *

**Elsewhere: **

Darkness that was all he could see, nothing but complete and utter darkness, beneath him he could feel the cold hard slab of the stone prison that he was locked inside and along with that feeling he could smell the stale air that wafted around him. The scent was so bad that he could practically taste it but despite all of that it wasn't what he felt, saw, smelled or tasted that bothered him, it was what he heard. He could hear everything that was going on beyond his prison and what he heard recently finally sparked something within him….his need to escape.

The words echoed loud and clear again and again and each time the need for him to escape grew with intensity.

"_WE ARE DONE DO YOU HEAR ME!" _

"Let me out" he whispered pushing himself up off the cold ground "Let Me Out"

"_I NEVER WANT TO SEE YOU AGAIN!" _

He pushed himself up into a standing position and he swayed to the metal bars of his cage and he grabbed them tightly.

"LET ME OUT!" he shouted at the top of his lungs his anger beginning to rise "LET ME OUT NOW!" he roared.

Suddenly the darkness surrounding him evaporated and light illuminated the prison. He looked around in shock at the sudden illumination, but he didn't quit his pursuit of freedom if anything it only doubled his efforts.

He took a step back and then rammed his shoulder into the metal bars rattling the cage.

"LET ME OUT GODDAMN IT!" he roared hitting the bars again with his shoulder. He took another step back and lifted his foot and kicked the bars as hard as he could, he raised his foot again and he kicked the bars again enjoying the sound of the metal groaning under every strike.

"I SAID I WANT OUT!"

**BAM!** Went his foot against the metal but this time the lock on the cage partially broke. He saw it break and he took several steps back, he ran forward and with every ounce of strength he could muster he threw out a kick and busted the entire gate off of his prison cell sending it flying back and noisily skidding down the long dungeon corridor.

Heaving a sigh he walked out of his prison and a smile formed along his mouth. After months of being in the dark…months of being trapped and forgotten Harry Osborn…..was finally free.

* * *

**End Chapter: Read and Review. Hey readers it's me Nomad88 back again with closing comments. I hope you all enjoyed the interlude and saw why it was necessary, the last chapter was so long that I had to omit all of this stuff and just focus on the battle between Spider-Man and Electro, but then I said to myself that I couldn't do that so I just had to make an interlude. If anyone was wondering about the other characters this chapter should answer any lingering questions but at the same time I hope that it only sparked new questions. Also, I see that a lot of people are wondering about the 'Marvel Knights' (Luke Cage, Iron Fist, Daredevil and Spidey) as well as the Black Cat…all I can say is that all of those characters are coming your way soon…really soon so just keep reading. Anyway, again my loyal readers I hope you enjoyed the chapter and I hope that you drop me a review and tell me your thoughts or if you have any question you would like for me to answer just leave it in the review or send me a PM message and I'll get back to you ASAP….this is Nomad88 saying later…..**

**Ps: You readers will be happy to know that I'm feeling much better, I think the worst of my cold is over so I'm hard at work trying to get Batman Beyond and Secret Warrior Spider-Man out. So please just be a bit more patient thanks….again read and review and this is me saying later…..**

**Next up: Scales of the Lizard **


	55. Scales of the Lizard

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Welcome back everyone to another exciting chapter in TSA: the Amazing Spider-Man vol 2. I hope everyone is enjoying the story so far as we are steadily progressing through chapters. Last chapter was the interlude or a better description would be the continuation of the chapter with Electro, but now we are back on track. This chapter marks the beginning of one of Spidey's classic villains…so all that's left for me to say is READ, REVIEW( A writer's main source of motivation), and of course ENJOY! Oh slight warning, the beginning of this chapter is kinda gory.  
**

* * *

**Chapter 47: Scales of the Lizard**

**Past- In the Jungle**

**KABOOOOM! BOOOOM! BANG! **Went the sound of explosions and gun fire in every direction. Along with the deafening explosions that could be heard for miles men screaming and writhing in agony in the thick lush jungle could be heard as well.

**KABOOOM!** Went the sound of another bomb going off, throwing up dirt, rocks and grass.

"MEDIC! MEDIC!" roared a man garbed in green army camouflage gear with a U.S.A flag patch on his right shoulder. He was kneeling over another soldier who was dressed like he was but he had a gaping gun shot wound in his neck, "Stay with me…you're gonna be alright….MEDIC!"

**RUSTLE! **The soldier turned around to the sound of rustling grass to see another U.S. soldier running towards him. The running soldier jumped and landed near the two of them.

"Who are you?"

"Combat Medic Curt Connors" he replied reaching into one of the many pouches on his army gear "3rd Platoon"

"Where the hell have you guys been you were supposed…?"

"Our Platoon was ambushed….they diverted us and we had to go around to get to you guys" the younger Curt Connors replied ripping open a packet with his right hand and pouring its contents on the gaping wound in the soldier's neck. Suddenly rapid gun fire started in their directions and both soldiers had to duck.

**BING!** Curt looked to the left to see the down soldier he was trying to save received a bullet through his helmet and from the hole blood was squirting out.

"NOOOOOOOOOOOOO! YOU BASTARDS!" shouted the other soldier taking his hands off of his dead friend's neck and grabbing his automatic rifle and opening fire in the direction of his enemies. Curt looked at the dead soldier and he could feel sadness wash over him but he pushed it to the side, he grabbed hold of his own weapon and began to open fire but he knew it was pointless because there were too many of them.

"WE HAVE TO GO!" he shouted to the other soldier who was still wildly firing and yelling at the top of his lungs.

"MOTHERF&*#$! YOU KILLED HIM!"

"COME ON!" Curt shouted, forcefully grabbing his comrade's shoulder with his right hand and pulling him along "WE HAVE TO REGROUP!"

The other soldier reluctantly complied as more bullets fired their way but he still fired wildly, the two began to run through the thick jungle dodging gun fire and hoping to God that they would reach Curt's platoon in time.

The soldiers came to a stop to attempt to catch their breath.

"Where are we?" the other soldier asked.

"My platoon should be between those bushes…can't you hear the shouting" Curt replied. His companion listened and he could defiantly hear the sound of American soldiers yelling orders and cursing loudly.

"Let's go then" the soldier said taking a step forward.

**CLICK!** The soldier and Curt had just enough time to look down and see the landmine right before it exploded.  
**KABOOOOOOOOOOOOOM!**

* * *

"C-C-onn-ors." came a voice in the distance, "C-onn-ors….."

"Ugh…..ah…"Curt groaned in pain, his eyes opened and the first thing he saw was a few men from his platoon surrounding him. They each had panicked looks on their faces and they were trying to talk to him but he could barely hear them…his ears were ringing too loudly so all he really heard were muffled voices.

"What…" he heard himself say. The ringing was beginning to subside as each moment passed but in the moments it took to stop, it was replaced with red hot agonizing pain.

"RAHHHH!" Curt yelled out while thrashing around.

"CONNORS BE STILL! DON"T LOOK AT IT!" shouted his commander, but Curt didn't listen he frantically turned his head to the right to see his half of his right arm blown off and bleeding profusely.

"CONNORS BE..."

"OH MY GOD! AHHHHHHHHHHHHHHHHHHHHHHHH! AHHHHH!"

* * *

**Present- Mr. and Mrs. Connors Apartment- Sunday- 1:30 am**

"AHHHHHHHHHHHHHHHH!" Curt Connors yelled shooting up in his bed while breathing heavily.

"CURT!" his wife shouted waking up after hearing his screaming. He turned to her and she could see the fearful look in his eyes and she immediately knew what was wrong with him, "You had the nightmare again…about the War" she stated sleepily while rubbing her eyes.

Curt still breathing heavily grabbed his right stump of an arm with his left hand.

"Yes…..it was about the War. God" he whispered tossing the covers off of himself and swinging his feet over the side of their bed. It's been years since the war but every now and again he would have a dream about it, but it was more like reliving a bad memory than a dream. While he occasionally relived the memory about the war there was not a day that went by that he didn't feel the phantom pain of his missing right arm.

Margaret scooted over towards him and stood up on her knees, she draped her arms around his bare neck and kissed him on the cheek and then released a sigh.

"Do you want to talk about it?" she asked rubbing his head affectionately.

His breathing slowed down incredibly at the soft caress of his wife.

"It's not anything new….nothing that I haven't told you about already" he said to her "I'll be okay, just give me a minute"

"Curt I have to ask though what's been bugging you….all week and especially yesterday at the lab you've very distant. I've been waiting for you to come to me but you haven't"

Curt shifted in the bed unhooking himself from her, he leaned against the head board and he faced his wife again. He reached up and grabbed his stump rubbing over the flesh attempting to get the pain to stop even though the wound had long since healed.

"Tomorrow is the anniversary of when I lost my arm" he said after a long minute. Margaret's eyes widen in shock and then she smacked herself in the head before sinking down in the bed.

"I should have known…How could I have forgotten…stupid" she said breathlessly. Every few years or so around this time her husband would get really quiet and very distant, she had asked him one time about why he got like that and he told her it was because he had lost his right arm. Tomorrow would be the anniversary of the actual day he lost it in that jungle all those years ago. Now that she thought about it, it would completely explain his behavior yesterday in the lab…after the 5th time the experiment failed and he locked himself in their office.

"How did I forget that" Margaret asked herself again.

Curt eyed his wife as she smacked herself in the head again; he smiled a bit at her action.

'_She is a wonderful woman'_ he thought to himself, '_God I should be over this….it was years ago but….I can't shake the pain'_ he continued gripping his stump even tighter as a another wave of pain washed over him. The more that he thought about the pain in his arm he was pulled into another memory…..the day after he had lost his arm.

* * *

**Past**

Slowly the eyes of Curt Connors opened, he let out a groan due to the stiffness of his body but he was without pain. In fact he felt good, he eyes darted around trying to figure out where he was but he didn't have to search long before he saw the unmistakable equipment associated with a hospital.

Curt sat up in his bed, his head was hurting a bit so he tried to reach up to touch it but to his surprise he didn't feel his hand. Still confused he turned to the right and that's when his eyes widen in horror, his right arm was missing and the stump was wrapped in half-bloodied white bandages.

"My…..arm" he whispered. He could see the IV just above the stump and he had to assume that it was morphine, which would explain the reason why he didn't feel any pain, but while he didn't feel any pain just the shock of not seeing his arm sent him into panic mode.

"My….arm….MY ARM!" he screamed thrashing a bit sending his heart monitor skyrocketing.

Suddenly the door opened and in walked an elderly nurse to see him panicking a bit so she calmly walked over towards him and grabbed him by the shoulders.

"Curt…listen to my voice calm down" she said softly.

"CALM! DOWN I'M MISSING MY ARM!"

"I know this is a shock but listen to me you have to calm down" she said pushing him down on the bed.

Curt took in a few breaths of air and eventually he complied with the nurses wishes and he settled down a bit but his eyes were still glued to the stump of a right arm.

"Oh My God" he whispered he finally turned away from his wound and he looked at the nurse who had a solemn smile on her face "H-How long have I been here?"

"You arrived yesterday afternoon….I'm sorry for your loss"

"Yeah….me too" he replied sadly before tears began to roll down his face.

* * *

**3 weeks Later**

Curt stood in front of the window of his hospital room staring out into the morning sun that illuminated the thick jungle foliage. It had been about 3 weeks since loosing his arm and in that week he had gone the normal process that was known as the five stages of grief: Denial, Anger, Bargaining, Depression, and final acceptance.

When he had first awoken he denied that this was happening to him…he was a good person so this couldn't be happening to him he couldn't be missing an arm, next he was anger that his denial of the situation was completely false this was reality, he would always be missing his right arm and he would be a cripple…. forever. After the first two stages immediately came the next two, he tried bargaining with God…getting on his knees and praying with all of might night after night that his arm might comeback but so far his prayers have gone unanswered…which led into the next stage…depression. The elderly nurse whose name was Rosalynda tried everything to get him out of his depression, she did her best to cheer him up….she tried talking to him, she tried getting him to go visit the other members of his platoon that were wounded like he was, she even brought him a pet, but nothing worked. He just sat in his bed barely eating.

It wasn't until Tuesday of the current week that he suddenly snapped out of his depression and he began to eat and talk.

Curt turned away from the window and he looked at the small cage next to his bed. He walked to the cage and he picked it up with his left hand and placed it on his bed. He then unlocked the cage with his left and removed his pet….a lizard, that he'd named Samuel.

Curt took his pet out of its cage and he lifted him up to his face. Samuel's tongue slithered out of its mouth. Curt smiled at the action and then his eyes turned to Samuel's long swaying tail.

When Rosalynda brought him Samuel he was missing his tail, she had given it to him as a way to break him out of his depression, she figured that they would have something in common seeing as how they were both missing a limb. Curt paid no attention to the lizard at first; it was during his second week at the military hospital that something caught his eye. Samuel's tail was beginning to re-grow. He had heard that Lizard's have healing abilities in school but to see it was amazing. As the days rolled on he studied Samuel's re-growing tail and the gears in Curt's mind began to turn.

'_What if a human had this same healing ability'_ he thought to himself placing Samuel on his bed and touching the new tail, _'The ability to…re-grow limbs'_ he continued to think. He unconsciously took his hand off of Samuel's tail and touched his still tender right stump.

**CREAK!** went the sound of the door opening; Rosalynda entered the room with the usual smile on her face.

"Good Morning Curt"

"Good Morning Rosalynda" he replied with a smile.

"How are you feeling today?"

"Better than yesterday"

"That's good to hear…I have some good news for you" she replied

"Oh"

"Yes, you're being discharged today…..they are taking you back to the states"

* * *

**Few years Later- Empire State University**

A fresh faced Curt Connors entered the quickly filling classroom. He was wearing a blue long sleeved shirt that had the right side pinned to his right stump on his arm and black pants with black shoes. Curt quickly found himself a seat and placed his books on the desk.

**CLANG!** Went the sound of his calculator hitting the ground. Curt turned to the right to see his calculator on the floor, he heaved a sigh and was about to get up to get it when a hand reached down and picked it up for him. Curt looked to see a young man a few years younger than himself place the calculator on his desk for him.

"Thank you" said Curt

"No problem. I hope this doesn't offend you but I'm a bit of a curious natured individual…..how did you lose your right arm…if you don't mind my inquiry"

"Military" Curt replied "I…was next to a landmine when it detonated."

"Oh…I'm sorry for you loss, but I must thank you for your service, you're an upstanding American" the man replied.

"Thank you" Curt replied "I'm Curt Connors by the way" he said holding out his left hand.

"Pleasure to meet you Curt….I'm Hank McCoy"

The two shook hands and turned to the front of the classroom just as the teacher entered.

"Good Morning Class and welcome to Advanced Genetics"

* * *

**Present**

Curt shook himself out of the memory at the sound of his wife calling his name.

"Say that again Margaret"

"I said do you want me to cancel the experiment in the lab tomorrow with the interns?" she asked.

"No." he said looking at her "No I'll be fine….I just need something else to think about…." He said before letting a sigh. He looked at her and a sense of relief cut through the sadness that was gripping him. He shifted forward until he was lying on top of his wife. He ran his fingers through her hair and then down the side of her face, she in turn ran her hand down the side of his face. The husband and wife stared lovingly into each others eyes before they slowly closed their eyes and leaned down and captured each others lips.

* * *

**Across Town: Parker Household 1:45 am **

"God….I'm exhausted" said Spider-Man softly dropping to the attic floor, he removed his mask to reveal the face of Peter Parker, "What a day…what a night actually" he continued plopping down in his chair. He had just gotten back from another hectic training session with his _'teachers'_ Daredevil and Iron Fist. While training with them put quite a toll on his body he had to admit that he was getting better. Initially he just went to go see Daredevil to see if he knew anything about the Vicente Fortunato and his family but DD didn't know anything about them, so he was back to square one. Peter let out another groan as he reached down and grabbed one of his boots and took it off of his foot. From there he took off his other boot and then he took off the rest of his costume and tossed it in the corner. Peter looked at his computer and he slides his chair over to the machine and moved the mouse.

"Well, let's see what I can find on the internet about the Fortunato Family"

* * *

**Grand Central Station: 1:45 am **

**SCREEEECH! **Went the sound of the brakes on the train gripping the metal tracks. The conductor made sure the train was completely stopped before grabbing the handle and opening all of the doors. The train employees stepped off first and then began to help the people on the train off in a nice and orderly fashion.

"Welcome to Grand Central Station in New York City we thank you for traveling with us" the employees said as each person got off the train. A mix of Children, Teens, Young Adults, Adults and the Elderly exited from each of the cars on the train.

"Welcome to Grand…."started one of the employees before he got a look at the passenger that was about to get off. It was a scary gruff looking man that stood at about 6'1, medium length dark hair, brown eyes, and a mean 5 O'clock shadow. On his face there was a long scar that looks like it defiantly hurt when he received it. The man had an imposing physique that was covered by a long brown trenchcoat. He had black combat boots and black gloves. The imposing man was none other than Frank Castle aka **The Punisher. **

Frank shifted his heavy duffel bag strapped across his chest and then eyed the train employee. The young man shied away and Frank smirked a bit, he passed him and then continued on his way.

* * *

**Outside**

He reached into one of his pockets and removed a pack of cigarettes and a lighter, he took one out and he light it just as he stepped outside Grand Central Station and into the hot night in New York City.

**WHOOOO WHOOO WHOOO** went the sound of police cars flying by, Frank look at the cops cars and blew out some smoke.

"It's like I never left" he said to himself before turning to the left and walking away into the night.

* * *

**Somewhere in New York**

Slow even breaths was all she took, all of her senses were alert and her poster suggested that she was relaxed but it was quite the contrary…she was poised…..ready to attack at any moment. The calm yet poised warrior sat in the center of circle that was surrounded by lit candles which illuminated the pitch black room she was occupying. Quicker than the eye could see she stood up and thrusted out a kick behind her, the wind from the forceful kick blew out two candles. The female warrior unsheathed two Sai's from her side and twirled them around and threw out two quick attacks blowing out two more candles. She retracted her hands and held them in a defensive position slowly stalking around the circle until she suddenly rolled forward and thrusted out two more quick attacks with her Sai's before spring up in the air backflipping and landing in a crouch and throwing a roundhouse kick blowing out several more candles in the process. All the while she was blowing out the candles with her attacks not one sound was made, each of her attacks were silent…..and deadly. She turned her blue eyes the remaining 3 candles, she did a hop and then corkscrewed in the air and threw her Sai's. The weapons sailed towards the three candles. The middle spike of the Sai's speared through the candles on the left and right with the end spikes speared through the center of the middle candle effectively putting them all out leaving the woman warrior in utter darkness.

She remained in the dark for a long minute before the silence was broken by her voice.

"Lights." She stated. The lights in the room turned on to reveal a gym/training room but not only that the light revealed that the room was filled with ninjas in red outfits and their eyes were locked on their leader…..Elektra Natchios.

"Report" she said walking towards her weapons.

A hand ninja stepped forward and dropped to a knee and put his hand over his chest and bowed his head.

"My leader we have been following the Spider-Man and Daredevil at your command"

"And what have you discovered?" she asked

"Both are…..difficult to follow" the hand ninja repeated.

"I expected as much from Daredevil…tell me about Spider-Man"

"He is swift and can cover great distances in a short amount of time…even our best scouts can not follow him while he is in the air…but we've managed to figure out his swing pattern around the city"

"Good….we can set a trap for him"

"That's what we were thinking as well…..my leader" the ninja replied.

"My injuries have healed themselves so we will move soon…go….and wait for my word" she stated turning to the ninja speaking but to her slight surprise neither he or the other ninja's moved, "Is there something else?" she asked with a raised eyebrow.

"How much longer are we to serve this…Vanessa Fisk?"

Elektra stood still and eyed the ninja, her beautiful blue eyes roamed around at the other hand ninjas who were awaiting her answer. She could tell from the sound of his voice that working for Vanessa is not something he or the others enjoyed and to be honest she didn't enjoy it either but what they do isn't about enjoyment….it's about money and in the current state of their organization they needed money and Vanessa had plenty of it, so for now they needed her just as she needed them.

"Not much longer….I shall contact Snakeroot to see if the money we have gathered is enough to further our plans but until then she is our employer and we will uphold our end of the deal…is that clear?"

"Yes, my leader" he replied

"Now all of you….leave me" she stated.

As the words left her mouth the hand ninjas melted into the darkness and vanished without a trace. Elektra watched them disappeared and once she was sure they were gone she sat down on her knees. She then closed her eyes and began to breathe slowly and steady sinking into a relaxed mediation.

* * *

**Later: 4:00 am: Connors Apartment **

Curt Connors lay wide awake in his bed, he was a bit tired from the vigorous activities he and his wife finished not too long ago but while sleep claimed her, sleep eluded him. He turned his head to the left and his eyes roamed over his sleeping wife.

'_She really is a wonderful woman'_ he thought to himself rising up on his left elbow slightly. Curt let a small smile grace his lips; from the moment that they met at Empire State University they had a certain chemistry that was undeniable. When they had their first kiss after their second date they both knew that they had found someone special and the relationship had the potential to be something that poets write about, for Curt though he already knew that he was in love with her. He knew it because of the way she looked at him and how she treated him. She looked and treated him like he was a full man….not the half man that he knew himself to be….or at least that's how he felt about his situation. He racked his brain for a moment and never once in the many years that they've been married did he ever remember her treating him like a cripple, it was like she didn't even notice that he was missing an arm, even when they were dating it was like she didn't see it…..or she just didn't care, Curt was inclined to think the latter. He leaned up a bit more and brushed some hair out of her face with his left hand.

He released a sigh and then looked at his right stump, his face scrunched up into a scowl at the sight of it…..while his wife saw a full man, he didn't, he saw a cripple. Every morning he would stand in the mirror and he would see nothing but a one armed cripple. Over the years he had tried to see someone different but every morning was the same and he was sick of it…he was sick and tired of being deformed….he wanted to see himself the way that Margaret saw him and the only way that was going to happen is if he perfected his experiment with reptilian DNA.

Curt reached over and removed the covers from his body and he carefully got out of his bed trying his best not to disturb his wife. He bent down and grabbed his shorts and put them on and then made his way out of their bedroom.

* * *

**Guest Room**

Curt entered the guest room and he flipped the switch illuminating the room. The guest room was obviously not a room for guest; the room was filled with chalk boards that were filled with equations written down by Curt and his wife Margaret. Research papers about reptiles, DNA, fusion, and chemicals littered the floor and walls of the room. Boxes of information were under the wooden tables on the far side of the room. This was the workroom that the Connors used when not at their lab at ESU. Curt looked around the room and his eyes landed on a chalk board that read: Human Trial Testing. There was some equations written under the heading but at the bottom of the board in his wife's handwriting were the words: NOT READY written boldly. Curt studied the words and the numbers and symbols on the board. As he was looking at it…..he was suddenly hit with a thought as to what the problem in the experiment could be.

"Stability…..the problem is stability" he whispered to himself looking at the board. He put his hand to his chin and he looked at the equation again, really looked at it and it was then that he realized that stability was the actual problem. He then looked around the room and at the other equations written on the chalk boards and it only confirmed his thought.

"How could I have been so…MARGA…!" he started before stopping, "No, I'll let her sleep….but it's so simple….STABILITY!" he stated. Curt stepped to the right and grabbed an eraser and brought it back to the board in front of him and began to erase everything written. Once that was done he picked up the chalk and began to furiously scribble notes on the board.

* * *

**Monday- ESU**

Peter ran up the steps of ESU's science building trying his best to shield himself from the rain. He quickly entered the building and shook the rain from his clothes and hair.

"It's really coming down out there" he commented glancing behind him and looking at the dark skies and heavy rain, "Been like this all day…..good thing there hasn't been anything going on….other than the usual of course but nothing that the police can't handle." he continued while walking through the hallway and towards the lab _'My only concern for a change is this reptilian DNA project, definitely a tricky one' _he thought to himself reaching the door and going inside.

* * *

**Connors Lab**

"He's here finally" Debra commented seeing Peter walk through the doors and down the steps.

"So I guess you didn't take my advice and give sesame street a call" he replied dryly.

"I see you still didn't take my advice and shut up"

"Must we go through this every time?" asked Michael shaking his head at the both of them.

"Good afternoon all of you" Dr. Connors called out quickly walking towards them with his wife right behind him, "Over to the projector please…quickly"

"Someone is in a better mood" said Peter walking to the projector with Michael and Debra next to him.

"You are correct about my mood Peter, I think…we think we've found the problem as to why the experiments keeping failing" he said starting up the projector. His wife handed him a few transparent slides and he took them and put them into the projector.

Peter, Debra, and Michael looked at the screen and at the notes scribbled on the slides; they each studied them for a moment until it was switched with another image of red blood cells.

"Can anyone tell us what the problem…?" Started Mrs. Connors before being interrupted.

"Stability" the three of them said at the same time, they glanced at each other and then back at the Connors.

"Exactly" Dr. Connors replied "You see my interns the problem is exactly that stability…..You have Reptilian DNA and Human DNA, we're trying to combine the two together which is what the Neogenic Recombinator does but the problem is that once the two Genetic structures are put together they get…..for lack of a better word….confused. The cells get confused as to whether they want to be full reptilian or full human and as a result of the confusion…stability is lost and the experiment fails"

"So we must find a binding chemical" said Michael putting a hand to his chin "A third party to perfectly translate the combined genetic structures into what we want which is a human with healing traits of a reptile" he continued.

"Precisely" Dr. Connors replied.

"Curt and I spent all day yesterday compiling a small list of possible chemical agents that could suit our purposes" Mrs. Connors stated walked towards a table and grabbing a few sheets of papers and handing them to Peter, Debra, and Michael.

"We are on the verge of something great here people…..something that…..will help mankind, those who have been injured in car accidents….or wounded veterans" he said unconsciously touching his lost arm.

"What he's trying to say is that…a lot people are counting on this experiment let's try not to let them down" Mrs. Connors finished.

* * *

**2 hours later**

Peter sat at his station looking at the slip of paper that Mrs. Connors had given to him. So far on his list he had tried 2 of the chemical bonding agents and he was met with failure in each of them. They weren't strong enough to handle such a jarring transformation. He let out a sigh and the turned around in his chair. Debra and Michael where using the neogenic recombinator on their latest experiment trying to see if their list of compounds would hold the transformation together but from the looks on their faces they've been met with failure as well. He shook his head and then turned back to his station and leaned on the desk.

"I don't think any of these compounds will be strong enough" he whispered to himself picking up his sheet of paper and looking at the list again "But what chemical compound is though…the ones I've tried already are some pretty strong stuff. At least I think they are, some of this stuff I haven't even heard of before…maybe I should do some re…sear…" he started before his eyes drifted to his right hand. A small spider had crawled along the table and onto his hand.

"Hey there little guy" he said holding his hand up to his face and looking at the spider. "You know a few years ago if you would've crawled on me I would've been hysterical…I mean it would not have been pretty. I'd be jumping up and down like a crazy person but now….seeing as how I'm a human spider….you and me…wait…..wait…..I'm a human spider"

Peter's eyes widen in shock as realization hit him like a ton of bricks. He gently lowered his hand to the ground and allowed the spider to crawl off and away.

'_How could I have missed it…..I'm the experiment we're trying to do….well not exactly my DNA has been changed to match that of a spider but the concept is the same'_ he thought to himself. Peter glanced over his shoulder to see that everyone was preoccupied so he took the opportunity to grab two empty vials and a syringe and slip them into his the sleeve of his green shirt.

"Hey I gotta run to the restroom real quick…so that's where I'll be….you know if anyone needs me" he said getting up from his seat and heading to the bathroom, luckily for him no one was really paying attention.

* * *

**Restroom**

Peter entered the restroom and he locked the door. He quickly checked the two stalls to see that no one was inside of them and once that was done he went to the sink counter and emptied his sleeves.

He rolled up his left sleeve and then picked up the syringe.

"Okay" he said making a fist and drawing some blood from the vein that was popping out in his arm. He filled up the syringe and then put the gathered blood into one of the empty vials. He then did the process over again for the second vial.

Once both vials were filled with his blood he threw the syringe away and hid the vials in his pocket.

"That wasn't so bad" he said looking at himself in the mirror, but suddenly as he was looking at himself in the mirror there was a brief flash of a silver haired woman with a blindfold over her eyes and a red and black dress with a white spider emblem going in all directions standing behind him.

Peter jumped at the flash and turned around but there was nothing there. He rubbed his eyes and stared into the mirror trying to see the flash again but all he saw was his own reflection. He would be concerned but his spider sense didn't alert him to any danger so he brushed it off.

"Weird…..must be working too hard" he said shaking his head. He unlocked the restroom door and he headed back to the lab.

* * *

**Across Town**

"DAMN!" Madame Web cursed loudly her voice echoing around her drastically altered apartment. She was sitting her spider web shaped throne with her hands linked together, "I didn't reach him in time…Astral Projection is harder to master than I first thought. Foolish boy…..he has no idea what he's about to inadvertently unleash"

* * *

**ESU- Lab**

Peter added a few drops of his blood into a Petri dish and then he put some of blood samples of an unnamed subject human subject and then some of Samuel's reptilian blood. He then took the Petri dish over to the neogenic recombinator chamber and placed the dish inside. He backed out and went to the machine and he turned it on. A tri-colored beam fired out and onto the sample. He shut off the beam and he carefully removed the sample from the chamber and brought it back over to his work station and put it under the microscope.

Peter placed his eyes on the sockets and he peered through. A slow smile graced his lips.

"Oh my God" he whispered to himself. The cells in the Petri dish were fully stabilized…working together, "It worked…..my blood…..it's the key" he said raising his head and smiling but as he was smiling his mind drifted to a small fact he was overlooking about his blood….it contained OZ.

Peter's smile melted from his face as he realized that he couldn't use his blood because of the OZ and its corruptive properties.

'_Damn it….that's right. The OZ….enhanced the spider and the spider enhanced me, but what would happen if my blood was mixed with this stuff….could the person begin to go insane like Norman Osborn…and possible Harry. While I'm on that subject could I still go insane…..there are too many variables, I haven't really had a chance to fully study what has happened to me, I don't even know the full extent of my own abilities so how I can I pass it on to someone else. I can't do this, but...I feel fine, If I was gonna go crazy wouldn't I have done it by now. Maybe nothing is wrong with me and this might be a way for Spider-man and Peter Parker to help more people and from these result it says everything his normal…but can I risk it though….dammit…another dilemma, just what I need'_ Peter thought to himself while looking at the Petri dish.

"Hey Parker how is your experiment going" came Debra's voice walking over towards him.

"Failure" he said quickly trying to shield her away from his work station.

"Damn…this thing is a pain in the ass. What chemical compound did you use?" she asked trying to see over his shoulder but he kept blocking her.

"I've just been following the list Debra same as you, I'll let you see it once I've finished okay….now could you please?"

"Alright Alright you don't have to be so pushy Parker I was just trying to be friendly" said Debra turning and walking away.

"Great, she managed to make me look a jerk" he said under his breath while shaking his head.

"Okay Interns I think that's it for today" Dr. Connors called out, "We've made some great strides today but its getting late and the rain is only getting heavier, so clean up your stations and we will see you all tomorrow"

* * *

**Few Minutes Later**

Peter placed his Petri dish and vials of blood in his locker and he closed it, he released a sigh and began to make his way towards the exit.

'_Maybe I just need to sleep on it….It could be possible that I'm just over thinking things….I mean what's the worst that can happen' _ he thought walking up the stairs and out of the lab.

* * *

**FWASH! **A small flash of light happened in the lab and the Beyonder appeared in one of the seats. His flash went unnoticed by the occupants in the room because he didn't want them to see him. The Beyonder eyed The Connors, Michael and Debra and a smiled formed along his mouth.

"Humans, such a laughable race of beings. Their primitive science….it is as if I'm watching infants play with blocks" he said to himself. The cosmic being turned his head to the left and looked at the door where Peter exited out of just moments ago.

"So…Madame Web's little hero wants to help people huh….well let's spice a few things up shall we and see if he's still in a…..helping mood. HAHAHA"

**FWASH!**

* * *

The Beyonder appeared in another flash but only this time he was standing next to Debra Whitman who was washing out her supplies in the sink. He smiled at her and then leaned real close into her ear.

"Peter Parker is trying to take your position" he said lightly in her ear. Upon hearing his voice Debra stopped washing her supplies.

'_Peter Parker is trying to take my position'_ she thought to herself.

"He is hiding something, you can feel it" said the Beyonder.

'_He's hiding something….I can feel it'_ Debra thought to herself again.

"It's in his locker"

'_It's in his locker'_

Debra turned off the water and she looked around. She saw that Michael was busy cleaning his station and the Connors were in their office. She swiftly made her way over to Peter's locker and she grasped the combination dial.

"What is the….." she started.

"8, 15, 19, 62" The Beyonder stated.

"That's right its 8, 15, 19, 62" she said to herself putting in the 4 digit combo.

**POP! **

The locker opened and Debra peered inside, she saw the Petri dish and the two vials of blood.

"Take it and rightfully claim your position in history. Don't let Peter Parker take all of the credit"

Debra reached in and took the Petri Dish and a one of the vials of blood; she then closed the locker and walked away.

The Beyonder watched her go and a smile formed along his mouth.

"Humans…HAHAHAH….such gullible and easily influenced creatures...HAHAHAHA" he laughed before vanishing in a flash of light but even though he was gone his laugh still lingered throughout the area.

* * *

**Connors Office **

"We made some great progress today Curt"

"Yeah we did but not the progress I was hoping for" he shot back.

"Curt….you found out the problem, that's a huge step…..a major step up from last week when we didn't even know what the problem was….you should be happy" said Mrs. Connors running her fingers through her husbands hair.

"You're right…you're always right" he said grabbing one of her hands and kissing it.

"And you're just now noticing it" she replied with a smile.

"Careful Margaret…your ego is started to show" he joked. She playfully swatted him on the arm.

"DR. CONNORS! DR. CONNORS! COME HERE NOW!"

"That was Debra" said Curt jumping up from his seat and running out of the office.

* * *

**Lab**

The Connors ran out of their office to see Debra at her station looking through a microscope.

"What is it?" he asked running over to her.

She lifted up her head and looked at him with a smile on her face.

"LOOK!" she said moving out of the way.

Curt sat down in the seat and he peered through the microscope and at the Petri dish.

"OH MY LORD!" he shouted

"What is it Curt?" asked his wife.

"She did it…..DEBRA DID IT! FULL CELLULAR STABILITY!"

"WHAT?" yelled Mrs. Connors gently pushing her husband out of the way and peering through the microscope, "OH MY GOD!"

"How did you do it Debra? HOW!" asked Dr. Connors frantically.

"I-I-I…." she started, _'I can't let Peter take all of the credit for this….this is my shot to be a part of history' _she thought to herself before putting a smile on her face, "I just followed your list Dr. Connors."

"Show Me" he said.

* * *

**Later that Night**

Curt laid wide awake his bed that he shared with his wife who was sound asleep. Once again sleep escaped him but this time it was because of excitement. After years of studying, researching, countless hours of experiments that have been met with failure he had finally found what he had been searching for…..a cure for his disability. He turned his head to the right and looked at his stump and for the first time in a long time it didn't hurt.

When Debra called him over to see her discovery he made her go through every step again from the top and every time they were met with success. So far they had re-created the experiment five times. Curt immediately wanted to jump into human testing but his wife, once again being the voice of reason said they needed more data, and she was right. More data is needed…such as how long does cellular stability last or for what type of wounds could the serum heal plus a plethora of other questions that they had spent half the night wondering. His wife only just went to sleep but he couldn't….wouldn't sleep at a time like this. His dream, his wish was so close and he had a burning need to see it come true.

Curt turned his eyes to wife and he leaned over and kissed her on the head and then quietly got out of the bed.

He went to their closet and he grabbed a pair of pants and a shirt.

* * *

**THROOM! THROOM! THROOM! **went the sound of the thunder.

"AH!" gasped Mrs. Connors jumping in the bed. She looked around the darkened room for a second before collapsing back in the bed.

"Just the thunder" she said breathlessly, she closed her eyes and then rolled over in her bed and scooted over to where her husband was usually sleeping but in his place she felt a sheet of paper. Mrs. Connors opened her eyes to see Curt's spot empty, she leaned up in confusion. She shifted to the lamp on her side of the bed and turned it on and read the note.

"Couldn't Wait…..Sorry" she read out loud. Realization took over as the words of husband sunk into her mind.

"CURT YOU STUPID SON OF A…." she growled angrily throwing the covers off of her and jumping out of the bed.

* * *

**ESU**

**THROOOM! THROOM! **

Curt Connors stood in his lab with a syringe filled with the serum that he had spent a better part of his life trying to perfect. He put the syringe close to his arm letting the needle hover next to the flesh for a second.

"What am I doing?" he asked himself "This is Dangerous….but if it's so dangerous why does it feel so right. I've….we've done the math, this will work. I know it will"

Curt steeled himself as he plunged the syringe into his arm and pushed down on the plunger sending the serum coursing through his veins. He removed the needle and placed it on the counter.

At first he couldn't feel anything but after a few seconds his vision began to swim slightly. A sudden dizziness over took him and he swayed. He caught himself on the edge of the counter before he could fall but his dizziness continued and only intensified as the seconds rolled on. A searing fiery feeling bubbled deep within Curt's chest.

"ERRRRGHHHH!" he grunted hunching over the counter. The fiery feeling in his chest traveled from his chest to his right shoulder and then his right arm.

"ACK!" he shouted falling down to the ground writhing in agony. The stump of his right arm painfully split open. Curt fought through the pain and opened his eyes and looked to the right. His stump was split wide open and from the open wound a solid white tendril began to emerge.

Curt gritted his teeth as he watched more white tendrils seep out of his split open stump. The tendrils began to twist and join together and slither out even more. Curt's eyes widen as he saw the tendrils bind together to form his Humerus arm bone, they continued on and formed his elbow joint and then his radius and ulna bones. The pain was still excruciating but Curt was too fascinated in seeing his hand bone and finger bones grow back. Once the bones of his lost arm had formed his arm began to shake as muscle tissue sprouted from the stump and encased the bones, along with the muscles the veins and arteries snaked around the arm as well. Lastly the tan skin of Dr. Connors began to appear over the exposed muscles and veins. It started from his stump and it continued all the way down towards his fingers until completion. The searing fiery feeling slowly subsided and all that was left was Curt's newly formed and functional right arm.

For a long minute Curt didn't say or do anything, he laid still in his spot staring at his new right arm. The first time in a long time he could actually feel it, feel the hairs standing up, the goosebumps, and the cool draft of wind on his skin. He flexed his fingers marveling at how they moved and responded to his commands, it was as if he never lost it at all.

"Ha...ha…hahahahahahaha IT WORKED!" he shouted at the top of his lungs grasping his right hand in his left. He inspected his arm with his left hand and sure it enough it felt real, he put his hand to his face and he could feel his face, "IT WORKED! Thank you God…..Thank you so much"

**SLAM! **

"CURT!" shouted Mrs. Connors bursting into the lab. She looked around and she saw her husband on the floor. She quickly made her way down the steps and towards him.

"Curt you idiot you…." She started before she looked at his right arm and gasped in shock.

"It worked Margaret, my arm….I can feel it" he whispered to her reaching his new arm up to her face and cupping it in his hand for the first time. Margaret reached up and touched the hand for herself and it felt real and it even had his scent.

"This is…This is unreal"

"It's a miracle" he responds looking her in the eyes. She smiled at him because she could see the joy in his eyes. She had always known that loosing his arm bugged him a whole lot more than he let on but she didn't want to pry and she knew that he knew she didn't care about his missing arm, but she could always tell that there was a piece of him missing literally and figuratively and the happy look in his eyes told her that he had just gotten that piece back but just because he was happy didn't mean he wasn't going to hear an earful. Margaret slapped him in the head and put a scowl on her face.

"I CAN'T BELIEVE YOU DID SOMETHING THIS STUPID CURT!" she growled standing up and beginning to pace back and forth, "You could've killed yourself….you could've…."

"Margaret calm down" he said standing up.

"CALM DOWN!"

"I know what I did was risky but…..I felt….I knew that this was the right decision. We've planned and calculated everything to the T…"

"You don't know that, there could be something that we missed or overlooked….we needed more data Curt you needed to be more patient"

"I'm through being patient Margaret…I've been waiting for this for years. YEARS! And now that painful wait is finally over…..LOOK!"

Curt held up his arm again for her to see.

"I see it Curt….and it's amazing but we were months…maybe a year away from human testing. I just…you could've been killed and if I had lost you I…" she began before hanging her head low. Curt stepped towards his wife and pulled her into a hug, a real hug with both of his arms wrapped around her tightly.

"I'm sorry I scared you but I had to do this. I had to, but rest assured though I'm fine, see me here, nothing bad is going to happen. I promise" he said reassuringly to her. Margaret let out a sigh and hugged him back.

"I hope your right"

* * *

**Next Day**

Margaret opened her eyes and the first thing she saw was an empty spot again. She lifted her head up and looked around the bedroom but she didn't see him anywhere.

"Curt!" she called out rising from the bed. She exited the bedroom and went into the spacious living room, "CURT!"

"OUT HERE!"

Margaret turned her eyes to the open window on the far side of the living room, she scrunched her eyes up in confusion and went over to the open window and looked outside.

* * *

**Outside **

"CURT WHAT THE HELL ARE YOU DOING!" she shouted in panic. Dangling off the edge of their fire escape was Curt Connors doing pull ups.

"What does it look like dear…..78…79….80….WHOOOO! FEEL THE BURN!" he shouted in Joy.

She carefully exited the apartment and stepped onto the wet fire escape.

"Margaret I haven't done a pull up in years…now look at me" he said continuing to do his pull-ups.

"CURT WE'RE 10 stories up GET BACK ON THIS SIDE!" she growled

"I will just after I finish….97…98…99….100"

Curt finished his set and effortlessly pulled himself up and over the edge of the fire escape and he picked up his wife.

"Curt what the hell is wrong with you…are you insane"

"No Margaret I'm…..I'm…I'm good. I feel better than I've ever felt in my entire life" he replied smiling at her, "Hey….I'm gonna go to the gym"

"Gym?" she repeated "Curt no…we need to get to the lab and run a full diagnostic on you and…" she started before he crushed his lips to hers.

"And you can later….gym first" he said climbing through the window and back into their apartment.

She looked at his retreating form and then over the edge of the fire escape.

"Didn't you have a fear of heights?" she asked out loud

* * *

**Midtown -YMCA**

Curt walked through the Gym passing all of the other people working out until he reached a free bench press. He smiled and put his towel on the bar and then went to go get some weights.

At first he grabbed two forty five weights and put them on the bar. He laid down and easily benched press the 90lbs. He looked at the weight and then at his hands specifically his right hand.

"More"

* * *

**5 minutes Later**

"Jesus" whispered one of the men standing in the circle that had formed around Curt Connors, "How much is that"

"Gotta be at least 600lbs and counting"

Curt slapped on the last 5lb weight and then laid down. He grasped the bar and he pushed up. The weight was a bit much but he could handle it, he lowered it down letting the bar fully touch his chest and then quickly pushed up and then returned the weight back to the rack.

"WHOOOO! YEAH!" cheered the men in the circle at him easily bench pressing the weight.

Curt smiled at their cheers and then leaned up.

"Easier then it looks fellas" he said

"Hey man what's your secret….I've been trying to get to that weight for years"

Curt looked at the man and his smile only grew.

"Genetics" he stated simply.

* * *

**Later that day ESU- 4:45pm**

**THROOOM! THROOOM!** Went the thunder. Lightening illuminated the sky and the rain fell even harder soaking Peter even more.

'_Damn…what is this…it's May. The rainy season is supposed to be over' _he thought to himself running up the steps and then entering the building.

Peter ran down the hall while checking his watch.

"Damn I'm late….stupid car jackers" he said under his breath reaching the door, but before he entered he stopped and looked at it, he could hear loud music playing as well as voices.

"The hell" he commented before walking through the doors.

* * *

**Lab**

Peter walked into the lab see Michael and Debra toasting Champagne glasses and Dr. Connors and Mrs. Connors waltzing around the lab. He did a double take as he saw what was happening before him.

"Wow…didn't realize the twilight zone was real"

Dr. Connors turned his head to the entrance and he saw Peter making his way down the steps.

"There he is…the last member of our group…Peter Parker come, join in on the Celebration" he said over the music while stopping the waltz with his wife and walking over to the very confused Peter. He grasped Peter by his shoulder and smiled at him.

"What are we celebration?" he asked with a raised eyebrow.

"Success my young scholar"

"What?"

"Peter…yesterday I only had one arm"

Peter looked at Dr. Connors and sure enough he had two arms.

"OH MY GOD!" he shouted looking at Dr. Connors new right arm, "How is this…..WHEN DID THIS HAPPEN!" he asked gawking at the arm.

"Right after you left last night" Michael answered "Debra found the right chemical mixture" he continued giving her a quick kiss on the cheek.

"Well, I don't want to take all of the credit I mean you and Peter deserve some…..but I deserve the most though"

"Oh how modest of you" Peter threw out sarcastically before turning back to Dr. Connor's arm, "Wait…yesterday…you found the answer yesterday…and you tried it on yourself Dr. Connors that was extremely careless of you"

"I told him the exact same thing" Mrs. Connors chimed.

"Science is all about risk" Dr. Connors counted draping his right arm around Peter's shoulders "I don't know about all of you but I am starving…let's go out to eat"

"Go out…Curt you promised we would go over your diagnostics" said Mrs. Connors.

"And you did do a diagnostic, the computer is running it now but it'll be another 2 hours before it's done and I'm hungry now so let's go out"

"But Dr. Connors it's raining" said Debra

"Debra trust me when I say this…there are worst things that can happen to you than getting a little wet. Now let's go"

* * *

**Prescott's Barbeque and Grill**

The small group of scientist sat in their booth waiting for their waitress to arrive to take their order but in the mean time they were each enjoying themselves in pleasant conversation. Peter couldn't help but smile as he saw the happy faces of Dr. Connors, Debra, and Michael, the only one in the group that didn't seem to be happy was Mrs. Connors. She would give a half smile and a laugh or two but it was obvious that something was wrong with her and it was most likely something to do with Dr. Connors trying the serum.

'_Who could blame her, Dr. Connors testing whatever serum Debra created on himself'_ thought Peter, but he didn't have time to dwell on it because it was then that their waitress came into view and it was someone Peter recognized.

"Hi my name is Tabitha and I'll be your waitress. Sorry for the wait kinda busy in here baseball season and all" she said looking at each of them before her eyes landed on Peter. Her eyes scrunched up in confusion for a second before she recognized him.

"Hey it's you…. long time no see huh? I see you're just as cute as I remember" she said pinching his cheek.

"Hi…Tabitha" he replied.

"Uh excuse me can we order Please?" asked Debra

"Oh Sure! What can I get you folks?"

"I'll have the steak, barbeque pork ribs, the heart-attack burger and a side order of barbeque chicken" said Dr. Connors.

"Since when do you eat like that?" asked Mrs. Connors

"Since I've found a taste for it Margaret" he replied.

"Cool. Anything else?" asked Tabitha

Mrs. Connors order herself a light meal and Debra did the same, Michael ordered himself some grilled chicken and Peter ordered a burger.

"I'll be back with your orders in a bit" she replied with a smile before walking off but not before winking at Peter.

"Since when did you become Casanova?" asked Debra.

Peter smirked and then shrugged his shoulders.

* * *

**Kitchen **

"Hey Rodriguez you got another order" Tabitha called out placing the order sheet on the spinning rack.

**BAM! **

Tabitha turned to the swinging wooden door to see her best friend Lana Baumgartner enter the kitchen. She was wearing the same waitress outfit that Tabitha was wearing but her hair still had blue streaks in it.

"God I hate Baseball season" she commented to her best friend before placing her order on the spinning rack "Hey Rodriguez you got another order"

Rodriguez rattled off a few curse words in Spanish before reading the order.

"Hey guess what"

"What?" Lana snapped.

"That guy you were locking lips with at that party a month and some change ago is here"

"Wait you mean…."

"Yeah the guy that didn't call you back"

"Which table?" she asked.

"Booth 8" Tabitha replied.

Lana turned around and she pushed the swinging door open just a bit and she peered into the crowded restaurant. Her eyes searched through the crowd until her eyes landed on Booth 8 and sure enough there was Peter.

"He's still cute too" said Tabitha putting her chin on Lana's shoulder, "So what are you going to do?"

The girls watched him for a second and it was then that he got up from the Booth and headed towards the restroom.

Lana let a smirk cross her lips before she walked out of the kitchen.

* * *

**Restroom**

Peter hit the lever on the toilet and walked out of the stall and towards the sink. He got some soap and turned on the faucet washing his hands, but while he was doing that he happened to glance up in the mirror and he recoiled in shock because standing behind him was Lana with her arms folded and eyes narrowed.

"LANA!" he exclaimed before turning around, "What are you doing here?"

"I was wondering the same thing about you" she replied taking a step forward.

"Uh….my bladder was full."

"And I work here"

"This is the men's room you can't be in here"

"And yet I am. Do you have any idea how long I sat by the phone" she growled slightly taking another step forward and jamming her finger into his chest.

"Judging by how pissed you are I'd say it was a while"

"You got that right jackass, so before I punch you in the face I would like to hear your excuse"

"Um...Um…" started Peter his mind frantically trying to search for an answer to the irate girl's question.

The truth of the matter was that he had honestly forgotten to call her he remembered her number it just completely slipped his mind to pick up the phone. She had given him her number and then immediately after that he was attacked by a man made of water who called himself Hydro-Man and then the next day…..no, a few hours later he was locked in a intense battle with insane Doctor Octopus and after that he had just forgotten, but of course he couldn't tell her about any of that and he definitely couldn't tell her that he had forgotten to call her.

'_So what do you do Parker….you lie through your teeth' _

"I lost your number" he told her after a minute hanging his head.

"What?"

"Yeah…I-I lost your number. After you gave it to me I kinda got into a fight with that guy made of water"

"Morrie….that's right I remember now"

"Yeah well you wrote your number in my hand and it kinda washed away" he said nervously rubbing his neck.

Lana studied him for a moment before she shifted in her spot, the slight scowl on her face softened.

"Okay fine, I can believe that"

"Good"

The two teens stood there looking at each other for a second.

"So..." started Peter.

"So" she repeated

"How have…" he started before the restroom door burst open and very plump man entered the restroom. He pushed passed the two and stumbled into one of the stalls closing it behind himself. They heard the toilet seat slam down as well as the man sitting down.

"Thank you GOD!" he shouted before the horrible sound of someone taking a dump filled the restroom.

"Jesus" Peter and Lana groaned at the same time.

"Maybe this isn't the best time or place to….catch up" he said cringing at the sounds.

"You think" she replied turning her nose away.

"How about you give me your number again and I'll…"

"Nope. We tried that the last time, how about you give me yours, that way you can wait by the phone"

"That's fair"

"OH GOD! ERGGH!" shouted the plump man in the stall.

"Give it to me outside though" she said quickly turning and running out of the restroom. Peter turned to the stall and shook his head.

"There goes my appetite"

* * *

**2 hours Later**

Curt put down the rib bone and he leaned back in his seat fully content.

"That hit the spot" he said with a large smile on his face.

"Wow…you were really hungry Dr. Connors" commented Michael as he looked at the plates in front of his teacher.

Everyone else had finished their meals 20 minutes ago but Dr. Connors ordered another course of Ribs.

"I'll say" Debra chimed.

"Now that you're finished Curt we can head back to the lab and check on the computer for the diagnostic" said Mrs. Connors.

"Fine Margaret, we'll go back to the lab"

"So uh…whose got the bill" Peter asked looking at each of them, "Not It" he stated quickly holding up his hands.

"God Parker could you be anymore cheap" commented Debra shaking her head.

"Hey, I don't see you reaching into your purse" he countered.

"That's because Michael is taking care of our bill…isn't that right Michael" she said turning to him.

"Actually Debra, I was hoping you could pay because I left my wallet in your dorm" he said sheepishly. Debra looked at him and then back at Peter.

"Not it" she stated hanging her head.

"Not to worry my interns…dinner is on me" Dr. Connors replied laughing a bit. He took out his wallet and the amount of cash needed for the bill and tip.

* * *

**Outside **

The rain had let up but there were still dark clouds hanging over head signaling that it was going to rain again.

"Hey I just thought of something, why don't you students take off" said Dr. Connors.

"Huh? I thought we were going back to the lab" said Peter.

"Well there's no sense in all of us going, my wife and I can handle the results. We'll go over them and we'll let you in on the details later"

"Are you sure Dr. Connors?" asked Michael scrunching his eyes up in confusion.

"I'm positive; you kids go out and live a little enjoy yourselves…it is a beautiful evening"

"Mrs. Connors?"

"I have no problem with that, just as long as we head to the lab right now Curt"

"Then it's settled" he said draping his right arm around his wife, "See you kids later"

Mr. and Mrs. Connors turned and proceeded to walk down the sidewalk. Dr. Connors even had a pep in his step.

"Well that was weird" commented Peter watching them go "Does Dr. Connors seem different to you guys?" asked Peter glancing to the left but to his mild surprise Debra and Michael were already crossing the street hand in hand talking to each other.

"Well then, don't mind me" he said out loud to no one in particular.

* * *

**Sidewalk **

"Curt I'm a bit worried, there is something wrong with you"

"You mean that I'm not broody and sad anymore"

"You were never broody or sad….more like reserved" she said.

"Well Margaret there was a reason I was like that but now that reason no longer exist so that person has no reason to exist anymore"

"But I like that person"

"So what are you saying you don't like the person you see now?" he asked in a slightly offended tone.

"That's not what I'm saying Curt and you know it, all I'm trying to say is that….."

Mrs. Connors was cut off from her statement by the sudden appearance of three men; her attention was drawn to the man in the middle because he had a knife at the ready.

"Hate to break up the date but you people know the drill…hand over your money and no one gets killed" he said gruffly

"Don't you mean hurt?" asked Mrs. Connors drifting a bit closer to her husband.

"Oh no we're gonna hurt you….we're just not gonna kill you…Now hand over your money" he said threateningly.

Mrs. Connors drew even closer to her husband but she stopped when she felt him go rigid, she looked up at him to see a complete blank look on his face.

Unknown to her and the thugs there was a change happening inside of Curt's conscious thoughts. Seeing the men in front of him and the threatening tone in their voices sent a sharp spark though his mind and awoke something inside of him…..something animalistic…something primal….and something that was very very dangerous.

'_Male…Territory…Challenge…..Female…Attack'_ were just some of the things going through his mind, gone were any type of coherent or complete thoughts….all that really remained were just the basics.

Mrs. Connors pulled away from her husband when she heard a low growl emerge from his mouth.

"Cur….WHOA!" she shouted.

Curt moved away from her so fast that she fell backwards and onto her behind. She looked up to see her husband lunging at the men.

Curt ran forward and grabbed the thug with the knife by the face with his right hand and easily hoisted him up in the air.

"AHHH!" yelled the thug as he felt Curt's hand crushing his face and skull in a tight grip.

"My….female" Curt said under his breath before tossing the thug to the left. The man went sailing over a car and into the street. Curt then curled his fingers and lashed out at the next thug striking him in the face. His finger nails leaving gashes on the side of the man's face.

"RAHHH!" he shouted grabbing his face in pain. Curt then grabbed him by the front of his clothes and then slammed him into the wall hard. The last thug saw what was happening and quickly ran in the other direction.

"Hey…Man….t-t-take it e-easy" the thug stuttered in fright.

Curt bared his teeth and his grip tightened.

_'Kill…Kill….KILLL!"_

"CURT!" Mrs. Connors yelled.

The call of his name from his wife's lips snapped him out of his rage state. He shook his head and released the thug from his grip and backed away. The thug stared up at him scared for his life; he scrambled to his feet and ran in the direction his friend went brushing past Mrs. Connors in the process.

Curt stared at his hands and then turned to meet his wife's eyes.

"M-M-Maybe we should head back to the lab" he said softly.

* * *

**On the Way to ESU**

Neither said anything on the longer than usual drive to ESU, they were both wrapped in their own thoughts. Margaret was worried, she had been slightly worried before but now she was on pens and needles because never…never had she seen her husband become violent, but seeing him become that violent only sealed her thinking in that something was wrong with him. There was no question about it now.

Margaret glanced out of the corner of her eye at her husband who was sitting in the passenger's seat. He was still staring at his hands, almost as if he was still in a daze.

Curt stared at his hands in shock not because of what he did to the thugs but because of how he did it. Even before he lost his arm he had never shown strength like the kind he demonstrated. He clinched his fist and he could feel his muscles tightening…coiling making him feel…powerful.

'_Just like at the gym'_ he thought to himself remembering that earlier in the day he had easily benched press over 600lbs. While his wife wanted to get to ESU to run some test and attempt to reverse what he did to himself he however, wanted to see what else he would be capable of if he left well enough alone.

Curt let a smile grace his lips but right as he was about to look away from his hands he caught sight of the blood in his nails and his eyes widen. A bubbling sensation started within his chest…a feeling similar to a few minutes ago when he was dealing with the thugs. His heart began to beat fast and faster. His nostrils flared a bit as he inhaled. The coppery scent of the blood filling his nose and causing his eyes to roll in the back of his head for a second. That primal animalistic urge began to rear its head again and Curt's conscious thoughts were beginning to be replaced.

**SCREEECH!** Went the sound of the car coming to a stop.

"We're here Curt….let's go" said Mrs. Connors opening the door and quickly getting out of the car.

* * *

**ESU: Lab**

Margaret burst through the doors of their lab and quickly ran down the steps, reaching the bottom she continued running until she reached the computer that she had used to run a diagnostic on her husband's blood. She hit the space bar and the screen saver vanished at the results pulled up on the screen. It only took her a few seconds to read over the data and her eyes widen in horror.

"Oh My God"

* * *

Curt stumbled into the lab his nostrils still flaring.

'_Feed…full…fight…fought…mate….Mate…..MATE!' _

Curt inhaled deeply and his eyes zeroed in on his wife who was standing at the computer with her hands on her head. He licked his lips and made his way down the steps.

* * *

Margaret ran to a cabinet and grabbed a syringe and a bottle which contained a powerful sedative, she shakily stuck the syringe in the bottle and a filled it halfway.

"Curt you need….." she started while turning around but Curt was standing behind her with a blank stare on his face. He was breathing heavily and his nostrils were flaring; a low growl escaped his lips again as he continued to stare at her.

Margaret tried to jam the syringe into his neck but with lightening fast reflexes he caught her hand.

"Mate" he said before crushing his lips to hers. Margaret's eyes widen and she tried to pull away but a powerful scent filled her nose bombarding her senses. It was a very masculine scent that she couldn't place, but it didn't matter because the more the scent invaded her senses the harder she found it to think. Her mind began to shut down and a very primitive side of her mind began to take over. Margaret's eyes rolled and her grip on the syringe loosened and it fell to the ground. She responded to the kiss and wrapped her arms around his neck deepening the kiss.

Another growl rumbled in his throat as he picked her up and rammed her into the cabinet but it didn't even register because they were still too focused on each other. They broke apart and Curt furiously attack her neck while she ran her fingers through his thick hair.

'_MATE!'_ she thought grabbing his hair harder.

'_MATE!'_ he thought grabbing her shirt and easily ripping it open.

* * *

**Later**

"GAH!" gasped Curt and he shot up from his sleep. He took a few deep breathes before he looked to the right to see his very naked wife sleeping next to him.

"What the hell happened?" he said to himself truly confused as how he ended up on the ground. He looked down at himself to see that he was naked as well and he was sporting a few scratches that looked to be healing. Curt held up his left arm to see a few nail marks that were practically just really long red marks. He rubbed the red skin with his right hand removing a few droplets of blood but as he did that he noticed something very peculiar. On his right arm….near his elbow joint there were two thick patches of skin that had formed. He touched the skin and it was hard to the touch…rock hard, he scrunched his eyes and peered closely at the skin and the more he looked at it the more it resembled scales…..scales that you would find on a lizard.

"What's happening to me?" he said breathlessly. He eyed his wife before carefully slipping away. He stood up and went to the computer, he hit the space bar and just like before the DNA diagnostic of his blood pulled up on the screen. Curt eyed the data and a look of worry passed across his face as he read the data report out loud.

"**WARNING! WARNING! **DNA strand of Curt Connors has been radically altered. Subject Curt Connors is no longer human, but a new species…of **Lizard**"

* * *

**End Chapter: Read and Review: Hey readers it's me Nomad88 back again with the closing comments as usual. Whew! Interesting chapter if I do say so myself. A lot of gears were turning in this chapter. There is a small little Easter egg in this chapter and I wonder how many people can pick it out. While this is not the official debut of the Lizard it's a definite step in that direction. I'm pretty sure that you readers out there have figured out that I'm the kind of author that likes to build up to certain villains and events. I find that the build up is more interesting than the actual reveal…sometimes not all the time though. So I hope everyone enjoyed part 1 or the build up to the Lizard which I can guarantee will appear in the next chapter. Originally this chapter of course was longer and featured the full bout with that scaly foe but….I decided that it would be better break the chapter in half so you readers can dissect all of the stuff that's happened so far. Anyway I hope everyone enjoyed the chapter and my ideas, if anyone has any questions, comments, or rants feel free to leave it in the review or send me a PM and I'll get back to you ASAP I promise, this is Nomad88 saying Later…..**

**Ps: THE AVENGERS KICKED SO MUCH ASS! If you haven't seen it go see it now…like right now in Imax and 3D. Secret Warrior: Spider-Man and Batman Beyond are still coming your way, they are just going through some revisions I'm working as hard as I can to get them out, but in the mean time I hope you readers are enjoying TSA: The Amazing Spider-Man, don't forget to drop a review and let me know what you think of the story and this chapter. This is me saying Later….**

**Next up: Scales of the Lizard part 2**


	56. Scales of the Lizard part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers welcome back yet again for another chapter in TSA: Amazing Spider-Man vol 2. Now last chapter was left on a cliffhanger with Curt Connors discovering that he's changing….or rather he's changed into something that's not human. So I'm not gonna do too much more talking I'm just gonna let you readers dive right in but before I do that I just want to say one last thing READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 48: Scales of the Lizard part 2**

**ESU- Lab: 11:40 pm**

Curt Connors stood still, unmoving, trying his best to comprehend what the words on the computer screen were saying to him. He had read and re-read the warning dozens of times within the last 5 minutes but no matter how many times he read it he couldn't believe it…he wouldn't. Curt put his hand to the computer keyboard and quickly began to type in a command.

On the screen the computer pulled up Curt's DNA strand and a small portion of the DNA chain zoomed forward. Curt stared at the DNA strand…his DNA and the information that the computer was showing him but yet again he couldn't believe it. He held up his right arm and he ran his hand along the skin until he reached the rock hard scale like patches of skin near his elbow.

"I'm turning into a reptile….a lizard to be exact. Ha. Ha. HAHAHAHAHAHA! HA FREAKIN HA!" he shouted in anger. He grabbed the computer and he easily picked it up and threw it across the lab.

**CRASH!** Went the sound of it hitting and rolling across the floor. Curt grabbed his hair and he sunk down to the floor on his knees.

* * *

The sound of the computer crashing jolted Margaret Connors from her sleep. She rose up on her elbows slightly and searched for the sound and she saw the computer on the ground.

"Ow…my head" she groaned shifting in her spot on the ground. She had a massive headache that made it impossible for her to remember how she ended up on the floor or how she ended up being naked.

'_The last thing I remember was…OH NO! CURT!'_ she thought rising to a sitting position. She looked to the left to see her husband with his back to her sitting on his knees with his hands gripping his hair tightly. Margaret looked at him and how tense he was and she looked at the broken computer, she surmised that he had the seen the results and he wasn't too pleased.

Margaret grabbed her slightly torn shirt and quickly put it on and then went over to him.

"Curt" she said draping her arms around his neck.

"What have I done Margaret…What have I done to myself?" he asked, the despair in his voice apparent.

"I-I don't know Curt….I really don't know. Why the hell did you try that stupid serum on yourself. I told you it wasn't ready for human testing" she replied.

"I know Margaret I know" he snapped back "But…you just don't understand" he continued breaking away from her. He stood up and began to pace back and forth in front of her.

"You couldn't understand…NO one can understand"

"Then make me Curt. Make me understand" she said standing up as well. He stopped his pacing and he looked at his wife. A sigh escaped his lips while he ran a hand through his hair.

"Imagine….what's it's like to have your arm suddenly snatched away from you with absolutely no warning. Your arm is just there one day and then next it's gone and when it's gone you suddenly realize that you will never have it again…and after you realize that you know in your heart that you will forever be a cripple…half the person you were the day before. Can you imagine that Margaret? Can you imagine what that feels like?"

"I-I would imagine it….feeling like your in hell" she said softly.

"It does feel that way….but it's worse than hell. At least in hell you know why bad things are happening to you. Ever since my accident I've been wracking my brain trying to figure out why me….why did this have to happen to me and everyday…everynight I come up with no answer. So along with no answer to the question of Why I have to deal with the unbearable pain…" he started before stopping and letting out a sigh of frustration, he then averted his eyes away from her.

"Pain. What pain?" she asked curiously.

"My arm…it hurts every single day Margaret"

"But, wait you're talking about Phantom Pain"

"…."

Margaret let out a sigh and stepped towards him.

"Curt, why didn't you say anything to me I could've gotten you some help. We could've gone to see a psychiatrist or….."

"For what Margaret. I don't need to see some shrink to tell me that what I'm experiencing is all in my head, I know it's in my head…it's just….something I have to deal with, that I've been dealing with"

"I can't believe you've been keeping me in the dark all these year about how you've been feeling. Me…Curt…your wife. Why would you do something like that were you…..were you afraid that I would laugh at you or look at you differently because I wouldn't have done that…?"

"I know that Margaret….I know, which is one of the reasons why I love you so much. That ability you possess to look past my…. disability"

"Then why did you leave me in the dark Curt?" she asked.

"…."

"Why Curt?"

"…"

"WHY!"

"I didn't tell you because I didn't want to hurt you" he said finally running a hand through his hair again.

"Hurt me how?"

"….No matter how much you say you love me Margaret it's not enough" he stated turning his eyes back to her, "I didn't want to tell you that your love is just.. not enough."

Margaret's eyes widen at his statement and her heart dropped to her stomach. She folded her arms across her chest and then leaned against the counter where the computer once sat. She didn't really know how to respond to his statement all she knew at that moment was that his words stung, no it burned and it burned her badly.

Curt looked at the sudden change in his wife's posture and face and he knew he had hurt her deeply and his mood changed because of that as well. He released a sigh and he averted his eyes again.

"Margaret…make no mistake you are the love of my life and I've tried over the years to feel differently I have…God I have but….everyday is the same…I feel the same and the only way to change how I feel is to take back what was taken from me. I wanted my arm back. It's the only way that I'll feel truly complete. To feel like a whole person again."

"How do you feel now?" she asked softly before turning to look at him "Do you feel complete now Curt? Huh? DO YOU?" she snapped.

"No I don't, is that what you want to hear Margaret. Fine, I'll say it seeing as how I've hurt you it's only fair that I get hurt as well. I feel stupid…..moronic….idiotic and…."

"Curt stop it just stop" she growled holding her hand up at him. Margaret wiped a stray tear from her eye and she turned to face Curt, "Look Curt it's obvious that you and I have some serious issues that we need to deal with but in order to deal with them we have to reverse whatever the hell that serum is doing to you. We'll fix that first and then we can fix…..this" she said.

Curt nodded his head and he straightened up, the two stood there staring at the other for a long second before they heard the door to the lab opening. They turned to see the Janitor walking in getting ready to clean but as soon as he saw the two of them, Margaret's disheveled appearance and the naked Curt Connors he immediately began to back up towards the door again.

"I'll come back" he said before exiting the lab.

The two turned back to each other and they both let out a sigh.

"So how do we fix this?" she asked.

* * *

**ESU: Dorm Room**

Debra Whitman sat at her desk in her very clean dorm room, or at least her side was clean. After dinner she and Michael had taken a nice romantic walk through central park and then they made their way back to ESU. He wanted to spend the night in the dorm but Debra faked being tired so he reluctantly went back to his own dorm. In truth though Debra just wanted to be alone, her roommate was out partying so she had the room all to herself so she got her wish. She sat her desk and in front of her was the vile of blood that she had stolen out of Peter's locker yesterday, which is why she wanted to be alone…she wanted to see just what kind of chemical compound it was supposed to be. Yesterday when she was washing out her equipment she got the sudden urge to go to his locker because she felt with all of her being that he was hiding something, and hiding something he was….he was hiding the solution to the reptile project all along. To say she was shocked when she first peered through the microscope at the Petri dish would be an understatement. She was amazed but more than that she was curious as to why Peter would keep it a secret, but unfortunately in her excitement she didn't really think about that and she called the Connors in to see _'her'_ discovery.

Debra picked up the vial of blood and looked at it, the moment she grabbed it from the locker she knew that it was important. She also knew that it wasn't part of the list of chemical compounds given to them by the Connors but she couldn't let them know that, so when Dr. Connors asked her to show him how she got the cells to stabilize she secretly went over to the counter and pretended to gather some supplies but what she was secretly doing was peeling the label off of one of the other compounds and then putting it on the vial of blood. The Connors and Michael fell for her little ruse but she knew that it wouldn't last for long so, here she was, at her desk trying to figure out exactly what the heck it was and how did Peter get it and how could she get her hands on it before everything came crashing down.

"Time to see what Peter's been hiding" she whispered to herself. She opened a drawer in her desk and pulled out her own microscope that she had to beg her parents to get for her. She placed the microscope on the desk and she grabbed a small plastic Petri dish. Debra then opened the vial of blood and poured some of the blood onto the Petri dish and quickly closed it back. Placing the Petri dish of blood onto the microscope she carefully peered through the sockets.

"Hmm….on the surface it seems like regular blood. Blood, where did Parker get blood from…is it his, no it could be his because…OH MY GOD!" shouted Debra. She increased the magnification and peered closer at the blood "This blood….OH MY GOD! It….what is this? Parker has been holding out"

Debra lifted her head from the microscope and put her hand to her chin.

"Peter's been doing some very interesting science on the side it seems. Well he isn't gonna one up me I can tell you that right now. I think I'll keep this sample for now until I know what I'm dealing with….wait, if I keep it though he'll know someone was in his locker. Damn it…I have to return it but I'm keeping what I have in the Petri dish"

Debra grabbed a top and placed it on the Petri dish effectively covering it, she then placed it in her drawer and closed it, letting out a sigh she grabbed the stolen vile and blood and stood up from her seat.

"I better put it back now while there is no one in the lab" she said to herself taking her coat of the back of the chair and heading for the door.

* * *

**ESU- Lab**

Curt and Margaret were standing in front of the computer in their office staring at the screen. After they decided to put aside their drama they put all of their focus on trying to figure out exactly what was happening to him. The first thing that they did was re-run his blood work again hoping to see where the origin of his DNA realignment was coming from.

Margaret lifted her arm and pointed to a part of her husbands DNA Chain.

"There…..do you see?"

"I do, but how is that possible. The reptilian DNA is spreading faster than it's supposed to….actually it's not supposed to be like that at all. What the hell is going on?"

"I'm not sure Curt but….." Margaret started before she heard someone enter the lab. The Connors exited their lab to see Debra walking down the steps.

"Debra"

"Dr. Connors? Mrs. Connors? What are the two of you doing here this late?" she asked looking at them "And what happened to your clothes?" Debra saw that Mrs. Connors was in a slightly ripped shirt and pants and her hair was disheveled and Mr. Connors was in his white lab coat and his black pants.

Curt glanced at his wife for a second before he turned back to Debra who was approaching them.

"There is a problem with the serum you…we created" he answered.

"Problem? What Problem?" she asked with wide eyes. Debra's heart began to beat faster and faster because she thought they had found out about the extra ingredient she added to the serum.

Both of the Connors turned and headed towards their office and Debra followed after them her hand drifting into her jacket pocket and fingering the vial of blood.

* * *

Debra sat at the computer with a look of horror written across her face.

"This can't be right, according this you're…..you're basically not even human anymore Dr. Connors"

"I know" he replied leaning against the desk. He reached up and began to scratch his right arm and that's when he felt it, he quickly looked down to see several more rock hard scale like patches of skin. Curt swallowed hard and pushed off the desk.

"We have to figure this out…reverse it somehow" he said.

"I'm going to analyze the serum now" Mrs. Connors said grabbing some of the vials of the serum that they had created the day before and walking out of the office.

"We need to call in the others maybe they might have some insight into this" said Dr. Connors walking out of the room. While he was out of the room talking to his wife Debra sat at the computer still staring at the computer.

'_What have I done'_ she thought to herself, glancing over her shoulder and through the window. She saw the Connors talking amongst themselves so she turned back to the computer.

'_I'm so busy trying to one up Peter that I'm partially to blame for the situation Dr. Connors is in. This is probably the reason why Peter didn't turn in the Petri dish in the first place. Why did I take it Why?'_ Debra thought to herself _'I have to fix this before something bad happens to Dr. Connors….but in order to do that I need Peter he's the one that had the blood is his locker' _

Debra stood up from her seat and looked over her shoulder again, she saw the Connors still hunched over the microscopes and talking amongst themselves. She quickly went over to one of the drawers in the Connors desk and she opened it, Debra had spent enough time in the lab to know that the Connors did keep files on them and it was just the basic stuff, names, numbers, and addresses. Debra shifted through the files until she came to one on Peter Parker. She pulled out his file and flipped it open, she reached into her pocket and took out her cell phone and dialed his number.

**RING! RING!**

* * *

**Midtown. **

**RING! BANG! BANG! BANG! RING! BANG! **

"SHOOT THE FREAK!"

"I'M TRYING!"

Spider-man dodged the gun fire and swung down towards the thugs.

"Freak….me, oh fellas that hurts my feelings so allow me to return the favor and hurt your face"

* * *

**ESU**

"Damn" Debra cursed to herself. She looked at the address on the sheet of Paper and she copied it into her phone and then put the file back, _'Okay I can't tell the Connors what I did….my only hope is to get to Peter first and ask him about this blood'_ she thought to herself.

Debra stood up and then quickly made her way out of the office.

* * *

Debra glanced to the left to see that the Connors were still pre-occupied so she quickly continued her trek towards the stairs that would take her out of the lab.

* * *

Curt and his wife were taking turns looking through the microscope and at the serum but while Curt had his eyes in the sockets he suddenly heard a rapidly beating sound, a sound that resembled a heart beat. Curt slowly lifted his head and he turned his head slightly listening to the rapid beating. His nose flared as a smell drifted towards his nose a salty smell he couldn't really place at the moment. Curt whipped around to see Debra trying to rush out of the lab.

"Debra where are you going?" he called out turning towards her. Margaret turned around to see Debra halfway up the stairs.

"I…..I'm just going to get Michael" she lied. Debra's heart began to beat even faster because she knew that she was lying but unknown to her Dr. Connors could hear her heart. He listened to it beating faster and faster, then the smell he was smelling before drifted towards his nose again and he was able to place the smell…it was sweat, she was sweating. Beating heart, sweating, it didn't' take Curt long to figure out she wasn't being truthful.

"You're lying" he stated.

Debra's eyes widen and her heart kept beating at the same rapid pace.

"N-No I'm not Dr. Conn…"

"Yes you are" he said. Curt started walking towards her and as each step he took his own heart began to beat faster at the impending confrontation. As the anticipation began to grow the conscious thoughts of Curt slowly began to fade away. Curt reached up and scratched his neck, but he didn't even notice the thick scales that were beginning to grow.

"Dr. C-Connors I-I'm not….." Debra stuttered seeing him advanced on her. There was something about his eyes and the way he was staring at her that filled her with goosebumps of fear.

"DO. NOT. LIE. TO ME" he growled, his eyes flashing red for a brief second but the flash didn't go unnoticed by Debra.

"I" was all she was able to get out before Dr. Connors stood before her, towering over her and peering down into her eyes.

"Tell….Truth"

"Okay…." She replied fearfully.

* * *

**Few Minutes Later**

**SCREEEEECH!**

Mrs. Connors swerved through traffic as fast as she could.

"I CAN NOT BELIEVE THIS! YOU ADDED A FOREIGN BONDING AGENT TO THE EXPERIMENT! WHAT WERE YOU THINKING!" Mrs. Connors shouted out in anger.

"I-I-I….don't know Mrs. Connors" Debra answered from the backseat.

After Debra had told Dr. Connors the truth they all immediately got into the car and started for Peter's house. They tried to call him several times but he wasn't answering his cell phone and they only got the answering machine at his house. So they decided the best thing was to go pick him up. Margaret was in the driver's seat, Curt was in the passengers and Debra was in the back.

"WHERE DID PETER GET THE COMPOUND FROM!"

"I don't know, I was going to ask him"

While Margaret was yelling at Debra and swerving through traffic Curt was in the passenger's seat going through a tremendous change. His thoughts were beginning to slowly slip away and he could feel them leaving him.

'_Mind….fading…getting….harder…t-to think'_ he thought to himself. Curt raised his hands to his eyes and he could see that his finger nails were long and sharp and the scales had spread all along his right and left arm.

Curt's eyes widen and fear began to overtake him as well as pain. That burning bubbling feeling started to appear again and he could feel it flowing throughout his chest and throughout the rest of his body.

"ARGH!" he groaned out hunching over in the seat, grabbing his chest tightly.

"CURT!'

"DR. CONNORS!"

Curt heard their shouts but he couldn't do anything because of the pain he was feeling. He leaned to the right and gritted his teeth in agony, he cracked open his eyes and he caught his reflection in the side view mirror. His face had scales forming and his teeth were elongating.

"NOO!" he yelled turning to the left and facing Margaret.

"..Curt" she whispered seeing him….seeing the beginnings of his transformation but while her eyes were on her husband she wasn't concentrating on the road or on the red light she ran through.

"MRS. CONNORS! LOOK OUT!" yelled Debra.

Margaret had just enough time to turn to the left to see the SUV.

**BAM!** Went the sound of metal hitting metal. The SUV hit the smaller car with unimaginable force. The car was t-boned, its tires breaking off causing the metal to screech across the ground. The car then skidded away from the SUV flipping over a few times before coming to stop upside down, the SUV swerved and hit and light pole coming to a stop as well.

"OH MY GOD!" shouted the people on the streets nearby that saw the horrible accident. Everyone stopped what they were doing and a few even ran to the car and to the SUV to see if they could help

"SOMEONE CALL AN AMBULANCE!" a man shouted.

* * *

**Car**

Several men and woman ran over to the flipped car and quickly bent down to see if anyone was alive. One man bent down on the driver's side and saw a bloodied and semi-conscious Margaret Connors.

"Ms. Ms. Are you alright…don't move you've been in an accident" he said softly.

"C-C-Curt" she replied weakly before closing her eyes.

"Hey…Hey lady stay awake"

* * *

On the other side another man and a woman bent down to see if they could help someone inside but all they could see was the side of the person's shoulder and the white lab coat.

"SIR! Are you alright" The woman asked, but the only response she got back was a low growl. The man and woman started back away as the person began to shake and suddenly the shoulder moved out of the way, revealing a face full of green scales, long sharp teeth and menacing pupiless red eyes.

"JESUS!" they both shouted in fear while falling back on their butts.

"ARGH!" Curt yelled out as he began to thrash around in his metal prison. His arm lashed out and hit the banged up door and knocked it off its hinges allowing him to fall out and onto the street for everyone to see.

Curt writhed on the ground in agony trying with all of his might to try and stop his transformation but it was useless.

"Hey mister what the hell…."started one of the on lookers walking towards him.

"STAY AWAY!" Curt roared in an animalistic voice that he didn't even recognize, _'Must…get…..away'_ he strained to think, his rational and human thoughts slipping away every second. He valiantly fought his way to his feet but just as he made it his body gave a lurch and he heard his bones crack and realign.

"AHHHHHHHHH!" he yelled at the top of his lung.

Curt's body began to grow in size, he went from his usual 5'10 height to a staggering 7'1, his hair fell from his head while the scales on his body thickened and turned to a dirty shade of green, his mouth began to protrude and elongate into something of a snout. His muscles expanded ripping through his white lab coat slightly revealing more thick scales that adorned his entire body, his feet doubled in size and razor sharp claws/talons formed on his toes and lastly from his butt a 6 to 7ft long scaly dirty green tail ripped through his pants and flailed around.

* * *

While the transformation was going on the people around the crash had their cell phones, Ipods, and Ipads out recording everything.

"I can't believe it…..Mutants are real" a woman whispered as she looked up from her phone to see the new Curt Connors before her.

The Lizard's red tongue slithered out of his mouth as he looked at the people around him, he then reared his head back and unleashed primal roar that echoed through the night.

**ROAR!**

"AHHHHHHH!" the onlookers screamed before they all began to run away. The Lizard looked at all of them running and he was about to run after them when the sound of an ambulance, fire truck sirens and the flashing lights of the police caught his attention. He whipped around and saw the approaching civil service men and women. He let out a growl before he crouched low and jumped.

* * *

"This is car 34 we're at the scene of the car crash and we're…." started the officer.

**THUD!** Went the sound of the Lizard hitting the hood **ROAR!**

"DEAR GOD! BACK UP! SEND BACK!"

**SMASH!** The Lizard effortlessly smashed through the front glass window and grabbed the roof of the police car and ripped the top off. The Officer driving swerved and did his best to keep the car steady but the mere sight of the Lizard made that feat impossible. The Lizard reared his head back and opened his large jaws. The officer saw the motion and as quickly as he could let go of the wheel and dove out of his car just as the Lizard chomped down on his seat. His powerful jaws snapped the seat in half like a knife through butter but when he didn't taste the flesh of his prey he spit out the metal.

The ruined police car swerved to the side and was about to crash into a wall but before it could the Lizard hopped off and landed on the ground.

* * *

The Ambulance and Fire Truck came to screeching halt. The men and women jumped out of their respective vehicles and stared the beast in front of them in all of its menacing glory.

"GO! HELP THOSE PEOPLE WE'LL HANDLE THIS!" a firefighter shouted at the ambulance crew. He then grabbed an axe and stood his ground.

"We'll handle this?" another firefighter asked coming to stand next to his brother in arms against the Lizard who was hunched over and eyeing them hungrily.

"We got to at least stall that animal so they can get whoever is in that car out"

"It's been nice knowing you Mack"

"You too Sean"

**ROAR!** The Lizard charged forward at the brave firefighters but just as he neared them a powerful stream of water hit him in the chest warding him off for a second. Sean and Mack turned to see the other firefighters had found a hydrant and were using the hose on the Lizard to temporarily keep him at bay.

* * *

**Few Blocks Away**

Spider-Man was high in the air swinging after the few speeding police cars down below.

'_I wonder what it is this time. Hopefully it isn't thing too tough' he thought to himself' _

* * *

**Streets Below**

"KEEP IT ON HIM BOYS JUST A LITTLE LONGER!" shouted Mack. He glanced to the right to see the paramedics quickly pulling the unconscious Margaret and semi-conscious Debra out of the flipped car.

**ROAR!** The Lizard roared out again crouching low and using his powerful leg muscles to jump high in the air again. The brave firefighters gasped in shock as the Lizard came down towards them, but before he could even strike them two feet slammed into his side knocking him away. He hit the ground hard but it didn't even faze him thanks to his tough skin, he flipped up and faced his opponent: Spider-Man.

"Okay, First an Octopus, then a Vulture and now a giant Lizard…or is that an alligator….well whatever it is apparently me and the animal kingdom are not on good terms" Spider-man commented to himself, "Hey you guys alright?" he asked over his shoulder.

"Yeah we're fine Spider-Man we just need to get those people to the hospital" Mack the fire fighter answered pointing to the wreck.

"Help them and I'll deal with this Lizard guy" he responded turning his full attention back to the Lizard who was eyeing him with the same predatory look. He crouched down on all fours and he began to move around, his tongue slithering in and out of his mouth.

"I do not night like the look of that…." Spider-man said before the Lizard suddenly scurried across towards him. Spider-Man waited and as he neared he jumped but the Lizard sprung up.

"HOLY CRA….ooomph"

The Lizard tackled the wall-crawler and sent them both to the ground rolling, the Lizard landed on top and opened his mouth getting ready to bite Spider-man's head off but Spidey was able to use his hands to grab hold of the powerful jaws and keep it at bay.

'_God he's strong…..should have known nearly every crazy person I fight is stronger than me…and he's quick' _

Spider-man used his great strength to keep the Lizard from taking his off, he continued to struggle with him but he was able to wiggle his left foot free and use it to help him ward off the jaws. Spider-man held up his right hand and fired several globs of webbing into the Lizard's mouth. The Lizard recoiled and grabbed at the webbing in his jaws. Spider-Man stood up and eyed his foe; the Lizard saw him and quickly whipped around.

'_Spider-AHHHHHHH'_ thought Spider-Man as he was hit with the Lizard's lightening fast tail; he was sent flying back and into the side of the fire truck. The Lizard clawed at the webbing and thanks to their razor sharp nature he ripped through them in no time. He let out another roar and he narrowed his eyes at his wall-crawling foe. Spider-man got to his feet, he crouched low and jumped, he flipped in mid-air and he landed on the side of a building. The Lizard followed him with his red eyes and he crouched as well and jumped and stuck to the side of the building and rapidly climbed after him.

"Okay…he can stick to walls too…perfect" said Spider-man backflipping along the building staying ahead of his reptilian enemy.

* * *

**Down Below**

"You think he's gonna be alright Mack" asked Sean looking the building and see Spider-Man firing web balls at the Lizard.

"Yeah he'll be fine…..I hope"

Debra was loaded into the back of the ambulance, she had a few cuts, abrasions and a concussion but she was fine. She tried to tell the paramedics she was fine but they insisted that she be taken to the hospital and thoroughly checked out. While they loaded her into the Ambulance she was able to catch some of the fight between Spider-Man and Dr. Connors but they had fled the area.

"I gotta…..help Dr. Connors" she whispered just as Mrs. Connors was loaded into the ambulance. Debra gasped as she saw the shape her teacher was in, she hung her head low and wiped a tear away. Debra searched her pockets and she felt for her phone and quickly dialed a few numbers.

**RING!**

**CLICK!**

"Debra"

"Michael listen to me….."

* * *

**Up Above**

The Lizard lunged and swiped his razor sharp claws at Spider-Man who rolled along the building and out of the way. He stood up and fired several more web balls but to his surprise the Lizard swatted the balls away with his tail, his tail then shot forward and wrapped around Spider-Man's throat tightly and then hoisted him up with his prehensile appendage. The Lizard torques his body to the left slamming Spider-Man down on the glass cracking it and then he torques his body to the right slamming him into the bricks. The Lizard then hisses and then tosses Spider-man away and through the air, he hisses and then springs off the building after him.

'_Ow…..this thing is tough'_ he thought corkscrewing in mid-air to right himself, _'SPIDER SENSE!' _

As Spider-man righted himself he saw the Lizard flying towards him with his jaw wide open and head tilted to the side. Using his incredible agility Spider-man dipped his left shoulder jerking his body into a mid-air twist avoiding the massive jaws that were inches from chomping him half. Spider-man dodged the attack and he thrusted out his right hand and shot a short web that connected to the Lizard's back, he pulled himself forward and he landed on his foes' back and wrapped his arms around his neck. Gravity began to overtake the two and they began to fall.

* * *

The Lizard thrashed about trying to get Spider-Man off of him but he held tightly.

"Just like being in a…rodeo…except the horse is a 7ft Lizard" Spider-Man said to himself, he leaned to the side and he saw a chimney coming closer and closer. He quickly let go and then sprung off his reptilian enemy. The Lizard hisses and then turned to slash at him but he missed everytime. He was so busy trying to hit Spider-man he missed the chimney coming into view until it was too late.

**BAM!** Went the sound of the Lizard crashing through the brick chimney; he burst through the other side and continued to tumble across the roof until he broke through the brick edge and plummet to the ground below.

* * *

**Streets Below**

**BANG! **Came the sound of the Lizard hitting and denting the roof of a parked car. The sound scared the people passing by and some even stopped to see what had hit the roof and their eyes widen shock of what was laying there.

**THUD!** Went the sound of Spider-Man landing in the street a few feet away.

"EVERYONE GET OUT OF HERE NOW!" he yelled.

A loud hissing sound came from the car and it was followed by the Lizard rising up from the dented car.

'_Guy is really tough'_ he thought seeing him fall to the ground but quickly rise to his feet. Spider-Man wasted no time in charging towards him hoping to end the fight before any the civilians staying to watch the two of them got hurt. The Lizard saw him coming and turned and sunk his claws into the car, with his great strength he hoisted the car up and swung it at his approaching enemy but Spider-man ducked under the swing and kept going forward. He jumped getting ready to punch the Lizard in the face but with speed and agility that matched his own the Lizard jumped to the side at the last second. He then swung the car in his hands around and hit Spider-man in the back.

"AH!" he shouted. The force of the hit sent him flying into the brick wall bouncing off of it but he wasn't off of his feet. He stumbled back in a daze and that's when the Lizard brought the car back around and hit him with it again sending him skidding across the sidewalk and into the street.

"Ugh…..Ow" he groaned.

The Lizard hissed again and he jumped in the air with the car in his hands.

'_Spider sense'_ Spider-man quickly rolled to the right and avoided the car being brought down on top of him. He held up both of his hands and shot two web lines and the Lizards' feet and he pulled on the webs. The Lizard was yanked off of his feet and as a result he lost the grip of the car and when he hit the ground it fell on top of him.

Spider-man groaned and pushed himself to his feet.

"Please stay down"

**RUMBLE!** The car was pushed out of the way and the Lizard was slowly climbing to his feet.

"Alright you giant Iguana time to put you down" said Spider-Man taking a stance. He rushed forward again and he jumped with his knee aimed high.

The Lizard stood to his feet in time to receive a knee to the jaw, Spider-man landed and threw punch after punch to the Lizard's stomach but thanks to the tough scales on his stomach only half the blows were felt but it was enough to stun him. Spider-man flipped back and then fired two weblines that connected to his chest; he pulled himself forward and barreled both feet into the Lizards' chest.

The Lizard growled at the blows reigning down upon him, he took a step back and swiped his claws at his foe but Spider-man ducked. He sprung up with a kick but his foot was caught by the Lizard who threw him away. Spider-man twisted and landed on his feet and fired several web balls that struck their mark. Spider-man then looked down and shot a web line at a metal sewer cover. He yanked the cover over and spun around and threw it at the Lizard striking him in the chest and sending him flying back into the wall denting it. The Lizard was hurt by the last attack and it was obvious that he was starting to run out of steam.

"Time to end this"

Spider-Man ran and then jumped forward with a flying kick that nailed him in the jaw.

* * *

**SCREEEEEEEEEECH! **Went the sound of a taxi cab arriving on the scene. The yellow door opened and out stepped Michael Morbius with a worried look on his face.

"Keep the change" he said throwing some money at the cabby and then running towards the small crowd that had formed around Spider-Man and Lizard. Michael pushed his way through the crowd to see Spider-Man was pummeling away on the Lizard.

"NO! STOP SPIDER-MAN STOP!" shouted Michael running towards him.

* * *

Spider-Man stopped in mid strike to see Michael running towards him.

'_MICHEAL! WHAT THE HECK IS HE DOING HERE!'_ he thought.

"STAY BACK!" Spider-man yelled. Michael stopped his running and a look of horror crossed his face.

"DR. CONNORS NO!"

Spider-man's spider sense blared to life. His momentary distraction allowed the Lizard to recover enough to take a lunge and take a swipe at him.

"AHHH!" yelled Spider-Man feeling his sharp claws catch some of the skin on his chest, he jumped back slightly and he stared at the Lizard.

"D-D-D-id he say…Dr. Connors?"

Spider-man stood there in utter confusion, he clearly heard Michael say Dr. Connors and they both only knew one Dr. Connors. Spider-Man looked more closely at the Lizard and that's when he noticed the slightly torn white lab coat and the torn pants. The gears in his mind began to turn and a look of horror crossed his own face as realization struck him.

"Oh No…Dr. Connors, the serum….."

The Lizard hissed at him and then whipped around, his lightening fast tail came round and struck the distracted Spider-man in the chest sending him flying back and denting the door of the car across the street.

The weakened Lizard lifted his head and sniffed.

'_Water'_ he thought to himself. He dropped down on all fours and scurried along the ground until he reached the smell of water which originated from the open man-hole. He slithered through the man-hole and into the sewers of New York.

* * *

Michael cursed under his breath and he ran towards the man-hole.

"Damn it"

He turned around and he broke through the crowd that was forming around the man-hole, he ran towards his taxi holding his arm out.

"TAXIIIIIIIIIII!" just as the words left his mouth he felt a strong grip on his outstretched arm followed by himself being lifted off the ground. He looked up to see Spider-man swinging them through the air.

"Hi...I'm Spider-Man"

"Michael Morbius"

"Michael….you and I need to have a little chat"

* * *

**In the Air**

"Tell me why you called that thing Dr. Connors?" asked Spider-man hoping to God he was wrong.

"That's because it is…that was Dr. Curt Connors, something has happened to him"

"Experiment gone wrong"

"Yes, how did you know?"

"Parker and I go way back….I know he's interning at ESU and he's told me about a teacher of his by the name of Dr. Curt Connors"

"Peter….we must find Peter only he can help"

"Parker is too far away….maybe I can help"

"No you can't….not unless you know something about Radiation and Genetics"

"You'd be surprised….hold on I'm heading to ESU"

* * *

**Sewers **

The Lizard trudged through the thick dirty water in the sewers of New York City. His wounds were healing themselves but he wasn't at full strength yet, while he is very durable Spider-Man's strength was vast and managed to get through his tough hide, but along with his healing the Lizard had a chance to calm down and the more he calm down the more of his mind began to come into focus, no longer fueled by his savage nature he had a chance to let his mind make sense of what was happening around him. The Lizard came to a stop and the end of the tunnel and he stared at the pipes down below and at the sewage water fall that fell into a deeper hole of sewage water. He held up his hands to his face and then put a hand on his scaly bald head.

"Mind…cold blooded mind…..focussssssss" he hissed to himself, "I…..I….am….Connorsssss"

The Lizard looked at his right arm and curled it into a fist.

"Connorssssss…arm better. Mate…..where is Mate?" he continued looking around the sewer but he didn't see his wife anywhere, "Connorsssssss musssst find Mate"

The Lizard crouched low and then jumped off the edge and down below.

* * *

**ESU-Lab**

Spider-Man and Michael quickly burst through the doors and made their way inside of the lab.

"So Debra found the correct chemical compound for the experiment and then Dr. Connors injected the serum into his body without properly examining its effects" said Michael making his way down the steps.

"Yeah uh Parker already told me all of this" Spider-Man replied walking down the steps as well.

"Did he…..well did he also tell you what compound he added to the serum?" asked Michael stopping at the last step and turning to the wall-crawler.

"What?" Spider-man responded with raised eyebrows "Uh…..No…Parker didn't tell me anything like that"

"Well it seems that my delicate flower Debra has not been very forthcoming with us. Over the phone few minutes ago she called me from an ambulance to tell me the truth"

"Ambulance? Truth…what truth"

"The Truth is that she didn't find the chemical compound for the serum, she stole it out of Peter Parker's locker"

"SHE WHAT!" Spider-Man shouted in shock, "SHE STOLE IT OUT OF….." he started before pushing past Michael and running towards his locker. He put in the combination and threw it open. Spider-Man's eyes widen in shock as he saw that the Petri dish and one vial of his blood was gone.

"NOOOOOOOO THAT STUPID GIRL!" he growled.

Michael came running over and he peered into the locker curiously.

"What is it?" he asked.

"I think I can fill in the blanks" said Spider-Man "She found a Petri dish in here that showed cellular stability for the reptilian project so she showed it to Dr. Connors and he tested the serum on himself and then he started to mutate into that…Lizard Creature"

"Yes, that's right…it seems Peter has told you a great deal, but the problem is that Peter didn't use any of the chemical bonding agents to create cellular stability….he used something else and we must find it….it may be the only way to help reverse Dr. Connor's mutation"

"Well look no further Michael…..you're looking at the chemical compound" he said turning to face him.

"What?"

"Parker used some of my blood for the experiment"

* * *

**Connors Apartment**

**SMASH! **The door to the Connor's apartment was kicked off and in stalked the Lizard. He stepped into the apartment and his red eyes looked around. The more time that he spent walking around and becoming calmer the more his mind began to remember who he used to be which is how he remembered where he lived. He didn't remember everything just bits and pieces.

"Home" he hissed surveying the living room.

**SNIFF SNIFF!** The Lizard held up his head and began to sniff, his sniffing lead him further into the apartment and towards the bedroom. His eyes fell upon a night-shirt laying on the bed, he walked towards the shirt and put his nose to it and sniffed it several times.

"Mate….W…W-W…Wife" he said holding up his head and sniffing again.

The Lizard quickly turned around and hurried out of the bedroom, he made his way back into the living room and he went towards the slightly opened window. He grabbed it then opened it and then went outside.

The Lizard sniffed the air again using his powerful new senses to lock onto the scent of his wife. There were over a dozen new smells but his mind was only focused on one and it was in that focus he found the scent, it was faint and fading but he recognized it as his missing wife.

"Wife" he growled. The Lizard jumped and he stuck to the side of the apartment building and he rapidly began to climb to the top. Once at the top he ran to the edge of the opposite side and with a mighty leap he jumped across.

* * *

**ESU**

Spider-Man sat at a station with his hands on the bridge of his nose, he let out a sigh of frustration and then gritted his teeth. The reason for his frustration was because an overwhelming feeling of guilt that was racking every second of his conscious thought since learning that the reason for Dr. Connors transformation was because of the blood in his locker…..his blood.

'_This…..is all of my fault'_ he thought to himself _angrily 'How could I have been so stupid to think something good would come of using my blood. It's a miracle that I'm not dead or or mutated into some giant spider thing….which may still happen. God why did I have to use my blood what was I thinking, Dr. Connors is out there right now as some monster and….' _

"Oh no" came the voice of Michael Morbius

Spider-Man shifted in his seat and he looked at Michael who was hard at work studying the samples left behind by Mr. and Mrs. Connors before they rushed out of the lab apparently going to look for him. He had a look of concentration and determination on his face. He took his eyes away from the microscope and was mumbling something to himself while scribbling some notes down in a notepad.

'_Look at him he working on how to fix this, while I'm over here wallowing in guilt…but it is my fault that this happening…well partially Debra did steal the experiment from my locker and the next time I see her she and I will have words but this situation is still my responsibility. So come on Parker get your head in the game.'_

"Did you find something Michael?" Spider-Man asked. Michael turned to him and nodded his head.

"I did. Despite the fact that Dr. Connors' DNA is mostly reptilian, I discovered that there is still some traces of human DNA left….but I'm afraid it's almost gone. I've done some rough calculations and in precisely 7 hours all traces of human DNA will be gone and Dr. Connors will more than likely be permanently stuck as a….."

"Giant Lizard" Spider-Man finished.

"Yes, although like I said this is just a rough calculation, there are many unknown factors"

"Such as?"

"Well the reason why his condition is rapidly spreading like this could be linked to his emotional state…..stress, anger, or it could be linked to adrenaline, it could be time based..." Michael rattled off before being interrupted.

"I got it. For now though we'll be operating on the assumption of 7 hours…but that doesn't give us a lot of time to find a cure though does it"

"No it does not Spider-Man. No it does not"

Spider-man shook his head and walked towards the open cabinet with the Petri dishes full of the serum that the Connors, Debra, and Michael re-created and he grabbed one. He returned to his station and put it under the microscope.

"Let's get to work"

* * *

_**TV **_

"_Breaking News coming at you New York. I'm Michelle Burns and I'm bringing you this urgent news report just as it has come to our attention. Almost an hour and a half ago we have word of a mutant attack. Mutants as defined by Senator Kelly…individuals with strange powers and strange often times grotesque physical features. Now as many of you know there have been many rumors of mutant sightings over the past year or so but this is the first time that we have actual physical proof of one. Now we warn you these images may be a bit graphic…_

* * *

**Hospital: 12:35 am**

Debra sat in a chair watching the news report that was playing on the TV in the room of her teacher and mentor Mrs. Connors. Her eyes widen as the shaky video of her other teacher and mentor Mr. Connors transforming into the Lizard. She had to avert her eyes away from the screen because of the gruesome transformation.

* * *

_**TV**_

_As you can see the as of yet unidentified male was transforming into what appears to be some kind reptile….some type of Iguana, snake or Lizard. This Man-Lizard then went on a rampage against the NYPD and New York Firefighters as they tried to rescue several civilians from a wreck. We've managed to get an interview from several of the firefighters; civilians there were present during the Lizard attack. _

* * *

_Civilian: It was crazy scary you should have been there… the guy mutated into that thing….he is definitely one of them mutant freaks I've been hearing about…..Senator Kelly was right. _

* * *

_Mack the Firefighter: This creature just came out of nowhere and attacked an officer, ripped his car to shreds. I mean I would've believed it if I hadn't seen it with my own eyes. Then the thing turned its red eyes to us and he would've done us in if it wasn't for the quick thinking of my boys with the fire hose. _

_Sean the Firefighter: And if it wasn't for Spider-Man as well. _

_Mack: Yeah the Wall Crawler showed up in the nick of time to save us from the Mutant. _

* * *

"_That's right ladies and gentlemen the webbed wonder known as Spider-Man showed up to battle the Man-Lizard and lead it away from the scene so the paramedics could save the civilians in the car accident. Now that we've all have seen the first real sighting of an actual mutant is this the start of a new trend…..is this Man Lizard the first of an emerging epidemic, for now we can only wonder. This is Michelle Burns Reporting. _

* * *

**Hospital**

"Oh My God….what have I done, this is all of my fault" whispered Debra holding her head down.

"You got that right"

Debra lifted her head to see Mrs. Connors glance at her.

"Dr. Connors you're awake…how do you feel?" Debra asked quickly rising from her seat.

Margaret saw that Debra was sporting some cuts and bruises on her face and hands and she had a neck brace around her neck.

"What happened?"

"We were in a car accident and Dr. Connors…"

"I saw….he transformed into….into…." she started before attempting to sit up in her bed but the motion proved to be a bad idea when she felt a searing pain in her left side and left arm.

She looked to the left to see her arm was in a cast signifying that it was broken; Margaret lifted the covers and used her right hand to feel along her side. She grunted when her hand brushed over the large bandage going down her left side.

* * *

**Outside**

The Lizard sniffed the air and then he eyed the Hospital across the street.

"Mate…..Wife" he growled. He jumped off the roof and he landed with a thud on the pavement.

"WHAT THE HELL!" shouted some people seeing the 7ft Lizard land on the ground in front of them. They all recoiled and back away from the beast but he paid them no mind, he was focused on one thing retrieving his missing wife. He stalked across the street oblivious to the stares and towards the entrance of the Hospital.

* * *

**Hospital**

"Dammit" Margaret cursed while forcing herself to sit up in her bed; she gritted her teeth while unhooking herself from the IV's that the doctors put into her arm.

"Dr. Connors what are you doing?" asked Debra attempting to stop her but Margaret knocked her hands away.

"What does it look like Debra; I'm getting out of here"

"But…"

"But nothing my husband is out there in trouble and I'm going to find…"

"AHHHHHHHHHHH OH MY GOD!"

"AHHHHHHHHHHHHHH"

Debra and Margaret turned to the door as they heard the screams.

* * *

**Main Entrance**

**ROAR! **went the Lizard as he entered the busy Hospital, upon seeing him the patients, nurses and Doctors all began to run for the their life away from the monster.

The Lizard sniffed the air and continued his trek.

"F-F-FREEZE!" shouted an Officer; he had his gun raised at the Lizard who kept approaching.

**POW! POW! POW! POW!** The bullet rounds flew forward and hit him but they bounced off of his thick green scaly hide. The Lizard growled and then lunged at the officer slashing at him with his claws leaving a trail of deep gash wounds on the officer's chest.

**POW! POW! POW**

The Lizard looked over his shoulder to see another officer firing at him. His tail reared up and then slammed into the officer sending him flying back and into a coke machine denting it in the process.

**SNIFF! SNIFF! **

"Wife"

* * *

**Hospital Room**

Margaret's feet gingerly touched the floor and she stood from the bed. She heaved a sigh and took in a deep breath.

"Fight through it Margaret…"

**SLAM!**

Margaret looked up towards the door to see Debra leaning against the door breathing heavily. She had stepped outside to see what all of the screaming was about.

"What is it Debra"

"Your husband is her…" she started before the door was kicked off the hinges. Debra and the door went flying to the ground and the Lizard stomped into the room. He turned his head to the right and his red eyes landed on his wife.

"Wife…"

"Curt" She said looking at him with wide eyes. She had seen him transforming on TV but to see him now in his final transformed state was a bit overwhelming and coupled with her injuries caused her to pass out. The Lizard dash over and caught her in his arms before she hit the floor. He inhaled her scent and looked at her.

"Wife…Margaret" he growled.

**WHOOO WHOOO WHOO **

The Lizard lifted his head to the sound of the police cars, he let out a growl in his throat, his tail lifted up and gently wrapped around his wife. Once she was secure the Lizard jumped over the bed and ran towards the window.

* * *

**SMASH!** Went the sound of the window breaking.

The Police officers down below heard the sound of glass smashing and they all looked up to see a large figure in a white lab coat sailing through the air and to the roof of the building across the street.

"What the hell?"

* * *

**1 hour Later- Sewers**

Margaret's eyes slowly opened and the first thing she saw was dozens of metal pipes. She slowly turned her head to the right and she saw steadily flowing dirty brownish colored water falling out of a large drain pipe and into what looked like a deep pool of more dirty brown water. The next thing she noticed was the disgusting aroma that was being let off by the water; it didn't take her long to surmise that she was in the sewer system that ran beneath the city.

"UGH God…the smell" she groaned attempting to raise her left hand to her nose but the motion brought her attention back to her injuries and she groaned pain.

"Margaret"

Margaret's blood ran cold at the growl of her name; she slowly turned her head around see the massive form of her husband behind her.

"AHHHH!" she jumped at the sight of him. He shied away from her slightly and averted his gaze. Margaret composed herself remembered that this creature was in fact her husband. She took a breath and rose up to her knees, she reached out with her right hand and rubbed it over his scaly bald head.

"Oh Curt. I swear I will find a way to fix you"

The Lizard tensed and pulled back from her affectionate touch and he bore his red eyes down upon her.

"No Margaret, I fix you" he replied back to her.

"How are you talking and what do you mean you'll fix me?" she asked staring up at him.

"M-My…. mind….is still present, the more time I like this the more I….I'm remembering functions…..speech, reason"

"We need to get back to the lab now we can…"

"No Margaret, I'm staying like this"

"WHAT! No! No you're not"

"Yes I Am, Margaret…you have no idea what this feels like. I'm better than I was before, I'm stronger…..faster…..and I can't be hurt. As A human I was weak but as a Reptile….as a Lizard I am strong"

"Curt this….this isn't you. You don't know what you're saying, you're not better you're sick and you need help"

"No it is you that is sick and in need of help. I will make you understand just what I'm saying" he said standing up straight. He turned away from her and jumped into the water and began to swim away leaving her on the concrete bank.

"CURT!" Margaret shouted seeing him leaving her but her cries went unheard.

* * *

**Almost an Hour Later: ESU**

"We've been at this for hours nothing is working" said Michael in a frustrated tone; he was pacing back and forth in the lab. He had tried his best to be calm and collected but he knew….he knew they were running out of time and every second they didn't come up with a solution soon then Dr. Connors would be lost.

"You're right…..nothing is working" Spider-Man replied his own frustration showing through in his voice, "We've tried everything we know how to break the bonding process but so far nothing is working. Even with the Neogenic Recombinator."

"There has to be something we're overlooking…..Where is Debra and Peter maybe if they were here we could figure this out"

"I don't know where Debra is but Parker is probably…."

**SLAM! **

Spider-man and Michael turned to the entrance to see Debra barge into the lab. She looked a bit worse for wear but she appeared to be fine.

"DEBRA!" shouted Michael running to her, he made it up the stair s and he hugged her with all of his might "I was worried….my God"

"What happened to you?" asked Spider-Man

"I was in a car accident" She replied but then her eyes scrunched up in curiosity "Spider-Man….what are you doing here?"

"He's helping me to find a way to save Dr. Connors"

"Where's Peter?"

"I couldn't get in contact with him….we have to hurry Dr. Connors is out of control. I was at the hospital with Mrs. Connors and he showed up and kidnapped her"

"WHAT!" shouted Spider-Man

"Yes, so we have to find a way to reverse this" she stated again.

"Easier said than done Debra, we've discovered that Dr. Connors has about 7 hours…or rather 5 hours left before the Reptilian DNA in his body completely overwrites his human DNA"

"Have you tried to find a way to break apart the bonding process?"

"Everyway we know how but nothing is working" Spider-man answered her which caused her to scrunch her face up in curiosity again.

"You're a scientist Spider-Man"

"I'm a little of everything" he replied "But while we're on the subject of me…that blood you stole Ms. Whitman out of Parker's locker….that was my blood"

"That was yours…..Dear God Spider-Man how are you still alive. Your blood is just …"

"Amazing I know, but do you have any idea what you've done" he said seriously to her. The tone in his voice caused her to shrink away a bit which caused Michael to step forward.

"Yes what she did was wrong but admonishing her now would be pointless and time consuming, let us focus on the task at hand"

Spider-Man gritted his teeth before releasing a sigh and rubbing his head.

"You're right…..we'll do this later, right now we need to focus. So does anybody have any ideas?"

The three of them stood there looking between the other in anticipation but no one said anything.

"Anything?" he asked.

"Nothing"

"Wait….I may have something" said Debra

"Please…don't keep us waiting" Spider-Man replied.

"You've been going about this the wrong way; we need to change our thinking" she continued breaking away from Michael and pacing back and forth "We have to throw out the idea of reversing the effects"

"But Debra…."Started Michael

"She's right" Spider-Man interrupted glancing at him "We've being trying to reverse his condition for hours and it has gotten us no where….I hate to say this but she's right"

"Thanks" Debra replied dryly.

"Please continue"

"Well, Michael you said Dr. Connors has about 7 hours before his condition is permanent"

"Yes but it's more like 5 now"

"We need to figure out a way to stall that time table" she finished while stopping her pace and turning to her companions. Spider-man put his hand to his chin and he began to mull over what Debra just said.

'_Stall…..like throwing a wrench in a big machine...but how'_ he asked himself.

"Could another dose of Radiation from the machine do that?" Michael threw out.

"Not unless you want him to become a super Lizard…remember the Neogenic Reombinator is keyed into Reptilian DNA" Debra replied rolling her eyes.

Debra's words ran through each of their minds and like a bolt of lightening they were each hit with the same solution.

"THE RECOMBINATOR!" all three yelled out at the same time. The three then turned to the machine and rushed towards it.

"Of course why didn't we think of this before?" asked Spider-Man

"It's keyed into Reptilian DNA…to boost it, but what happens when we program it to be keyed into Human DNA" said Michael

"The burst of radiation would seek out the Human DNA and give it a boost which may be enough to combat the Reptilian DNA that's trying to take over and revert him back to normal" Debra finished, "But it's a long shot"

"Oh My God" said Spider-man as another hit of realization crossed his mind.

"What is it?" she asked.

"I think I know why he transformed into that Lizard thing"

"Why"

"I….Parker told me that he combined my blood in the Petri Dish with the Reptilian DNA and then he used the Neogenic Recombinator, but what...I….he didn't think about was the blood. My Blood. I received my powers through a form of radiation…..so my radioactive blood…..combined with another dose of radiation that's keyed into Reptilian DNA"

"Equals a 7ft Lizard" Debra and Michael finished.

"The Reptilian blood got two shots of radiation instead of just one" Spider-Man said.

"It's the only logical explanation" Debra replied scratching her face "But this solution we have should work…because now we're gonna give the Human DNA another dose of Radiation"

"Oh No" gasped Michael

"What?" Debra asked.

"Do either of you know how to reprogram the Neogenic Recombinator to target Human DNA"

"….DAMMIT!" Spider-Man and Debra yelled because they didn't know how.

"Only the Connors know how this thing works and both of them are missing" commented Michael running a hand through his thick dark hair.

"So what do we do now?"

Spider-Man lifted his head as a familiar buzzing filled his head.

'_Spider Sense…Danger' _

**BAM!**

The three occupants turned to the entrance again but only this time standing there in all of his reptilian glory was Dr. Connors aka The Lizard.

"YOU" he growled upon seeing Spider-Man

"HIDE!" Spider-Man shouted over his shoulder

"Good idea" Debra and Michael said at the same time.

* * *

**ROAR!** The Lizard jumped and sailed towards his webbed foe but Spider-Man showing his speed and agility jumped to the side at the last second. The Lizard saw him dodge and twisted his body make his tail whip towards his enemy.

Spider-Man saw the tail but it came at him too quickly and smacked him in the chest knocking the wind out of him and sending him flying back.

"Ow" he groaned, he put a hand to his chest and looked at the Lizard who was bearing his sharp teeth at him.

"Dr. Connors listen to me….I'm trying to help you"

"I do not need your help" he growled back swiftly lunging at him again. Spider-Man backflipped and kicked him in the chin, he stuck to he wall behind him and then sprung off the wall at his mentor.

The Lizard quickly recovered and leaned to the side avoiding Spider-Man's punch. Spider-man shot at web at the Lizard's chest but the Lizard grabbed the web, he swung Spider-man around and then threw him towards his office.

**CRASH!** Went the sound of him crashing through the glass window.

The Lizard let out a growl and then turned his red eyes onto the Neogenic Recombinator. He walked towards the machine and he grabbed it with both of his hands and then ripped it off of its stand.

He swiftly turned and began to walk towards the exit.

* * *

'_God…..he has agility and strength that's equal to my own….probably because he has some of my blood inside of him' _Thought Spider-Man rising up to his feet.

"He's getting away"

Spider-Man looked to the left to see Debra and Michael huddled together looking out of the open door at the Lizard. He then turned his eyes to the broken window he crash through and sure enough the Lizard was making his getaway but he had the Neogenic Recombinator in his arms.

"Why is he taking the Recombinator?" He asked.

"Is he trying to cure himself?" Debra asked rhetorically.

"I don't know….why don't I go ask him" said Spider-man

"Wait Spider-Man don't" Michael called out

"Why?"

"He has Mrs. Connors somewhere…..follow him back to wherever he's going"

"Good idea"

Spider-Man quickly reached into his utility belt and grabbed a spider tracer and then threw it with perfect accuracy. The small red tracer connected to the back of the Lizards' calf right as he exited the lab.

"You two stay here" he said.

"And do what?" asked Debra.

"Pray" he replied jumping out of the window and hurrying after the Lizard.

* * *

**Two Blocks Away**

Spider-Man crawled along the side of a building in a heavily shadowed area, his eyes glued to the form of the Lizard. So far his target hasn't noticed him, he had been careful to keep his distance so as not to spark another confrontation.

"Where are you going Dr. Connors?" Spider-Man asked out loud watching him but his scrunched up as he saw his mentor heading towards an open man-hole.

"No…Please no….not the…"

The Lizard jumped and fell down the hole.

"Sewers…eww"

* * *

**Sewers**

Spider-Man lowered down into the hole upside down a web, he looked to the left and right only to find that the Lizard had disappeared. He jerked his body forward and he stuck to the grimy brick wall. He reached for his utility belt and he removed his spider-tracer locator. He looked at the device as saw a beeping dot moving ahead of him, so he began to crawl along the wall after the signal.

'_I've gotta hurry time is running out…no telling how much time was shaved off with that little flare up in the lab or how much will be shaved off when he and I fight again. God I really don't want to fight him….but I have to, he won't listen to reason. Although I wonder how he was able to talk…..maybe he is in there somewhere I just have to figure out a way to reach him' _

Spider-Man reached the end of the pipeline and he saw a waterfall of dirty water that led to another pipeline. He looked at his locator and it told him he had to go down the pipe.

"I bet the Fantastic Four or the Avengers never had to slosh through the sewers of New York at 2 in the morning. The glorious life of being Spider-Man" he said before jumping down the pipe.

* * *

**THUD! **Margaret jumped at the sound of the Lizard landing a few feet away from her and upon seeing him her eyes fell upon the Neogenic Recombinator and she knew exactly what he was planning.

"Oh MY GOD NO!" she gasped backing away.

"Don't Worry Margaret it won't hurt at all…..It will transform you into a Lizard like me. It is the only way for you to understand"

"Curt please don't do this if you use that thing on me I will die" she said fearfully.

"You're just scared of the idea of being something better" he replied taking several steps forward.

"YOU'RE NOT BETTER!"

* * *

**Up Above**

Spider-Man landed on a pipe several feet above the medium sized cement bank. He peered down below and he saw the Lizard and Mrs. Connors.

'_Bingo…..There's Mrs. Connors. She seems to be fine' _

"YOU'RE NOT BETTER!" Mrs. Connor's shouted.

Spider-Man tilted forward a bit and he focused his hearing to see if he could hear what they were talking about down below.

* * *

"YOU'RE THE ONE THAT'S NOT BETTER MARGARET!" The Lizard snarled out, "But I'll make you better"

The Lizard looked down at the Neogenic Recombinator and he lifted up his right hand, using one of his sharp claws he flipped a switch and the Recombinator began to glow.

"CURT NO!"

"NO MORE TALKING MARGARET!"

"CURT WHAT ABOUT THE SERUM! I…..Don't have any of that blood Debra used to stabilize the radiation…"

The Lizard stopped what he was doing as he heard her words. She was right….without the serum with the Reptilian DNA and Blood she was just be receiving a heavy dose of radiation which would no doubt kill her, but that's when an idea crossed his mind. He looked at his right arm and then without warning he suddenly chomped his jaws down on part of his arm drawing blood.

"The Serum is in my blood…..I'll give it to you and use the recombinator to speed up your transformation" he growled stepping towards her with his bleeding arm forward.

"CURT! STOP IT! NOOOO!" she yelled.

* * *

**Up Above**

"Okay I've heard enough"

Spider-man jumped and rolled in the air before shooting a web and swinging towards his target.

* * *

"NOOOOOOOO" Margaret yelled again but her cries went unheard as the Lizard continued forward.

"SORRY DOC CAN"T LET YOU DO THAT!"

The Lizard didn't even have time to turn before two feet slammed into his side sending him flying to the side. Spider-Man landed on the ground in front of Mrs. Connors.

"Spider-Man" she gasped.

The sudden strike from Spider-Man caused the Lizard to drop the Neogenic Recombinator, the wall-Crawler quickly bent down and grabbed the machine and thrusted it into Margaret's arms.

"Wha…"

"Reprogram it to target and boost Human DNA…..there are still some traces of Human left in Dr. Connors blood but it's being overwritten by the Reptilian….."

**ROAR!** The two turned to see The Lizard baring his teeth and growling loudly and uncontrollably. He looked at Spider-man and he got down on all fours and scurried towards him.

"I'LL DISTRACT HIM!" Spider-Man shouted shooting a web and pulling himself away.

Margaret watched as the Lizard changed direction and headed after him, she nodded her head and dropped down to the ground with the Recombinator. She grabbed a section of the machine and pulled it open and grabbed the wires inside.

* * *

The Lizard sprung up in the air and he sailed over Spider-Man he swiped at the web and cut it with his claws sending both to the ground. On the way down the Lizard tried to strike him with his tail but Spider-Man twisted out of the way, he grabbed hold of a nearby pipe and swung around it like a gymnast and slammed both of his feet into the Lizard's chest. He then grabbed him by his white lab coat and held onto him tightly as they hit the cement bank hard, but the Lizard barely registered the fall due to his tough hide and he continued to thrash around. Spider-Man used all of his strength to keep his jaws away from him but it was proving to be quite the challenge.

"DR. CONNORS LISTEN TO ME WE'RE TRYING TO HELP YOU!" he shouted, but he wasn't listening. The Lizard let out a loud roar and overpowered Spider-man to the point where he had to jump away. He flipped in mid-air and landed in a crouch.

The Lizard stood and let out another roar followed by copious amounts drool, his eyes flashed a dangerous red and he focused on Spider-man.

'_Oh No…..I think whatever tenuous grasp on his mind he had is gone. His mind is all reptile, which means he doesn't have much time' _

"MRS. CONNORS!"

"I'M ALMOST DONE GIVE ME A FEW MORE SECONDS!" she shouted back.

"Right" he replied

The Lizard spun around and whipped his tail at him, Spider-man jumped over the attack which continued and slammed into the brick wall smashing a part of it to pieces.

Spider-man jumped out of the way and he fired a set of web balls at the Lizard who took a few steps back from the attack but was otherwise unharmed. He bent down and grabbed a chunk of the brick wall he destroyed and threw it at the wall crawler who dropped to the ground avoiding the debris. He looked behind him to see the chunk of bricks smash into the wall behind him but some of the pieces ricocheted dangerous close to Mrs. Connors who covered herself from the dust and small rocks.

Spider-Man turned back to the Lizard who had another chunk of brick wall raised over his head. Spider-Man jumped to the side and stuck to the wall and quickly climbed up and away. The Lizard followed him with his eyes and threw the chunk of wall at him but thanks to his spider sense he sensed it coming at it allowed him to quickly turn and fire a web at the chunk of wall. He used his strength to twirl it around and throw it back at the Lizard.

**BAM!** Went the sound of the debris slamming into the Lizard knocking him down.

* * *

Margaret looked up only to see her husband receive a face full of brick wall that looked liked it hurt. She gasped slightly but remembered that the thing in front of her wasn't her husband…it was his illness an affliction that was plaguing him and the only way to help him was to finish what she was doing. She looked back down at the Neogenic Recombinator and continued to fiddle with the inner workings of the machine.

"All I have to do is re-connect the…"

"MRS. CONNNORS HURRY!" Spider-Man shouted. Margaret heard the shout and she doubled her efforts, she pulled a blue wire up to her face, she bit the wire clipping it in half and then took one half of the blue wire and attached it to another part of the machine. She released a heavy sigh and then pushed the top closed on the Machine.

"I'M FINISHED ALL WE HAVE TO DO IS TURN IT ON!" she shouted back.

* * *

**ROAR!**

Spider-man from his position on the wall saw the Lizard stand back up, he shook the dust and mini-brick chunks from his body and he angrily eyed Spider-Man. He hissed and ran towards the wall he was sticking to; the Lizard cocked back his right hand and then slammed his fist into the wall.

The sheer power behind the strike cause the wall to wobble then crack and break apart.

'_SPIDER SENSE!'_ thought Spider-man urgently, but he didn't need his spider sense to see what was happening. A giant crack rippled along the wall and towards him, he could feel the whole was he sticking to break and crumble.

"AHHHHHHHHHHHHH!" came a scream.

Spider-man looked to the left to see that the pieces of the wall were falling off and towards Mrs. Connors. She attempted to run but she was limited in maneuverability, she took two steps to the side before a shadow formed over. Margaret turned to see a mountain of brick rubble about to fall and crush her, she had just enough time to gasp, but before all of the rubble could crush her a giant web net formed over half the bricks, but a few escaped through and tumbled on top of her.

"MRS. CONNORS!"

The Neogenic Recombinator flew from her hands and skidded across the cement until it hung precariously over the edge of the bank.

The Lizard heard Margaret's scream and he turned to her just as a few rocks tumbled onto her. The sight of his wife being hurt jolted whatever conscious thought back into him.

"Wife…MARGARET!" he shouted dashing over to her. He grabbed the rocks on her and effortlessly threw them away.

* * *

"MRS. CONNORS!" Shouted Spider-man. He had jumped away in the nick of time and landed on some pipes. He shot a web net in hopes of stopping the crumbling wall from crushing Mrs. Connors but a few escaped through. Spider-Man gritted his teeth as he used his strength to toss the rocks in the web net safely away from his teacher.

"MARGARET!"

Spider-Man looked down to see the Lizard rush towards her and free her from the rubble; he continued to watch as he Lizard gently cradled her in his arms.

'_Spider sense'_

Spider-Man followed his spider sense to see that it was alerting him to the dangling Neogenic Recombinator.

"Now's my chance" he said shooting a web and swinging down below.

* * *

**Down Below**

"Margaret….I'm sorry, I'll fix you" the Lizard said as he cradled his wife who was still semi-conscious. She weakly reached a hand up towards him, but a shadow passed over them.

The Lizard looked to the right to see Spider-man land on the bank and quickly pick up the recombinator. The sight of him sent the Lizard into another rage.

**ROAR!** He growled out menacingly while springing up from his spot and running towards the hero.

Spider-Man turned in time for the Lizard to tackle him and send them both into the dirty brown sewer water.

Margaret shakily pushed herself up into a sitting position despite all protest from her body.

"Curt…Spider-Man"

* * *

**Water**

Spider-man and the Lizard twisted and rolled through the water. The Lizard snarled and bit at him but he was able to jerk his head out of the way of his mighty jaws. Spider-Man lifted his leg and kicked him away but Lizard was able to swing his tail and knock the Recombinator from his hands.

If the Lizard was swift on land in the water he was even swifter, because before Spider-Man could even reach out for the machine the Lizard was upon him. He grabbed him and sunk his claws into his arms.

"ARRGHH!" Spider-man gurgled feeling the claws sink into his flesh. The Lizard raised his hand and came forward but Spider-man leaned back and pushed away from him and swam as fast as he could towards the recombinator that was glowing at the bottom.

The Lizard caught up with him and tackled him again sent them both spiraling forward, Spider-man elbowed him in the side of the throat stunning him for a bit. They were so close to the bottom that he could practically touch the recombinator but the Lizard was keeping him away, had his arm in a death grip.

'_Come on Spidey…reach…REACH!'_ he thought frantically trying his best to pull away from him and reach for the only thing that could save his teacher's life.

**POP!  
**ARGH!" he growled in pain feeling his arm popping out of its socket but it allowed him to grab the recombinator.

The Lizard let him go and grabbed at the recombinator as well and the two struggled for a second before Spider-man hit the switch on the side of the machine turning it on.

The glowing intensified followed by electric sparks until finally a high powered tri-colored beam fired out and straight at the Lizard who was in its path.

The Beam hit him and he let out a muffled howl of pain.

* * *

**Cement Bank**

Margaret had managed to crawl to the edge of the bank and peered down into the water. Her eyes widen though as a bright light emerged from the bottom of the water and it only grew in brightness. The water began to bubble until a giant column of brown water and light shot straight up.

Margaret stared up at the column but had to cover eyes because of the brightness. The column of water and light only lasted a second before it ceased and returned the pool.

She wiped the water from her face and she sat up on her knees and looked at the water again.

**SPLASH!** Spider-man broke the surface of the water and he greedily sucked in air. He lifted up his right hand shot a web and pulled himself and the unconscious human form of Dr. Connors out of the water and to the bank.

"CURT!" shouted Mrs. Connors crawling towards her husband and hugging him with all of her might.

"ARGH!" grunted Spider-Man as he laid down next to them, "He'll…be…..okay" he said out of breath.

"Thank you Thank you" she repeated over and over kissing her husband on the head, Margaret lifted her head and saw that Spider-Man was gripping his left shoulder in obvious pain, "Are you gonna be alright"

"My…shoulder….I think it's out of place" he groaned back.

Margaret gently laid Curt down and she went over to him and helped him into a sitting position. She felt along the joint area of his shoulder and sure enough it was popped out of socket. Margaret then gently took hold of his arm.

"This may hurt" she said before yanking it forward.

**CRACK!**

"AHHHHHHHHHHHHH!" he yelled before collapsing back to the ground breathing heavily.

"Are you okay"

"Much…..better…..thanks. Give me a second and I'll get us out of here" he replied from his spot on the ground.

She nodded her head and turned back to her husband.

"Is the recombinator still down there?" she asked.

"Yes it is…..I'll get it too in just a second"

"No, leave it…..that intense level of radiation is too dangerous, let it sink" she stated bringing her husbands head to her face and relishing in the fact that he was once again human.

* * *

**Next Day: ESU**

Peter, Debra, Michael, and both of the Connors stood in their lab looking at each other awkwardly. After the ordeal they went through just a few hours ago no one really knew what to say or do. The Connors had called a meeting for them all to meet but once they arrived they all just stood there waiting for someone to say something but for the past few minutes not one word was spoken.

Peter looked at Curt and he looked a bit worse for wear with some dark circles around his eyes and a tired expression on his face but otherwise he was fine. The most important thing though was that he wasn't the Lizard anymore and he only had one arm again. Mrs. Connors was still sporting some bruises on his face and her arm was still in a cast but overall she was okay a well.

He himself was…..like he always was after a big fight with some crazy creature, tired, sore and wishing that it didn't even happen in the first place. He turned his eyes to Debra who still had a neck brace around neck but upon seeing her his anger at her return 10 fold and like he promised himself he and her were gonna have some words.

"What the hell were you thinking" He stated out loud causing everyone to turn to him "Stealing from my locker" he finish turning to Debra. She let out a sigh before answering him.

"I don't know what I was thinking okay. I just….I just I don't know"

"This whole situation is your fault Debra…Your Fault"

"Okay I admit I'm partially to blame but you're the other half of the equations. What were you doing with Spider-Man's blood….and get this Parker told his buddy Spider-Man all about our experiments"

"He was trying to help"

"Big freaking help the both of you are"

"Don't try to twist this….you stole from….."

"ENOUGH!" Curt shouted catching everyone's attention. He straightened up and he caught the eyes of everyone, "Enough….this is no ones fault but mine. My ambition…..my….." he started before stopping and gripping his stump of an arm again. He could feel that familiar pain creeping up again.

"Curt"

"I'm closing down our experiment, but I'm pretty sure you all knew that. We've destroyed everything concerning the experiment including the serum we synthesized"

The three interns shook their heads because it was something they all expected.

"Since being turned back into human I've reviewed my DNA. I'm not cured" he continued in a low voice.

"I was afraid of this" said Michael "Let me guess….the progression has only stalled"

"Correct" Dr. Connors replied releasing a sigh "It's stalled but it hasn't gone away, for how long it will be stalled I can not say….which is why Margaret and I are moving away…effectively immediately"

"WHAT!" they all shouted.

"It's for the best" Mrs. Connors said.

"But…."

"But nothing Debra….I can't risk turning into that…..thing again when there are so many people in this city that I could hurt"

"Where will you go?" asked Peter.

"We're going to Florida….my parents have a house tucked away in the Everglades…it's the best place for us. Away from society, prying eyes and any stressful situations" said Mrs. Connors.

"Margaret you should stay here and continue to…"

"Forget it…where you go I go. You can't solve this on your own"

"What's going to happen to us? Does this mean our internships are no longer in effect" asked Michael looking at the two of them.

"Yes and No" Mrs. Connors answered.

"You'll still be interns…just not with us, we realize the prestigious of this internship and we don't want to end it on a note such as this, so I'm going to make a call to a friend of ours who is also in the field of Genetics. The last I heard she was working for a company but it was only on the weekends and she was in need of something a bit more academic"

"Who is it?" asked Peter.

"Her name is Dr. Mariah Crawford and she works for Roxxon Corporation" Dr. Connors answered, "I thank you all for your help and I'm sorry that all of this is happening. We were supposed to change the future through genetics but all we did was unleash something that…..nearly destroyed everything I care about" he said turning to his wife. Dr. Connors hung his head and he turned around and made his way to his office.

"I'm sorry" he threw over his shoulder as he continued on his way. Mrs. Connors eyed him sadly and then turned back to the three interns.

"We're going to leave your contact info with Dr. Crawford. While we're gone there are going to be many questions to our whereabouts and…." She started before being interrupted by Peter.

"Mrs. Connors you don't even have to finish that….this whole ordeal will stay between us…I promise"

"I promise too" said Michael

"Ditto" Debra added.

Mrs. Connors smiled a sad smile before turning and following after her husband.

Peter, Debra, and Michael watched her go and then they turned to each other. Peter scowled a bit a Debra before walking away and to his locker. He put in his combination and popped it open. He quickly removed the last remaining vial of blood.

"Where is the other vial?" he asked looking at Debra.

"Destroyed" she stated but he kept looking at her with a hard stare "It's Destroyed I swear…it broke in my pocket when we crashed"

Peter waited a second but his spider sense didn't detect anything so he turned away from her and to the sink. He took the top off and he poured his blood down the drain.

"That's the end of that"

* * *

**Across Town- Madame Web's Space **

"HAHAHAHA WAS THAT NOT EXCITING!" shouted the Beyonder, his laughing echoing throughout Madame Web's home.

"You and I have a very different definition of the word exciting Beyonder" Madame Web replied linking her hands together.

"Oh come now Cassandra you can't tell me you didn't feel a shred of excitement watching your precious little Spider-Man fighting that mindless beast…..no excuse me fighting his teacher….his friend. Oh woo is me" he said mockingly "You humans and your feelings HAHAHAHA I just do not understand" he said

"Beyonder you need to stop this game of yours now" she replied strongly.

"Was that a demand Cassandra…are you making a demand…of me"

"…."

"The game stops when I win"

"You won't win you'll destroy us all….I've seen it"

"HA! You've _'seen it'_ you may possess a….fraction of the Watcher's powers but you don't have a very strong grasp on how his powers work….and I suspect you never will, after all…. you're only human. HAHAHAHAHAHAHAHAHA!"

The Beyond vanished in a flash of light but his laughter continued to echoing throughout her drastically altered apartment.

Madame Web leaned back in her webbed throne and released a sigh; she let a small smirk grace her lips before she waved her right hand. Red mist swirled in front of her and a Tarot Card formed. She grabbed the card and looked at it intently.

"I beg to differ Beyonder….I have a better grasp than you may think, and something tells me that before this game is over you'll get to experience first hand what its like to be…..human"

* * *

**End Chapter: Read and Review: Hey Readers it's me Nomad88 again with the closing comments. Well Everyone I hope you enjoyed the Lizard arc another one of Spider-Man's classic Villains. I tried to stay true to the character so I hope I succeeded. I know it started off kinda sappy in the beginning but hopeful the epicness of the Lizard battling Spider-Man made up for it, this chapter had a bit of everything, drama, action, intrigue and a little bit of teasing for future stuff down the line so I'm wondering can anyone pick out all the pieces HAHA. Also, aren't you readers glad I broke the chapter up and gave you part 1 last time and this part this time….these chapters are long, so a big enthusiastic THANK YOU goes out to everyone who takes the time to not only read but review as well. I try to make some of the chapters short and sweet but my mind just keeps pouring out ideas and I thank all of you for sticking with me. Anyway again I hope all of you out there enjoyed the chapter and the arc. That's another classic villain down…by my count we still have about two left and guess what one makes a Cameo in the next chapter and one will be featured can anyone guess who the last two villains are going to be. If any of you have any questions, Comments, or Rants feel free to send it to me whether it's in the review or through a PM. I will do my best to get back to you as quickly as Possible. So this is me Nomad88 saying REVIEW and I'll see you readers Later….**

**Ps: Yes I know Batman Beyond and Secret Warrior they are coming just keeping on holding on my loyal readers. In the meantime though I hope you're thoroughly enjoying TSA: The Amazing Spider-Man vol 2, because there are more epic chapters on the way. This is me saying Later….**

**Next up: Concrete Jungle **


	57. Concrete Jungle

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers I'm back again with another brand spanking new chapter in the ongoing saga known as The Spectacular Adventures of the Amazing Spider-Man HAHA. In the last chapter our favorite wall-crawler battled the Lizard one of his oldest classic enemies. As I've been saying for a while now this is the classic arc and if you readers have been keeping count we have two more left and guess what they're in this chapter so sit back relax READ, REVIEW(A Writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 49: Concrete Jungle**

**1 Week Later: Shanghai- 10:30 pm**

A Chinese man in his mid-thirties wearing an expensive business suit ran as fast as he could through the crowded streets of Shanghai. He barreled through any civilians in his way whether they were young or old, man or woman...he didn't care. The only thing the nameless man cared about was getting away, far away from the person pursuing him or rather the people pursing him. He glanced over his shoulder seeing how far they were behind him and they were gaining, he let out a growl and then turned a corner.

* * *

Shield Agent Maria Hill ran as fast as she could behind the Chinese Man.

"This is Hill he's heading east on foot" Maria said into her communicator, she was pushing past civilians as well trying her best to reach her target. She turned the corner as well as still saw his fleeing form.

"Hill back up is on the way….keep your distance from him the Chameleon is too dangerous for you to take on yourself" came the voice of Nick Fury over the communication line.

"No can do sir this is our only shot at catching him…need I remind you he's been off our radar for the past 11 months causing problems for us"

"Regardless, we stopped him from assassinating the Chinese Prime Minister. I don't want any dead Agents on this mission there is no need for you to sacrifice your life by taking him on yourself…keep your distance and wait for back up. Agent Carter is right….."

"I can take of myself Sir. I can do this"

"HILL GODDAM….." started Fury before the line was cut.

"Sorry sir you're breaking up" Maria said doubling her speed and running after the Chinese Man who was none other than the elusive Saboteur and Assassin only known as **The Chameleon**.

'_This is your shot Maria to take down one of SHIELD's most wanted, don't screw it up'_ she thought to herself.

* * *

'_My God….this Bitch is relentless'_ thought the Chameleon glancing over his shoulder again and seeing that Maria was gaining on him, but while he saw her he didn't see anyone else following him which told him that she was alone. The Chameleon turned his head back around and let a smile grace his lips. He continued to run until he turned another corner and down into an alley. One thing about the Chameleon was that he was a person that always had a contingency plan…always. He had several escape routes planned throughout the city and one of his routes that were away from private eyes was just up ahead and that's where he would spring his trap. He let his smile grow as he lifted his hand and put it on his belt buckle which was a very odd looking circular buckle that was green in the center and two small buttons on the top.

* * *

Maria turned another corner and she bummed into a plump woman walking around the corner.

(WATCH IT BITCH!) the plump woman shouted in Chinese.

"Sorry" Maria shouted over her shoulder continuing around the corner but she found herself in an alley, "DAMN!" she cursed.

**CRASH! **

She turned to the left to see a homeless man trying to hide behind some trash bags and cans, Maria smirked to herself and drew her weapon from her holster and aimed it at the man.

"Did you really think you could fool me? I SEE YOU" she said aiming at him.

"Actually I did think I could fool you" came a feminine voice from behind her.

Maria gasped and then turned only for her weapon to be knocked from her hands and a hard kick delivered to her chest that knocked her down to the ground.

"Gah" she gasped hitting the pavement. Maria growled and stared up at the plump Chinese woman she had bummed into_, 'Idiot…what are you a rookie'_ she thought, chastising herself for her mistake.

"I must say….Fury sent one of his better looking Agents after me this time. What's your name beautiful?"

"BY ORDERS OF SHIELD FOR MULTIPLE CRIMES AGAINST SEVERAL CONTINENTS AND IN DOZENS OF COUNTRIES YOU ARE HEARBY UNDER ARREST!

The disguised Chameleon looked at the serious look on her face and he/she started to laugh loudly.

"HAHAHAHAHAHA! Well then...come slap the cuffs on me"

Maria stood up and got into a fighting stance.

"Oh I'm scared now" he/she said mockingly.

Maria started off with a few quick punches but each of her strikes were easily blocked by the plump woman. Now Maria was no slouch when it came to hand to hand combat, in fact she was one of the best S.H.I.E.L.D. had to offer but with the ease that the Chameleon blocked her attack was something that should have set off some warning signs in her head but Maria either ignored it or just really didn't care because she kept coming at him/her with every ounce of strength and skill she could muster. She lunged forward with a punch that was side stepped she then lifted her leg for a roundhouse to the head but Chameleon still in disguise as the plump woman ducked under the attack and the responded with a light kick to her back that sent her stumbling.

"You should quit while you're a head, if Fury really wanted to catch me he should've sent the Black Widow, she's more of a challenge"

At the mention of the Black Widow's name made Maria growl with anger and with speed that surprised herself she hopped up and spun around with a kick that nailed him in the face stunning him for a brief second but that was all she needed. She jumped up again and used her forward momentum and to punch him as hard as she could in the face again as hard as she could. Maria delivered a palm strike to his midsection followed by a knee to the chin, she pulled out a knife and was about to ram it through his throat but at the last second the Chameleon grabbed her hand and stopped the attack.

"Naughty Girl…now you've pissed me off" he growled before twisting her arm and delivering his own palm strike to the chin, with the same hand he grabbed the back of her neck and brought her head forward and into his elbow drawing blood from her nose. He then grabbed her and kneed her in the stomach making her drop her knife. She stumbled back and into the wall trying to recover but the Chameleon's attacks were powerful.

'_I guess…..that's why he's the best'_ she thought to herself. The Chameleon wiped his mouth and he saw a spec of blood and he smirked. He bent down and grabbed Maria's fallen knife and he took a step forward. Maria cracked over her eyes and saw him coming she gritted her teeth and threw out one last attack but he easily blocked it and grabbed her by the throat and pushed her into the wall and held her there.

"ACK!" she gasped feeling his grip on her neck.

"You drew some blood from me…the only other woman to do that was the Widow and even then we were fighting for a while. You intrigue me, so I'll tell you what I'm gonna do. I'm gonna let you live but I'm also gonna give you something to remember me by" he said before stabbing her in the side and twisting the knife a bit.

"AH…..AH…AHHHH!" Maria tried to scream but the Chameleon's grip was cutting off her air.

"Shhhhhhh….you won't die, it just feels that way" he said with a smile on his disguised face, he then leaned forward and kissed her on the lips but she resisted as best could, "Your screams taste wonderful"

"Screw…..YOU!" she gurgled out biting his lip.

"AHHHHH!" he screamed before letting her go and taking a step back. Maria gathered her strength and lifted her foot and kicked him in the stomach.

**CRACK!**

"NOOOOOO!" shouted the Chameleon. Agent Hill kicked his stomach but more importantly her kick made solid contact with his belt buckle. The image of the plump Chinese woman before her shimmered and flickered until the image was broken and the Chameleon's true form was revealed.

He was 6'2 with a slim lean build that was covered with a strange form fitting purple outfit, around his waist was a red belt and the same odd looking circular belt buckle but only the center of it was badly cracked. Everything he was wearing was weird but nothing compared to the white mask he wore over his entire head so no one could determine his features, the only thing anyone could make out were his evil looking blue eyes.

Maria got a good look at him before she fell down to the ground breathing heavily and hand firmly on the knife in her side.

"YOU BITCH! DO YOU HAVE ANY IDEA HOW MUCH THIS THING COSTS!" he growled at her. He took a step forward but then he turned his head to the right when he heard voices and people running.

"HER SIGNAL IS COMING FROM AROUND THE CORNER!"

The Chameleon stopped in his tracks and he looked down at Maria.

"Next time beautiful I won't be in such a forgiving mood" he said before taking off down the alley and towards his escape route.

Agent Hill followed him with her eyes until he was out of eye sight; she reached for the knife in her side and yanked it out.

"GAHHH!"

"MARIA!" shouted Agent Sharon Carter as she turned the corner and saw her friend and fellow Agent on the ground bleeding. Sharon bent down to check on her.

"She's loosing blood we got to get her back to the transport" she called out to the other SHIELD Agents behind her.

"Maria you'll be okay, just stay with me"

Maria vaguely heard her as her eyes rolled to the back of her head and she passed out.

* * *

**Chameleon's Safe House**

The Chameleon climbed through the window of his safe house and he quickly shut the window. He was whispering curses under his breath as he quickly took off his belt and hurried to the single desk in the modest room. He flipped on the light and he inspected the cracked center, Chameleon pressed one of the small buttons on top of the buckle but nothing happened.

"DAMMIT!" he cursed loudly.

The Chameleon was a master of disguise, he had a natural talent for imitating people even from a small age so he decided to take that uncanny ability and turn it into a successful career as an Assassin, Saboteur, Mercenary any job that his skills would excel within and any job that paid him the right amount of money. In his early days he relied mask, wigs, make up and other rudimentary materials to disguise himself as certain people but as the years rolled by and technology evolved so did his methods for disguising himself. During one mission he was hired by a madman who named himself the Tinkerer. Chameleon completed the mission but the Tinkerer did not have the money to pay him, he was getting ready to kill him but right before he pulled the trigger the Tinkerer offered him the belt. The belt allowed him to photograph a subject and then create an identical holographic image of said subject over himself. The belt was a perfect tool for him because not only is it convenient it cuts down on the paper trail. The equipment he needed to create disguise didn't come cheap, several times in the past a few of SHIELD's more outward thinking Agents were able to follow the paper trail and catch up to him but since his acquisition of the image inducing belt he was once again a ghost in the wind. The belt however was very fragile something he found out a long time ago as well when a very rough fall broke it and he had to track down the Tinkerer and get him to fix it but in order to get him to fix it, he had to supply the money and the amount needed was not within his grasp.

"Now what….where am I supposed to get that kind of cash on such short notice" Chameleon asked himself angrily pacing back and forth. He didn't have to think long before a smile graced his mask covered face, "I think it's high time I had a talk with my half-brother"

* * *

**Across the World- African Plains- 12:00pm **

The sun rolled high in the sky heating the open African plain to almost unbearable conditions. Anyone who was not used to such heat would definitely pass out due to severe heat stroke but the heat didn't bother the naked man that was crouching low and hiding in the tall grass. In fact he welcomed the heat….he welcomed the outdoors…in fact he craved for the outdoors…. for nature. The man was of Russian descent and stood at 6'0, with thick dark hair, a deep tan skin complexion due to his prolonged stay in the sun, he had green eyes and a goatee around his mouth. The man's powerful and well defined muscular physique was something to be admired because it looked like it belonged to someone in their twenties, but he was in fact in his mid 40s. The man in question was Sergei Kravinoff but he liked to call himself **Kraven the Hunter**.

Hidden within the tall grass Kraven kept himself still, kept his breathing even and silent. His green eyes trained upon the pack of Zebras grazing a few yards away, he was waiting for the right time to pounce upon one of the unsuspecting animals. Kraven picked up his rather large hunting knife and placed the blade between his teeth as he began to stalk through the grass so he could get a little closer to his intended prey.

The pack of Zebras stopped their grazing and lifted their heads, Kraven stopped in his tracks waiting for them to make a move, it was obvious that they had heard something but he knew for a fact that it wasn't him that that they heard. Suddenly they all began to run in the opposite direction.

**(**F*&^%**)** he cursed in Russian swiftly taking off out of the grass and after the Zebras. The Zebras were fast but not as fast as him, his powerful leg muscles propelled him forward allowing him to gain on the Zebra falling behind. Kraven removed the knife from his mouth and held it at the ready but just as he was about to pounce he heard the loud roar.

**ROAR!.** The master hunter had just enough time to turn his head to see the large Lion in the air come down and tackle him.

The two predators rolled across the dry rocky African plain until coming to a stop, the lion rolled up and began to circle around his prey. Kraven pushed himself up into a crouch, he glanced at his left arm to see two long scratch marks, the wound hurt, but he welcomed the pain…especially since he knew he was going to return the favor to the beast before him. Kraven turned his eyes to the Lion and he grinned a grin.

"King of the Jungle…..we'll see" he said in a thick Russian accent.

**ROAR!**

"RAHHHHH!"

The man and animal charged at each other with the intentions of gutting their opponent, they met in the middle where the Lion slashed at him with his claws and he slashed with his knife. The claws and metal met and bounced off of each other, the Lion landed first and turned around and let out a low growl. Kraven landed and turned to face the lion again and his smile widen even further. He was enjoying himself. The two charged again with the Lion swiftly striking high but Kraven's speed was something to be admire as well because as fast as the Lion was he was faster. He ducked under the strike and brought his knife around and slashed the Lion's arm which earned a roar of pain. The King of the Jungle back away from him and lifted up the wound arm and he let out whimper/growl.

Kraven heard the noise and instantly his smile vanished.

"You are a disgrace…that is a minor wound" he said to the Lion who just growled/whimpered at him "You do not deserve your title"

Kraven held up his bloody knife and he threw it to the ground where it imbedded itself into the dirt, the Lion saw the knife hit the dirt and that's when it sprung into action…leaping off it's remaining good arms and at the defenseless Kraven who was calmly standing his ground. Kraven waited and just as the Lion opened its mouth to bite him he grabbed both of the lips and held the Lion's mouth open wide. He could feel the Lion's strength but he was able to keep him at bay.

"A true hunter knows no pain" said Kraven struggling with the beast, he dug his feet into the ground and he jerked the Lion's head to the left. Kraven gritted his teeth and with a mighty twist he broke the Lion's neck.

**KRACK!** Went the sound of the Lion's neck breaking. Kraven released his grasp on the animal and it lifelessly hit the ground dead, he stared down at the Lion and his smile slowly returned to his face. He bent down and picked up his knife and held he held it close to the Lion's stomach.

"Kraven…is King" he said while jamming the blade into the dead animals' stomach.

* * *

**Hours Later**

The Sun was beginning to set and the cold winds of night began to creep forward, but just as the heat didn't bother Kraven neither did the cold, mostly because he had a brand new Lion pelt to keep himself warm. He had already created a fire and he was cooking pieces of the Lion he had killed earlier. Kraven stared at the sizzling meat but his eyes were more fixated on the fire, the chaotic nature of the natural element having a strong resonance for how he saw himself: wild, powerful and deadly. Kraven took a deep breath and turned his head to the left and looked along the horizon at the setting sun that illuminated the plains he called his home. A small smile formed along his lips but as he continued to look out on the horizon something caught his attention, something was rapidly heading towards his direction. He scrunched his eyes up in confusion for a second until he recognized what was approaching him…..a jeep.

Kraven growled a bit in his throat as he recognized the vehicle.

"Vladimir" he said to himself.

* * *

**Jeep**

Vladimir Kravinoff, the 28 year old son of Kraven the Hunter directed the Jeep he was driving towards a heavily shadowed area of the African plain. He knew that was the area his father would choose to set up camp for the night. Vladimir was almost the spitting image of his father except he had blue eyes, short dark hair, a lighter skin complexion with no facial hair and leaner build. While his father enjoyed the hunt he himself wasn't as enthusiastic, don't get him wrong he enjoyed hunting but just not as much as his father. His father enjoyed being one with the prey that he hunted; living amongst them in their natural habitat even when he wasn't interested in hunting. It was like his father wanted to be animal or at least that's what he thought.  
Vladimir slammed his foot on the brake making the jeep he was driving come to a screeching halt. He swiftly got out of the jeep and he looked within the shadows. Vladimir didn't have to look long before a pair of glowing yellow eyes opened and stared at him.

"Father" he said with a thick Russian accent.

"Vladimir" Kraven replied in the same accent while walking into the light cast by the Jeep, "What have I told you about disturbing me during hunting season" he continued.

"Everyday is hunting season for you father…something urgent has come up"

Vladimir reached into the Jeep and he grabbed a cell phone and dialed a few numbers and waited. While the phone was ringing Vladimir stepped forward and held out the phone to him.

"Uncle Dmitri wants a word"

Kraven's eyes widen and he snatched the phone away from his son and put it to his ear.

**CLICK!**

"Sergei"

"Dmitri. It's been years since we've spoken"

"What can I say time flies when you're having fun. I need a favor" Chameleon replied.

"Why am I not surprised baby brother. You've gotten yourself into trouble yet again and you need me to bail you out"

"Hate to burst your bubble but you couldn't be further from the truth big brother, I need money"

"Who do you owe Dmitri?"

"No one, I don't need it to pay anyone off I need it to help me acquire something"

"Use your own money, I'm sure you've acquired enough of it all of your years being the Chameleon" Kraven stated in slight contempt. He detested what his half-brother did for a living and he has made his contempt for it known on several occasions.

"While it is true I've made a lot of money over the years, I'll never have an endless supply like you…I mean Father did like you the best"

"If you weren't such a disappointment to the family name I might've split the inheritance with you"

"SCREW YOU SERGEI!"

"Temper Temper baby brother, you're an adult throwing a tantrum is no way to get your point across" Kraven said with a smirk on his face.

"Are you going to help me or not"

"How much do you need Dmitri?" he asked.

"75 million" Chameleon answered.

"Why?"

"The Why isn't part of the deal Sergei"

"If you can't tell me why then my answer is no"

"I don't except that….what if I said I wanted to trade?" Chameleon asked.

"What could you possibly have that I would want?" Kraven asked.

"The location of your beloved Calypso" Chameleon replied and as the words left his mouth a sudden silence passed over the phone and it was his turn to smirk.

Kraven gripped the phone tightly at the mention of the only woman he has ever truly loved.

"Where is she?" Kraven growled in a low voice.

"75 million first"

"RAHHH!" Kraven roared slamming his free hand onto the hood of his son's jeep denting the metal slightly. Vladimir had to take a step back because he could see the rage in his father's eyes and he had known him long enough to know when he was enraged it was best not to get in his way.

"TELL ME NOW!"

"Temper Temper Big Brother, you're an adult throwing a tantrum is no way to get what you want" Chameleon threw back him.

Kraven reigned in his anger and he let a scowl cross his face, but as the scowl came it suddenly vanished and a look of realization overtook him.

"You help her escape from me…didn't you" he stated.

"Wow, and it only took you 10 years to figure that out. You may have brute strength dear brother but your intelligence is severely lacking. Yes I helped her escape."

"Why would you do this Dmitri…I am your brother"

"The one lesson I learned from Father is that you must always have a plan. I knew one day I would need your help and she wanted to get away from you…..and here we are, and Sergei you haven't been my brother since you let our father disfigure my face"

A small silence passed over the phone between the two siblings, for a long minute neither said anything both quickly reflecting on an event that would haunt the both of them, but the silence didn't last long before it was broken by Kraven.

"Dmitri….I…"

"Save your excuses brother, I've buried the past and so should you. Back to my little deal, there something else you should know, I've been keeping tabs on her making sure she doesn't attract any trouble and keeping you off of her trail but I have to say the years have to been kind to her, she's aged well…very well…..like a fine wine and its been hard to keep my distance and not get a taste of…."

"ENOUGH!"

"You are so easy" Chameleon laughed, which only caused Kraven to grind his fist into the hood of the jeep even more.

"YOU CAN HAVE YOUR DAMN 75MILLION NOW WHERE IS SHE!"

"She's in the Jungle" the Chameleon replied.

"Which Jungle?"

"The Concrete Jungle"

* * *

**Manhattan, New York: 12:30 pm**

Perched on a building flagpole was Spider-Man staring at the Jumbotron across the street that had the afternoon news broadcast.

* * *

**Jumbotron**

"_Good afternoon New York City this is Michelle Burns bringing you up to the minute news, our top story today Chaos in the five Boroughs. It has been a week and a half since we've seen our first mutant sighting and in that time there have been an increasing amount of people supporting Senator Kelly and his idea to create a bill that demands all mutants to register who they are and what they are capable of doing. Senator Kelly himself even made a few statement regarding last week's mutant Man-Lizard" _

* * *

_Senator Kelly: I've been saying for years now, mutants are real and they must be delt with before they cause even more harm. This Man-Lizard is only the first of a wave of mutants coming….._

* * *

"_Anti-Mutant protestors having been forming all around Manhattan, Queens, and the Bronx as you can see on your screen._

* * *

"_DOWN WITH MUTANTS! DOWN WITH MUTANTS! DOWN WITH MUTANTS!_

* * *

"_The protest have so far have been small groups but everyday the groups are getting bigger. In other news there have been several increases in mob related violence, just within this week reports of men and…excuse me ninjas have increased from the previous week…._

* * *

**Flagpole**

"…_.could this be the start of a new type of Gang War or Mob War only time will tell this is Michelle Burns reporting" _

Spider-Man heaved a sigh and shook his head.

"Ninjas…..no doubt Vanessa Fisk is neck deep in this Gang War with the Mob, but I wonder which family is she fighting. I guess I'll have to head over to DD and see what he knows about…"

**HONK! CRASH!**

Spider-man instantly looked down and he saw a cab driver had crash into Mercedes, he would have swung down but it wasn't a major accident, just a fender bender.

* * *

**Down Below**

"HEY YOU JERK WATCH WHERE YA GOIN HUH!"

"SCREW YOU MAN YOU STOPPED SHORT!"

"BULLSH*&"

"YOU CALLING ME A LIAR!"

"YOU DAMN RIGHT I AM!"

* * *

**Up above**

"New York City" said Spider-Man looking at the scene down below, the owner of the cab punched the guy who owned the Mercedes. While this was going on all of the other cars were honking their horns and yelling profanities outside of their cars. Spider-Man just shook his head and continued to watch.

"What the hell is going on…..Anti-Mutant hysteria, Mob Wars, Violence erupting….not to mention all the other crazies I've been facing within the last Month or so…this place is turning into a Zoo…or better yet a Jungle. Even though the last monster I fought was my fault….partially"

Upon his mind drifting to his teacher Dr. Curt Connors and his transformation into he Lizard a week ago he had to release another sigh. He could still remember the look on Dr. Connors face and the look on Mrs. Connors face once he managed to transform Dr. Connors back into human form. Spider-Man still felt guilty for everything that happened but he mostly blamed Debra, if she hadn't stolen from him then none of this would've ever happened. Although if he would've tried to use his blood then she would not have had anything to steal.

"And If I would not have experimented with my blood Dr. Connors would not have transformed into that Lizard thing and this Anti-Mutant hysteria would not be going on, I bet the X-Men have their hands full right about now. Oy…"

**RING! RING! RING!**

Spider-Man was broken from his musings by his cell phone. He grabbed his phone and answered the call.

"Hello"

"Peter Parker" came a woman's African accented voice.

"Speaking"

"Hello, I'm Dr. Mariah Crawford"

"Dr. Crawford HI! How are you?"

"Never Better, I was hoping you were available to come by ESU today at 2:00pm"

"Sure I can. Actually I'm not that far away it won't take me long to swing by"

"Great. We can talk more once you arrive I'll see you there" said Dr. Crawford before hanging up the phone.

"Well, I guess there is always a silver lining" he said to himself before firing a web and swinging away.

* * *

**Daily Bugle**

Sitting at her desk and updating the Daily Bugles website was Indy Daimonji, she had a look of concentration on her face as she was putting the final touches on the story that's been roaming around New York and that's the Gang War story. Indy smiled as she clicked submit and was finally able to lean back in her chair.

"God that took forever" she whispered rubbing her eyes and letting out a slight yawn.

**PING!**

Indy perked up a bit as she heard the sound, she quickly scrolled down the page and she looked at the hit counter on her website and she smiled when she saw that the hit counter read: 1,000.

"HA!" she shouted in joy.

"INDY!"

Indy turned to see her mentor Ben Urich standing by the elevator.

"Yeah" she called back.

"Come on we got a lead" he said just as the door opened. Indy nodded her head and grabbed her jacket, she threw one last glance at the hit counter and her smile only grew. She then proceeded to the elevator where Ben was waiting.

* * *

**ESU**

Peter Parker walked up the familiar steps of the ESU science building and he went inside but when stepped in a strange feeling passed over him and that feeling only grew as he walked down the hallway. He was a bit excited to meet this Dr. Mariah Crawford but at the same time he kept having flashbacks of the last time he was here and whole Lizard fiasco. He wanted to put it in the back of his mind but the more he tried the more it was at the forefront of his mind. Everyday since the incident he had been constantly wondering about the Connors; did they make it to Florida without any flare ups and will they ever find a cure or….

'_Put it from your mind Parker…..and focus on something positive, like the fact that you're still an intern in the field of genetics under another renowned scientist. Actually I don't know if this Dr. Crawford is all that well known…I've never heard of_ _her_' he thought to himself reaching the door of the lab. He stopped and he read the yellow caution sign that told him not to go inside.

"Probably repairs from the Lizard" he whispered. Peter turned to the right to see a note hanging on the door, "Interns meet in the Zoology lab. Dr. Crawford"

"Okay…Zoology lab…..where is the Zoology Lab?"

* * *

**Room 200: Zoology Lab- 15 Minutes Later**

Peter entered the lab and the first thing he noticed was that the lab was almost the same size as The Connors lab but maybe a bit smaller, along with noticing the size he noticed all of the cages that were built into the wall and in each of the cages were animals. Peter walked down the steps and further into the lab where he could see gerbils, rats, rabbits, snakes, and plenty of other animals….most of them were sleeping but a few of them were active and moving about. He continued to survey the lab and on the far end he could see a woman with her back to him. She was hunched over a lab station peering into a microscope.

"Dr. Crawford" he called out.

The woman perked up and then turned around in her seat, she smiled and stood up allowing Peter to get a better look at her. She was 5'8, with medium length black hair, and brown eyes. She had beautiful sun kissed brown skin which gave her the appearance of being in early 30s despite the fact she was in her late 30s or early 40s. She had an elegant statuesque build that was covered with a white lab coat and blue shirt, a black skirt and white heeled shoes. Overall Dr. Mariah Crawford was a very stunning woman, a true natural beauty.

"Peter Parker I presume" she said with an African accent.

"And you must be Dr. Crawford" he replied walking towards her and shaking her hand.

"It is nice to meet you…Curt told me very little over the phone about you and the rest of your team but the minute he told me all of you were eager young minds I couldn't resist"

"I'm just glad that you were available"

"Oh yes, I only work on the weekends. The rest of the week I'm doing research so this will be a good change of venue for me but do you know the reason why the Connors were in such a hurry"

"Uh….No. No I don't" Peter lied.

"Well…I…" she started before the door opened again and in walked Debra and Michael.

"Hello" Dr. Crawford said to the two as they entered the lab, "I'm glad the both of you could make it on such short notice, come, come inside."

"Dr. Crawford a pleasure to meet you I'm Michael Morbius" said Michael.

"And you Michael"

"I'm Debra Whitman"

"Pleasure" Dr. Crawford said to her, "Well now that we've met how about we all get to know each other"

* * *

**Hours Later Across Town- Private Airfield**

The sun was beginning to set as a leer jet landed on the private runway in the airfield, the whirring machines came to a halt and one side of the jet opened and let down a few steps. From the jet out stepped Kraven the Hunter, he was dressed in an orange leopard printed pants and orange sandals/ boots, around his waist was a utility belt of sorts but it had pouches filled with poisons, darts and a host of other small projectiles but the most obvious thing around his waist was his long and intimidating hunting knife. He had on an orange lion theme vest complete with a lion's mane around the neck, the vest was open in the middle showing his powerful frame, and lastly strapped across his back was a wooden spear.

"New York" he said in his usual thick Russian accent. Kraven inhaled deeply and then spit on the ground. He hated big cities and the primary reason was the smell "Come Vladimir we must find my Calypso" he called out.

Stepping out of the plane was Vladimir Kravinoff and he was dressed similar to his father only his pants and vest were yellow. Vladimir walked down the steps of the jet with a laptop in his hands.

"Father while you were resting on the plane I managed to look up Calypso on the internet…it appears she has changed her name to Mariah Crawford and she lives at….." Vladimir started before his father grabbed the laptop and threw it to the ground. Kraven lifted his foot and proceed to repeatedly stomp on the electronic device. Once the device was destroyed Kraven turned his eyes upon his son.

"We are Hunters Vladimir; we rely on our skills and senses to find our prey…not these….machines. Use the gifts that I gave you"

"Father if we do this your way it will take forever to find her"

"Not if we split up. We will rendezvous at the place we discussed" he replied.

Kraven reached into one of his pouches and he pulled out a few locks of hair, he held the hair up to his nose and he breathed in deeply again focusing on the sweet scent.

"Calypso" he whispered to himself. Kraven put the lock of hair back into his pouch and without warning dashed off with surprising speed.

* * *

Vladimir watched his father run away and he shook his head; he was amazing at how his father whole heartedly embraced his animalistic side.

"It is going to be the death of him one day" Vladimir said to himself before reaching into one of his pouches and retrieving his cell phone, "Technology is the new form of hunting father" he continued before dialing a few numbers.

**RING! RING! CLICK!**

"Hello"

"Alyosha. I need you to do me a favor" Vladimir stated seriously.

"What" the man named Alyosha snapped.

"I need you to run me a trace on a woman name Mariah Crawford…and make it quick little brother"

* * *

**ESU: 6:00 pm**

"Wow, look at the time I didn't even realize that it was this late. I believe we should call it a day" said Dr. Crawford with a smile on her face. For the past few hours they've been getting to know each other and what really drove them to science. As the minutes ticked away to hours Dr. Crawford found that she enjoyed the company she found herself with and around the first hour she made a mental note to call and thank her friends The Connors for the introduction.

"So when do we start Dr. Crawford?" asked Debra rising from her seat. Her injuries were healing but she was still sporting some bruises and a few cuts.

Dr. Crawford rose from her seat and looked at Debra.

"How about next week?" she asked looking between her three new interns.

"Fine with me" Michael replied.

"It's summertime so I'm free whenever" Peter chimed. He had been a bit curious about Dr. Crawford but after this small introduction he found himself liking her and looking forward to working with her.

"Well then it is settled, I shall see all of you bright and early Monday morning and we shall begin our journey into the world of science and genetics"

The three of them smiled at her and proceeded to make their way out of the lab. Dr. Crawford watched them go and she released a sigh of content.

"This should be fun" she said to herself still staring at the door, Mariah looked down at her watch and her eyes widen slightly "Oh no, it is very late…but I should have just enough time to go home and get changed for my date"

Dr. Crawford quickly went to her work station and grabbed her purse and a few stacks of papers and then proceeded to make her way out of the lab with the intent of going home.

* * *

**Roof of ESU**

Peter took off his shirt revealing his Spider-Man costume, he lifted the shirt up to his nose and he took a long sniff.

"Ugh…definitely time for a wash" he said to himself before firing a web and creating a web sack. Peter stashes clothes in certain places around Manhattan that he visits frequently and the stash of clothes he had hidden in the ESU ventilation system were long overdue for cleaning. He stuffed the clothes in the sack and he put it back into his secret spot.

**RING! RING!** Peter looked down at his utility belt and then grabbed his ringing phone and answered the call.

"Hello"

"Not very fun is it" came a voice he recognized, it only took him a second to realize who was on the other line.

"Hi Lana….and no it's not very fun but I did tell you what happened"

The person on the other line was none other than Lana Baumgartner, the girl he didn't call after they had made out at Flash's party a while back.

"That you did, which is why I only made you suffer for a week and a half" she said in a matter of fact tone.

"You're kindness knows no bounds" he replied back

"HAHA. So um…about catching up I was thinking about you and me meeting up tonight"

"Tonight" he repeated.

"Yeah no time like the present is that okay with you?" she asked.

"Actually….it is, I just finished up at the lab and I'm free the rest of the day"

"Lab?"

"I'll tell you all about it when I see you"

"Okay, well I'm just getting off of work and I could go for a slice…um how about big Sal's on…"

"Yeah I know that place"

"Cool I guess I'll see you in what…30 minutes"

"Ye…." Peter started before his Spider sense kicked in, he cautiously took his ear from the phone and he turned around. He carefully walked towards the far side edge of the building and he looked over into the parking lot. He saw Dr. Crawford on the ground scooting away from a young man that was dressed like he was going on safari.

"Hello…Peter are you there" asked Lana.

"Yeah…better make it an hour" he said slipping his mask over his head.

"Uh…Okay an hour then see you there"

"Bye" he said ending the call and placing the phone back in his utility belt, "What new challenge is this" he continued firing a web and swinging down to the scene.

* * *

**ESU Parking Lot- Few Seconds earlier**

Dr. Mariah Crawford exited the back of the science building and she rushed towards her Prius that was parked a few spaces away.

"I have to hurry…it's a good thing I do not live that far" she mumbled to herself taking her keys out of her purse. She reached her car and right before the key went inside a shadow formed over her.

She looked up to the roof of her car and her eyes widen in absolute shock. She quickly dropped her papers and purse and fell to the ground. Standing on her roof was none other that Vladimir the Hunter.

"Hello Calypso" he said in that usual thick Russian accent while letting a smile cross his face "It's been far too long"

"Vladimir?" she replied staring at his face.

"I'm touched you remember me seeing as how I was only 13 when you left me all alone….when you left….My father"

"I did not mean to hurt you Vladimir….but I had to do what was best for me and Sergei was no longer the man I loved." Dr. Crawford replied.

Vladimir hopped and then landed on the ground with a slight thud. Dr. Crawford immediately began to scoot backwards from him.

"We've come to take you home, you belong with us. You'll learn to love him again"

"I'm not going anywhere and what do you mean we…..does that mean Sergei is….?" She started.

"He's here in New York looking for you. I reached you first" he replied holding out his hand "Come with me…"

"If you want to live" a voice interrupted. Vladimir took a step back as Spider-Man landed in-between him and Dr. Crawford, "Dude the Govenator called he wants his line back"

"Who are you?" Vladimir growled.

"I'll be asking the questions around here Beastmaster…who are you?"

Vladimir flared his nostrils and puffed out his chest.

"I am Vladimir the Hunter, Son of Kraven the Hunter and you stranger are interfering in a situation that is none of your business…leave now" he said in his thick Russian accent.

Spider-Man glanced over his shoulder and saw the look in Dr. Crawford's eyes, a look he recognized….a look of fear and that told him all he needed to know.

"Well I'm making it my business and if you want me to leave….Make me"

Vladimir nodded his head before rushing forward, Spider-man stood his ground and just as he neared threw his foot out and kicked Vladimir hard in the chest sending him skidding back and hitting Dr. Crawford's car. Vladimir grabbed his chest and stared at Spider-Man and growled. He flipped up, curled his fingers up like claws and dashed at his foe again reaching him in no time. Vladimir started off the exchange with several quick slashes with his hands but Spider-Man was one step ahead and dodged every strike. Vladimir pivoted on his heel and threw out a strong kick but thanks to Spider-Man's spider sense he side stepped and shot a web at the foot and yanked hard. Vladimir was thrown off of his feet and he hit the ground again.

"Some hunter you are Vladdy" Spider-Man quipped shaking his head "If I may make a suggestion perhaps it's time to change professions. Hey I hear the Carnival is hiring, you can be the new Lion tamer a very fulfilling job I hear"

"Mock me all you like but I promise I will crush your skull between my fingers" Vladimir stated rising to his feet. If his father could see him now no doubt he'd label him a disgrace, to be embarrassed by such an opponent. He let out another growl and got ready for another exchange.

"VLADIMIR STOP THIS INSTANT!" shouted Dr. Crawford standing up and staring at him, "I do not want to go back, tell Sergei I am happy where I am"

"That is not your decision to make!" Vladimir snapped.

"Oh I think it Vladdy" Spider-Man chimed.

"NO ONE ASKED YOU!"

He shouted jumping at him, Spider-man dropped to the ground and rolled out of the way. He spun around and fired two web lines at Vladimir and pulled himself forward and slammed both feet into his chest. Spider-Man sprung off of him and landed on the ground and dashed towards him with a punch, Vladimir saw it coming and dodged to the left but Spider-man pivoted and lashed out with a backfist that caught him in the nose. Vladimir fought through the sting of the strike and came round with a round house that Spider-Man blocked, he then lifted his foot and kick Vladimir in the face and then grabbed him by the shoulder Spider-man hopped up and kneed him in the chest hard. Vladimir stumbled back and snarled but Spider-Man shot a web patch over his mouth shutting him up. He then proceeded to cover Vladimir in a copious amount of webbing.

Vladimir struggled and cursed but he couldn't break the webbing, he teetered for a second before falling to the ground. Spider-man shook his head and turned around to look at Dr. Crawford.

"Are you okay?" he asked.

"Yes I'm fine but it's not over" she whispered back to him her eyes still holding that fearful look. She looked at Vladimir who was staring at her with a hard stare.

"Sure it is. Look don't ever worry about that guy I'll call the police and he'll be in jail faster than you say…"

"I have to go" Dr. Crawford said quickly practically running to her car. She quickly gathered her papers and lost purse and opened her car. Mariah started up her car and quickly drove away leaving a confused Spider-Man in her wake.

"Okay" he said to himself before turning to the struggling Vladimir. He walked over to him and knelt down and ripped the webbing off of his mouth "Okay guy talk why were after Dr. Crawford"

"MY FATHER AND I WILL RIP YOUR HEAD FROM YOU SPINE AND AFTER WE DO THAT I WILL PISS UPON…MMMMMMM" he shouted before his mouth was covered again by a patch of webbing.

"Blah Blah Blah" said the wall crawling before grabbing his cell phone from his belt and pressing a number on speed dial.

**RING! RING! RING! **

"What!" snapped Captain Stacy.

"Did I call at a bad time?"

"What do you want kid I'm busy…..you know trying to keep this city safe"

"As am I….look I need you to send a unit over to ESU science parking lot I webbed up this guy trying to kidnap a woman"

"Fine, I'll make a call"

"Tell the officers to be careful…it's one of my usual crazies, the guy is strong and fast but the webbing should hold him"

"Should?" Captain Stacy questioned.

"Will…..bye" he said before hanging and looking at Vladimir again "Hey Vladdy guess what…you're a hunter right well get ready to become the hunted because from what I hear prison is quite the jungle"

Vladimir struggled even more but the webbing held tightly. Spider-Man shot a web and swung back towards the science building. He quickly grabbed his web sack full of clothes and he continued on in the direction of Dr. Crawford's car with the intent of getting some answers from her.

* * *

**Not too Far away**

Dr. Crawford pressed further down on the gas peddle and frantically looked through her rear view mirror but to her relief no one was following her. Just the sight of Vladimir sent a wave of fear through her and at the mention of his father Sergei…no Kraven sent a terrifying feeling through her body and she just had to get away…far away. She had spent years fearful that this day would come and it's finally here…she had to get out of town quickly.

Mariah swerved through the light traffic until the sight of her apartment building came into view. She quickly switched lanes and parked her car in front of the building and got out of her car.

"Hey Ms. Crawford you can't park here" said the Doorman. Dr. Crawford tossed her car keys at him.

"MOVE IT IF YOU WANT!" she shouted at him running through the revolving doors and to the inside.

* * *

**Room 260**

Mariah opened her door and quickly closed it behind her.

"I-I-I-I have to pack….it won't take him long to find me" she said to herself running to her bedroom. She threw open her closet and grabbed a suitcase and began to stuff her clothes inside. Mariah was a woman possessed, she only had one goal in mind and that was to get away she knew who was coming for her and she knew what kind of man he was and she knew that now he knew where she was he would not stop until he had her again.

Mariah zipped up her suitcase and quickly stood to her feet and made her way out of her bedroom and back into the living room.

"AHHHHHHHHH!' she shouted in shock, sitting comfortably on her couch was Spider-Man.

"Whoa easy Dr. Crawford" he said gently holding up his hands in a non-threatening manor, "I'm just here to see if you're okay….going somewhere?" he asked.

"I'm fine and it is none of your business where I'm going I just have to get away" she snapped a bit.

"That guy back there spooked you so much that you're leaving, look I webbed him up and the police probably have him in custod…"

"It's not him I'm worried about….it's is Father. Kraven"

"What is he ex-boyfriend…husband?" Spider-Man asked.

"Something like that" she replied releasing a breath "Look Spider-Man…I apologize for snapping at you but you do not understand what you've involved yourself in…I must get out of town tonight" she said urgently while heading to the door.

"Whoa I think you just need to calm down and what do you mean leave town you can't….what about your interns" he responded.

"How do you know about that?" she asked turning to look at him wide eyes.

"Uh….Peter Parker is kinda a friend of mine and he told me about you taking over for the Connors. He seemed pretty excited about working with you"

Mariah released another sigh and stepped away from the door, her face scrunched up with a look of confliction. It had been years since she had parted ways with Kraven and in that time she has carved herself a nice life, she had an excellent Job as chief genetic supervisor at Roxxon, a very upscale apartment with a nice view of the city, she even managed to meet a good man that she was supposed to be going on a date with in the next few minutes or so and now she had the chance to help build up the next great minds. All in all life was good…and just when her life is going the way she wants the past rears it's ugly head, but the question is will she run away again or will she stand and fight.

"Dr. Crawford"

Mariah leaned against her door and dropped her suitcase.

"Its not that I want to leave but…you do not know Kraven as I do he…is a true hunter"

* * *

**Somewhere in New York**

Kraven the Hunter landed on the hood of a speeding bus; he tilted his head up and sniffed the air.

'_Calypso….she is close'_ he thought to himself balancing himself on the speeding bus as it turned a corner.

* * *

**Dr. Crawford's Apartment**

"Is this Kraven guy trying to kill you?" asked Spider-Man seriously.

"No, he wants me as his wife"

"Commitment issues Dr. Crawford"

"No….he…."

**KNOCK! KNOCK! **

Mariah jumped at the knock and turned around, Spider-Man stood at the ready.

"Who is it?" she asked looking through the peep hole.

"Bill" the man at the door called.

Mariah pushed away from the door and looked at Spider-Man.

"It's okay it's my date"

Spider-Man released a breath and he walked towards the still frightened Dr. Crawford.

"Listen to me Dr. Crawford you can't let this guy scare you alright there are 9 million people in this city so it's gonna take this Kraven some time to find you…I've got somewhere to be but right after I finish I'll be back alright" he said softly. Spider-Man then reached into his utility belt and he handed her a spider-tracer, "Just in case he does find you though...since he isn't here to kill you he's here to kidnap you…just tap this two times and I'll know you're in trouble and I'll come okay"

Mariah took the small red tracer and looked at it before nodding her head.

**KNOCK! KNOCK! **

"Mariah" said her date through the door.

"JUST A MINUTE!" she shouted back.

Spider-man turned around and walked towards the open window, he glanced one last time at Dr. Crawford before jumping out of the window and swinging away. She watched him go and placed the spider tracer in her pocket. Mariah straightened up and put a smile on her face and then opened the door.

* * *

**ESU**

A NYPD police car pulled into the parking lot of the Science building at ESU. The two officers inside carefully exited their vehicle and drew their weapons and held them at the ready.

"Captain Stacy said be careful it's one of those unusual" one of the officers said as he started to look around the parking lot for the person they're supposed to arrest.

"Hey you think it's one of those mutant freaks?" asked the other officer.

"Hey easy on the mutant hate…..BEHIND YOU!" shouted the first officer. The other officer turned to see Vladimir standing behind him, he ripped some of the last bits of webbing from his body and he eyed the officer. He quickly reached out and grabbed the second officer by the face and easily lifted up off the ground and threw him into the window of a car. The first officer let out a few rounds but Vladimir jumped in the air and sailed toward the officer with a punch that connected to his face knocking him out. Vladimir glanced between the two officers and then at their car, he quickly straightened up and stormed towards their car and got inside. He started up the engine and then drove away.

* * *

**Dr. Crawford's Apartment**

**CRASH! **Went the sound of someone bursting through the window of the apartment. Kraven the hunter landed on her soft carpet and he looked around the living room, he began to sniff letting the aroma of her fill his nostrils. He could smell her everywhere and feel her presence throughout the room and he let a smile grace his face. It had taken Kraven some time to find her mostly because of the intense smells that assaulted his nose…again it was one of the reasons why he hated big cities…the foul scents and stenches, but he threw that from his mind as he stood up straight.

"CALYSPO!" he shouted his voice giving off a slight echo. He waited and let his acute hearing take over to see if he could here any movement but he didn't hear a thing. Kraven's eyes drifted towards the ground to see a suitcase lying next to the door, he went towards the suitcase and he quickly zipped it opened and noticed the clothes inside.

"These clothes….they don't match" he started while sifting through them "You were in a hurry weren't you Calypso" he deduced lifting a shirt to his nose and inhaling her scent "You know I'm here but how…..Dmitri…..no not his style. You must have run into Vladimir first and you escaped….hmmmm"

**SNIFF! SNIFF!** Kraven lifted his head to the right and then back to the door.

"Another man was here…two men….one here and the other….at the door" he said to himself. He stood up and careful went to the door all the while sniffing for more clues. Kraven opened the door and stepped out into the hall. He turned to the left and looked down the hall towards the elevator.

"You left the apartment but without your suitcase…you felt safe perhaps, thinking that I wouldn't find you…oh Calypso you should know I will chase you to the ends of the earth" he said to himself running down the hallway after her scent trail.

* * *

**Big Sal's **

Peter adjusted his white shirt on his body and he gave a silent prayer to God hoping that Lana wouldn't catch the smell.

'_Note to self….wash clothes more frequently…and my to do list grows even further'_ he thought entering the pizza place. He eyed the small crowd and he spotted Lana in a booth already eating a large cheese pizza. He smirked slightly and made his way over and slide into the spot across from her.

"Hey" she said

"Hey"

"Sorry I started without you but it smelled so good"

"No worries" he replied

"So"

"So"

"I believe we had some catching up to do" she said with a smile.

"I think you're right"

* * *

**Natalie's Restaurant**

Mariah eyed her date Bill Hollister and gave him a weak smile. He had just finished telling her a joke that was rather funny but she couldn't get herself into a mood where she could be happy or interested. She glanced over her shoulder and looked at the door again and released a sigh when she didn't see anyone that resembled Kraven at the door. Spider-Man's words had eased her a bit but he didn't know what he was talking about…Kraven would find her…it's what he does…he finds people and she was amazed that she had stayed hidden from him for so long. She could feel his presence all around her and she knew it was only a matter of time.

"Mariah" Bill called out catching her attention.

"Hm"

"Hey where are you….you're a millions miles away" he said softly reaching over and touching her hand. She returned the gesture by grabbing his hand tightly. Mariah had met Bill a few months ago, he was a well known District Attorney for the state of New York, and they had met at the park during an early morning jog. He asked her out and they both found that a spark was growing between them.

"I'm sorry Bill I…I just received some terrible news that's weighing a bit heavily on me" she replied using her other hand to rub her eyes.

"What's the news?" he asked innocently. Mariah looked into his eyes and she leaned back in her seat.

"Let's just say my Ex is in town and he's looking to….get back together" she replied.

"Ooo...Oh boy this might cause some problems" he said laughing a bit.

"You don't know the half of it Bill" she said giving him a hard look. Bill caught the look and he instantly grew concerned.

"Is he dangerous?" he asked.

"Very"

* * *

**Rooftops**

Kraven landed on the edge of roof and looked down below at all of the people moving about and the cars driving along the street. He sniffed the air again and his eyes searched the shops down below until his eyes landed on a restaurant named Natalie's. Another grin formed along his mouth.

"Calypso, I have finally found you" he said before running and jumping off the roof.

* * *

**Natalie's Restaurant**

"Did he hurt you?" Bill asked.

"…..We hurt each other" she answered before getting up from her seat "Excuse me I have to use the rest room I'll be right back" she continued quickly walking away as fast as she could.

Bill watched her walk away but he still had a concerned look on his face. He reached for his glass of wine and he took a sip.

* * *

**Restaurant Doors**

**DING!** Went the sound of someone entering the restaurant, the greeter eyed the man curiously and stepped in front of him when he tried to go down the steps and further inside.

"Excuse me sir but we are…."

Kraven grabbed the man and violently pushed him aside and into a waiter who was carrying a tray of food.

**CRASH!**

All of the occupants in the restaurant turned to the scene and they stared upon Kraven the Hunter.

"CALYPSO!" he roared.

* * *

**Restroom**

Mariah was leaning against the seat trying to catch her breath when she heard the loud roar of a name that she hadn't heard in years echoing outside.

"CALYPSO!"

Mariah whipped around and stared at the door.

"Damn it….no no no no no" she repeated over and over fumbling for her pocket, she reached inside and pulled out the spider tracer tapping it twice.

* * *

**Big Sal's – Same Time**

"So you're a science geek?" Lana asked looking at him and grinning.

"I prefer science-nerd" he replied before biting down on his cheese pizza.

"It's the same thing"

"Subtle differences Lana"

"Like what?"

"Well for one thing science-nerds talk to girls….although girls with blue hair aren't our normal focus" he said slyly. Lana smirked at his mention of her hair.

"Let me guess…it's the old cliché right...popular girl….no cheerleader"

"You would be right on both guesses, just don't tell the other nerds they'd revoke my card for going out with you"

"Ha well look at you breaking the rules" she laughed.

"I've been known to break a law or two" he replied leaning back in his seat. Lana let out a laugh before leaning back in her own seat.

"Oh whatever nerd-boy, I bet you've never broken a rule before in your life. I bet you're one of those goody-goody types that brushes his teeth 10 times a day"

"Hey hygiene is important"

Lana rolled her eyes at his comment and let another smile grace her lips. She was really enjoying her time with Peter and she was glad she decided to call him.

Peter was enjoying himself as well but just as he was about to say something else his spider-sense gave him a slight nudge.

'_No…not now'_ he thought his smile melting off of his face. Following the nudge he slowly reached into his pocket and he removed his yellow spider-tracker that he used to keep up with his spider-tracers. He looked on the screen to see a dot blinking rapidly, _'It must be Dr. Crawford…..she's in trouble' _

"Hey….Hey what's wrong?" asked Lana as she saw the smile leave his face.

"Uh…I have to go….home" he said as he began to slide out of the booth.

"What! It's not even 8:30 yet and you're going home" she said with raised eyebrows.

Peter stood up from the booth and he let out a sigh as he looked at her.

"I….well you know us goody-goody types gotta be home before curfew and help Mom with the groceries" he said lamely. Lana gave a look that said she wasn't buying his excuse; he rubbed the back of his neck and let out another sigh.

"Look Lana I can't really explain right now just….just know I had a great time with you on our date….our first date. I hope you enjoyed it as well, enough for a second date where I promise not to ditch you like I'm doing now….but I really have to go. I'll call you" he said turning.

"No you won't….I'll call you remember"

"RIGHT!" he threw over his shoulder making his way out of the Pizza shop leaving a confused but curious Lana in his wake.

* * *

**Natalie's Restaurant**

"CALYPSO!" Kraven roared stomping further into the restaurant, the people around him doing their best to get out of his path. Kraven lifted his head and sniffed the air; he turned his eyes to the table where Bill was sitting, Kraven's eyes narrowed and a snarl formed on his face. Bill recoiled slightly at the evil look the imposing Kraven was giving him. Kraven stomped towards him and Bill stood up out of the seat to face him.

"Excuse me but…" Bill started before a hand shot out and grabbed him by the throat.

"Here scent is all over you….SHE LEFT ME FOR YOU! CALYPSO COME OUT I KNOW YOU ARE HERE!" he roared again.

* * *

**Restroom**

Mariah grabbed the door handled and cracked the door open and her eyes widened, Kraven was strangling Bill.

"No" she whispered. Mariah took a deep breath and gathered her courage and exited the restroom.

"CALYP…" Kraven started again before he glanced to the left and saw her walk out of the restroom. He released his grips on Bill's throat and the man unceremoniously dropped to the ground gasping for much needed air.

Kraven was stunned speechless, just like the first time he had met her all of those years ago, but to see her again after so much time has passed it was like he was learning to breathe again. Since she had left him there had been a gnawing and gaping hole in his heart that he had been trying to fill but he's had absolutely no success, but finally….finally he has found the one thing that can fill the hole in his heart….the woman that put the hole there in the first place, the woman he loved more than life itself.

"My Stars…My Light….My Life…..My Calypso" he whispered walking towards her.

"Sergei…."

"SHHHHH…everything is fine" he said before grabbing her and pulling her into an intense kiss. Mariah was shocked as she felt his lips upon hers, she'd be lying to herself if she would have said she hadn't missed the feel of his lips but she quickly reminded herself that this wasn't the man she original feel in love with and with thought in her head she began to struggle until she managed to break the kiss much to Kraven's annoyance.

"SERGEI STOP IT! WE ARE NOT TOGETHER ANYMORE!" she yelled

"WE SHALL ALWAYS BE TOGETHER CALYPSO! AND WHAT DO YOU MEAN STOP!"

"She means….take….your hands off of her" came Bill Hollister's voice, he was still trying to catch his breath but he couldn't let this man hurt Mariah.

Kraven paid him no attention and kept his full attention on Mariah; he shook her roughly and forced her to look at him.

"I HAVE SPENT YEARS AND COUNTLESS RESOURCES LOOKING FOR YOU! AND NOW YOU REJECT ME!" he shouted in his thick Russian accent.

"Yes Sergei I am rejecting you….because I do not love you anymore….you are not the man I fell in love with you've changed too much and I will not be your prisoner" Mariah said defiantly staring into his eyes.

"YOU ARE MY WIFE YOU ARE WHAT I SAY!"

"YOU DO NOT OWN ME!"

Bill had heard enough, he grabbed a chair and he lifted it up in the air and slammed it down on Kraven's back but to his surprise the attack didn't even register. Kraven let out a growl and turned his head and looked at Bill with an evil look.

"Take your hands off of her now"

"RAH!"

Kraven released his grip on Mariah and swung his fist around and nailed Bill in the face, the force behind the blow drew blood from Bill's nose and sent him flying back into a table knocking it over. The people in the restaurant watching the scene took that as their cue to start leaving as quickly as they could.

Kraven stalked over to the stunned and bleeding Bill Hollister.

"SERGEI! STOP!" Mariah shouted but her cries fell upon deaf ears, she quickly ran towards him and grabbed one of his powerful arms and tried to stop him but he effortlessly pulled his arm from her grasp. Kraven reached Bill and hoisted him up and delivered a hard punch to the side of his face.

"OH MY GOD!" she shouted as Bill's face bounced off of his fist. Mariah ran towards her date and tried to cradle his head.

"Ugh…." He moaned in pain.

Mariah looked at his bloody face and her anger began to take over, seeing Bill laying on the ground hurt brought back memories of the last time he did something like this and she remembered that was the day she decided she had to get away from him. Mariah balled up her fist and stared up at Kraven.

"YOU ANIMAL!" she shouted

"I am what you have made me Calypso"

Mariah stood up and slapped him across the face as hard as she could.

"OW!" she gasped cradling her hand.

Kraven slowly turned his head back to her and he stared at her with hate in his eyes. She had struck him; the amount of betrayal he felt at that moment was indescribable. Did she not know of the sleepless nights he spent wondering about her….did she not know the countless hours he had spent thinking about her and did she not know the depths of his love for her. No, she knew and she struck him like he was some child that needed to be put in place. Rage bubbled within Kraven's chest and before he knew what he was doing he had raised his hand and was about to backhand her across the face when a web-line snagged his hand. Kraven and Mariah followed the web to the door to see Spider-Man standing there with his right hand extended.

"Hitting a lady, that's not how a gentlemen is supposed to act" he quipped before yanking on the web and pulling Kraven to the ground.

"SPIDER-MAN!" Mariah shouted in shock and relief.

"I'm assuming this is Kraven"

"Yes"

"Get going I'll take of this guy and meet up with you" he said to her.

Kraven gritted his teeth and looked up at Spider-man, he quickly got to his feet and he grabbed the web on his arm and he pulled with all of his might.

"WHOA!" gasped Spider-Man feeling himself being pulled.

Kraven whipped out his hunting knife and threw out a strike at the approaching wall-crawler, Spider-Man sensed the attack and contorted his body so the strike missed him and he landed behind his opponent.

Kraven missed him but without missing a beat whipped around and slashed at Spider-man's neck.

'_Jeez'_ Spider-Man thought leaning his head back out of the way, he pushed off the ground and lifted his foot kicking Kraven in the jaw, _'This guy is quick…much quicker than his son Vladimir' _

Kraven took the shot and gripped his knife tightly.

"You have made a grave mistake in interfering" Kraven said dangerously.

"Yeah your son Vladimir said the same thing before I took care of him" Spider-Man replied.

"You Killed Vladimir" said Kraven with wide eyes.

"Wha….no…No I didn't kill him. I kicked his ass though"

"Then you are no true Hunter" Kraven replied before lunging at him with his large hunting knife.

* * *

Mariah as quickly as she could helped Bill to his feet.

"Ugh..."

"Shhhhh just lean on me and I'll get us out of her you brave man" she whispered dragging him towards the exit.

* * *

Kraven went low and slashed at Spider-Man's feet but once again his agility saved him, he hopped over the strike and lifted his knee up to knee Kraven in the face but to his surprise Kraven leaned to the side avoiding the knee. Spider-man shot a web at Kraven's shoulder and when he landed he tried to swing him around but Kraven quickly cut the web with his knife and spun around with a powerful kick that nailed him in the face.

"ARGH!" he grunted taking a few steps back from the attack but Kraven took the advantage and pressed his attack. He raised his knife high and came down with a slash that caught Spidey on the right shoulder blade.

"ARGHHH!" he yelled again feeling the knife cut through his costume and flesh. He lifted his foot and kicked Kraven in the ribs; he then fired a web that snagged him in the chest. Spider-Man using his superior strength swung Kraven around and tossed him across the room and into the fish tank bursting the tank in the process.

"Ow…." Spider-man grunted putting a hand to his shoulder "Jesus Crocodile Dundee… that hurt" he snapped looking at Kraven who was picking himself up.

'_His speed, strength and agility'_ Kraven thought getting into a crouch, he eyed Spider-man with a hard stare '_The most cunning prey I've ever faced…._' he continued but his thinking was interrupted by a very important fact, Dr. Crawford was gone.

"NO" he growled looking around for her. His thrill of fighting blinded him to the fact that she had once again slipped from his grasp. He gripped his knife flared his nostrils he could still smell her which meant she had gone too far he could still catch up but he first had to deal with Spider-Man. Kraven eyed him again and secretly reached for one of his pouches.

"You are a most worthy adversary…..Spider-Man…but I do not have the time to properly hunt you I must find my Calypso and bring her home"

"Look she doesn't want you anymore can't you get that through your thick skull"

"You know nothing of our relationship…..when she says no she really means yes" Kraven countered before throwing his left hand forward.

'_Spider Sense' _

Spider-Man backflipped as dozens of small purple balls hit the ground; the balls burst and released a thick purple fog that quickly filled the empty restaurant.

Spider-man coughed and gagged trying to put a hand to his nose to keep from inhaling the gas but it was no use because it was everywhere.

"HAHAHAHAHA!" laughed Kraven running through the fog and through the door.

* * *

Spider-Man weakly pushed his way through the purple fog until he reached the door as well. He fell outside and to the ground; he lifted up his mask and breathed in the fresh air.

"Ugh….what the hell….._cough….._lungs burning…" he gasped to himself still coughing uncontrollably.

'_Come on….fight through it Parker….gotta reach Dr. Crawford before…..cough…he does'_ he thought to himself fighting his way to his feet. He swayed for a moment before he shot a web and swung away.

* * *

**Blocks Away**

Mariah with Bill's arm draped over her shoulder moved as quickly as possible down the crowded sidewalk. Bill was still conscious but he was still hurt very badly.

"SOMEONE HELP!" she yelled coming to a stop and setting him against a wall while trying to catch her breath. A few people began to walk over to the two but that's when she heard her name again.

"CALYPSO!"

Mariah turned to the right to see Kraven at the end of the block, he spotted her and he began to run towards her.

"TAKE CARE OF HIM!" she yelled at the people that came to help Bill, she backed away from him and began to run down the sidewalk.

"YOU CAN NOT ESCAPE ME CALYPSO I WILL HAVE YOU!" shouted Kraven dashing down the sidewalk. His speed was far greater than hers so he closed the distance between the relatively quick. Kraven was so close to her that all he had to do was reach out and grab her and just when he reached out and red clad fist beat him to the punch.

"Going my way Dr. Crawford" said Spider-Man swinging in and grabbing her by her waist and taking her to the air.

Kraven came to a stop and looked up to see them swinging away.

"SPIDER-MAN!" he yelled.

* * *

**In the Air**

"You're bleeding" she stated.

"I know….hurts like nobody's business. Okay Dr. Crawford I have to know…why is this guy so hell bent on getting you back. What were the two of you?" he asked as they swung through the air.

Mariah released a sigh turned her eyes up to the sky to look at the stars.

"He used to be my husband" she answered after a minute.

"So you and Tarzan used to be hubby and wife"

"Yes, but….allow me to start from the beginning, have you ever heard of a scientist by the name of James Reeves?" she asked.

"No"

"Well he was a teacher of mine years ago in Africa. He was a brilliant scientist working on a wonder drug for the government and I was his assistant."

"This government the two of you were working for to create the wonder drug….were they trying to re-create Captain America"

"Yes"

"Figures. Go on"

"After about 3 years he finally found the right chemical compound for the drug and he tested it upon himself. The results were astonishing…his speed, his strength, agility, everything about his physical nature increased but…."

"Let me guess he went insane"

"Yes, he did….he went insane and then vanished deep within the African Jungles"

"Were does Kraven fit in?" Spider-Man asked swinging around a building.

"Kraven's real name is Sergei Kravinoff…a descendant of Russian Nobility; he was a well known game hunter and guide for anyone wanting to see the jungle. I hired him to help me find my colleague. During our time together, trespassing through the dangerous jungle we….grew closer to each other until our mutual attraction turned into Love"

"How poetic" Spider-man replied landing on the roof of a building

* * *

As they landed Spider-man collapsed to a knee and put a hand to his head, "Ugh….you don't mind if we rest for a second….my head is pounding"

Dr. Crawford scrunched up her face and put a hand to his head.

"You're burning up" she replied in shock.

"Yeah…..Kraven dosed me with some purple gas"

"He must've poisoned you…we need to get you to a hospital now" she said urgently.

"Don't worry about it Doc….I heal fast, I'll be alright if I just rest for a second…go ahead and finish the story. How did Kravinoff become Kraven?"

Mariah backed away and wrapped her arms around herself; she tilted her head up to the sky and looked at the stars again.

"It was my fault" she stated hurt evident in her voice, "After about 4 weeks in the jungle we finally caught up to my colleague Doctor Reeves but he had undergone another change….he was more primal…more animalistic than before. I did the best I could to get him to come back to society and allow me to help him but he refused. He told me to destroy all of his work so no one could follow in his footsteps and then he disappeared into the jungle again. On our way back to society Sergei and I were attacked by wild hyenas….he bravely fought them off but in the process he was gravely wounded, luckily another tour was nearby and we were able to get help, but the Doctors were positive that he was going to die"

"But you couldn't let it happen….could you?" Spider-Man said catching on.

"I loved him Spider-Man and I did what anyone would've done" she answered.

"You used the wonder drug on him"

"Yes, I took the last vial of Dr. Reeves wonder drug and gave it to Sergei….and the results were instantaneous. His recovery was remarkable, all of his wounds were healed in no time and we were able to start our life together"

"So….how….long before the Honeymoon ended?" Spider-Man asked.

"3 years…I was about 26 at the time. At first I didn't want to notice the change but they were so vast I couldn't ignore it anymore. Just like Dr. Reeves…he became stronger, faster…and more animalistic his senses heightened and so did his taste for violence. He started to live outside in the wild, he become a completely different man….he became Kraven the Hunter."

"What was the straw that broke the camels back? Why did you leave him?"

"I…desperately tried to get Sergei to see how much he had changed but he refused…I knew that his condition was my fault so I began to recreate Dr. Reeves formula in hopes of finding a way to reverse the effects….but Sergei found out and he…gave the formula to his son Vladimir changing him as well."

"Great...did you ever find a cure?"

"I did but Sergei destroyed it as well…he said he would rather die than take it. After I tried to cure him he became…..increasingly more aggressive…..and possessive of me to the point where I couldn't even speak to anyone else, I remember one day I snuck away from his compound and into the city…I stopped and asked a man for directions when Sergei showed up and beat the man to death and dragged me back to his home, after that I was essentially cut off from the outside world…I became a prisoner and I had to get away. It took me 2 years and a little bit of help from Sergei's brother Dmitri to break away from him. I changed my name and spent the next 5 years moving around trying to keep him off of my tail and I succeeded…it's been about 10 years or so, but it seems that he has finally caught up to me" she finished turning her eyes back to Spider-Man.

"Don't worry…..I'll…protect you Dr. Crawford…ugh" he replied before collapsing to the ground.

"SPIDER-MAN!" she shouted running to him "You have to get to a hospital Sergei is very skilled at poisons"

"I think you're right….it's getting harder to concentrate" he replied weakly. Dr. Crawford tried to get him to sit up but she felt him go stiff

"What's wrong?"

"Get out of here now" he said urgently.

* * *

**THUD!** Dr. Crawford gasped and turned to the right to see Kraven standing a few feet away.

"Stand…behind me" Spider-Man whispered fighting his way to his feet, "What…did you poison me with Kraven"

Kraven dashed forward and slammed his shoulder into Spider-Man's stomach and then delivered a hard left cross that knocked him off of his feet and to the ground. Kraven then bent down and grabbed him by the front of his costume.

"Snake's breath…how do you like it Spider-Man" he growled at him.

"About….as much as I like your breath" he quipped before cupping his hands and slapping them against Kraven's ears.

"ARGH!" he howled in pain. Spider-man brought his head forward and slammed it into Kraven's nose and then punched him across the jaw. He gritted his teeth and fought through the pain, he turned around and threw Spider-man away. The wall-crawler sprung off his hands and landed in a crouch but his leg buckled again.

'_Damn' _

"RAH!"

Kraven removed his spear from his back and he charged. He started with a forward thrust, Spider-man twisted to the side avoiding the strike but Kraven brought the spear horizontally trying to cut him in half but again Spider-Man's agility saved him. He bent his torso back and let the blade pass across his chest; he straightened up and grabbed hold of the spear. The two fighters struggled for a second before Spider-man cocked his fist back and punched him in the face. Kraven took the blow and countered by sweeping Spider-Man's feet.

"WHOA!" he shouted as he hit the ground hard. Kraven came down on top of him trying to use the middle portion of the spear to choke him but Spider-man was able to grab hold and stop him.

"Truly you are a worry opponent…..the snake's breath…..does not kill quickly…but slowly. Are you feeling weak…tired…is it getting harder to breathe….it is only a matter of time and then your head will be a glorious trophy" Kraven growled pressing down with all of his strength.

Spider-man was hard pressed to keep him at bay; Kraven's words were running through his head because he was feeling weak…and tired as the minutes ticked on he could feel himself slowing down and in a fight with a quick opponent like Kraven he needed to be in top form.

'_Gotta end this now'_ he thought grinding his teeth and pushing with all of his might. Kraven had a look of shock on his face as Spider-man started to overpower him.

"AHHH!" shouted Spider-Man pushing Kraven off of him. The master Hunter hit the ground but then sprung up into a crouch.

Spider-Man pushed himself up to a knee breathing heavily and eying his opponent. Kraven stood up and smiled, he twirled his spear and grinded evilly at him.

"DIE!" Kraven growled charging forward.

"SERGEI NO!" shouted Mariah running in front of Spider-man. Kraven came to a complete stop, the pointy end of the spear inches away from her heart.

"Please…stop…I'll go with you…willing just leave him alone"

"What are you…doing?" he struggled to get out.

"You can't beat him Spider-Man….you can't, thank you for trying" she whispered to him over her shoulder.

Kraven stared into his ex-wife's eyes and he flared his nostrils, he then strapped the spear back onto his back and he closed the distance between them.

"I knew you'd see things my way Calypso…there is no obstacle on this earth that can keep me away from you"

"I know Sergei….I know" she replied in a defeated tone. Kraven grabbed her by the waist and pulled her close.

"Stop…" said Spider-Man weakly. Kraven looked at him and snarled he lifted his foot and kicked him in the face sending him to the ground.

"SERGEI!"

"He's alright Calypso…if the snake's breath hasn't killed him now then he won't die…unless of course he fails to reach a hospital in time. HAHAHAHA!"

Mariah gave a slight gasp as Kraven without warning lifted her up and began to run to the edge of the roof. The master hunter reached the edge and he jumped off disappearing with his prize.

* * *

Spider-Man laid on his back staring up into the night sky; he wanted to move to get up and save Dr. Crawford but his body did not want to respond. It felt like he was trying to move through tar…or sludge, his eyes felt heavy and his breathing slowed.

"Ugh…passing out" he groaned letting his head roll to one side.

"So you're throwing in the towel kid" came a voice.

Red mist swirled all around him, the red mist slowly began to take shape and Daredevil stood over him.

"Matt? How did you get here?" he asked.

"I'm not here kid…I'm a figment of your imagination" Daredevil replied.

"Oh…if that's the case….shut up and let me pass out…ugh" he said weakly.

"Why did I waste all of that time on you if you're just gonna give up when the going gets tough"

"Not…giving up…..just resting"

"Now is not the time for resting Spider-Man….it is time for you to find out what you're made of….and if your will is strong enough to save that woman" said Daredevil seriously

"I'm…willing DD…..just poisoned" he replied

"So what, fight through the poison…fight through it"

"I'm…fighting horn head….." he started before being interrupted again.

"Didn't you say you would protect her from him? When you promised her that she became your responsibility and I'd hate to think you're shirking your responsibility" Daredevil said a smirk gracing his lips.

"…..you…just had to use the…R-word…didn't you"

"Anything to keep you in the game kid"

Spider-Man gritted his teeth and began to rise into a sitting position, a wave of dizziness hit him but he closed his eyes and forced it to stop as he continued to push himself up.

Daredevil watched him rise and a smile formed along his lips.

"I knew you could do it kid" he said before forming into red mist and blowing away into the night.

"That makes one of us DD…ugh" Spider-man groaned turning around and looking for his ally but to his surprise he was gone "Oh yeah…in my mind…..come on Parker, he's right though. Dr. Crawford…is in danger and you're the only one that can save her…fight through it" he said to himself. He reached for his utility belt and removed the spider-tracker and he could still see a blinking dot but it was rapidly moving away.

"He's got a head start….but my tracker is still in range so I can catch up"

Spider-Man crouched low and then jumped, he sailed over the edge and into the air where he shot a web and swung away.

* * *

**Madame Web's Place**

Red mist seeped through the dark walls of the altered apartment and drifted towards the web themed throne that hovered off of the ground. The mist swirled into the seat and then formed into Madame Web.

"That was a close one, I may not have master Astral Projection but shape shifting…that's another story" she stated to herself, she waved her hand in front of her and a tarot card appeared. The teller of fortunes grabbed the card and stared at it warily. The card had a picture of a massive hulking spider like beast with 8 eyes, large white pincers protruding from its mouth and six arms.

"Dr. Crawford has an important part to play in the things to come….she must stay here."

* * *

**New York Zoo: Lion Exhibit**

Kraven landed on a large rock and he gently placed Mariah down next to him. The master hunter looked over the rock he was on and he sniffed the air.

"Vladimir show yourself" he stated loudly.

"I am here Father"

Kraven and Mariah turned to the right to see Vladimir perched on another rock nearby; he himself was looking over the edge at the Lions and Lioness' circling down below. He turned his attention to his father and then to Mariah.

"I see you were more successful than I" he stated before turning back to the Lions.

"Yes, but I encountered an enemy that proved to be challenging"

"Spider-Man" Vladimir replied.

"How did…."

"I also encountered him. We must hurry and get back to the jet…he does not strike me as the giving up type"

"Do not worry about him….I took care of the problem" Kraven boasted loudly "No one can defeat Kraven the Hunter"

**SNIFF SNIFF SNIFF!** Went the father and son at the same time. They both turned in time to see Spider-man swing past and grab Dr. Crawford by the waist.

"NO!" shouted Kraven.

Vladimir, acting quickly threw his hunting knife at the web he was swinging from and sliced it in half.

* * *

Spider-man and Dr. Crawford fell through the air until he was able to right them and landed on the ground in a crouch.

"Are you…." Spider-man started before he was tackled by Kraven.

They both went tumbling across the ground until they hit the wall of the Exhibit next to the Lions. Kraven had landed on top of him and he punched Spider-man in the jaw he then lifted him up over his head and tossed him into pit down below.

* * *

**Rhino Exhibit**

"OOOMPH!" he grunted as he hit the rocky ground of pit, he shook his head and then quickly rolled to the side as Kraven came down on his spot with his spear. Spider-Man lifted his foot and kicked the spear and broke the part that was connected to the dagger at the end. He then shot a web at Kraven's face and pulled him in for a hard uppercut to the chin knocking him back.

Spider-Man stood up just to be tackled to the ground by Vladimir, who landed on top of him as well but he grabbed his webbed foe by the throat and held up his fist ready to cave his head in but suddenly the ground began to shake.

**THUD! THUD! THUD!**

Vladimir looked up to see a Rhino charging straight at him, he had just enough time to gasp before the animal hit him, Spider-Man sensed the rhino coming and he straightened his body allowing himself pass through the small gap between the rhino's legs. The horns left deep long slash marks across Vladimir's chest while sending him tumbling across the ground.

Spider-Man pushed himself up fighting through the wave of dizziness frantically looking for his enemies. Vladimir was groaning in pain trying to stop the bleeding from his wounds while Kraven was running towards him. He stood his ground and waited, Kraven launched himself into the air and that's when Spider-man unloaded his webbing onto him covered him.

The master hunter fell down to the ground struggling with all of his might against the thin tight webbing.

"That should… hold you for now" said Spider-Man before crouching and jumping.

"NOTHING CAN HOLD ME!" Kraven shouted, struggling even more.

* * *

**Up Above**

Dr. Crawford was watching the whole fight from up above and she released a sigh when she saw Spider-Man subdue Kraven. Her eyes then drifted towards Vladimir who was trying to rise to his feet but he was bleeding profusely. A look of worry crossed her face but she didn't have time to dwell on it before Spider-man jumped and sailed towards her.

* * *

**Down Below**

Kraven gritted his teeth while he struggled even more in the web.

'_If I can just reach my knife…..'_ he started to think but he stopped when he saw Spider-Man land near Mariah. Kraven's eyes widen and he turned his head towards his son as he was rising to his feet.

"VLADIMIR! GET HIM BEFORE HE LEAVES WITH CALYPSO!" he shouted.

Vladimir swayed and was about to fall to a knee before he steadied himself.

"I'm injured father…." He replied, "We must withdraw"

"NO! WE WILL NOT WITHDRAW! FIGHT THROUGH THE PAIN SON! BECOME A TRUE HUNTER!" Kraven roared back.

Vladimir lifted his head and he caught his father's eyes.

"MAKE ME PROUD TO CALL YOU MY SON!"

* * *

**Up Above**

"Spider-Man are you okay?" Mariah asked.

"No"

"What are you doing, this is madness, just….just let him take me it's the only way to end this" she said to him.

"I said I would protect you and I meant it Dr. Crawford. Now Come on I'm gonna get….you out of here before they recover" he replied grabbing hold of her, "Hold on" he continued holding up his hand.

**CLICK! CLICK!** Went the sound of his empty web-shooters

"NO!" he shouted.

"SPIDER-MAN!"

The wall-crawler turned to see Vladimir in the air, he barreled into him and because Mariah was in his grasp they all went stumbling back and fell over the edge of the wall and into the Lion's exhibit pit.

* * *

**Rhino Exhibit**

The wild and angry Rhinoceros turned around and he eyed the tied up Kraven, the animal dug his heels into the ground and let out a snort.

Kraven who had been watching the animal the whole time continued his struggle to grab his knife and cut the webbing that was trapping him.

The Rhino reared back and then without warning it began to charge shaking the ground in his wake.

'_Just…a bit...further…' _

Kraven's hand could feel the handle of the knife on his waist; he stared unflinching at the rapidly approaching beast. He wiggled his fingers a bit more until he grabbed the handle and pulled with all of his might.

The blade sliced through the webbing in the nick of time and now that he was free he rolled out of the Rhino's path. Kraven snorted and turned his eyes towards where his son and Spider-Man went.

* * *

**Lion's Pit**

Mariah pushed herself up and gasped when she saw a lioness baring her teeth at her.

**ROAR!**

"AHHHH!" she screamed scooting backwards.

The Lioness reared back and leapt at her but right before she could tear into the woman Mariah was pushed out of the way by Vladimir. The Lioness landed on top of him scratching and clawing at him.

"GO CALYPSO!" he yelled. Mariah rolled over to see more Lioness' and Lion's looking at her and baring their teeth.

"SPIDER-MAN!" she shouted, but she didn't have to wonder long where the wall crawler was because as his name left her mouth a hand wrapped around her and pulled her up.

"Hold…..on" Spider-man said weakly, he was clinging to the cement wall and attempting to climb up. The poison inside his body still reeking havoc upon him, his muscles where tired and burning and it was getting a little bit harder to breath but he wasn't going to give up so he fought through it and he continued to climb up the wall with Dr. Crawford in tow.

* * *

**Up Above**

Spider-Man reached the edge and pulled himself and Dr. Crawford up and over. He gently set her down before he himself fell down.

"SPIDER-MAN YOU HAVE TO SAVE HIM! HE WILL DIE DOWN THERE!" Mariah shouted at him standing up and running to the edge. She peered down to see Vladimir fighting off several Lionesses' but they were scratching and clawing at him wildly.

Spider-man heard her cries and Vladimir's cries and began to push himself up.

"…..I'll….save….him" he responding turning towards her but then his spider sense came to life. Kraven pouched on him and held him down to the ground with his knife pressed upon his neck.

"Now I will kill you" He growled out, but just as he raised his knife to deliver the final blow he heard his name being called by his son.

"FATHER! HELP!"

Kraven turned his attention to the Lion's pit where he could see his son fighting off several Lioness' and a Lions

* * *

**Lion Pit**

"FATHER! HELP! ARGH!" he grunted feeling the sharp claws digging into his back and removing skin. He turned and back fisted the Lioness but another Lioness jumped in bit his arm.

"AHHH!"

The Lioness yanked hard and pulled hard, the sudden pulled yanked half of his flesh from his arm.

"RAHHHHHHHH!" he screamed in agony. Vladimir fell down to his knees in absolute pain.

"FA…." He started before he heard the unmistakable roar from the king of the jungle. Vladimir looked up to see a Lion in the air with its paw reared back and nails out glinting in the night. The Lion came down and slashed at Vladimir's throat, the animals' sharp clash ripping through the flesh of his throat and tearing out his juggler.

"GUH!...UGH!..." Vladimir gurgled out, blood oozing from his mouth and neck.

"NOOOOOOOOOOOOOOOO!" came Kraven's scream. The master hunter landed inside of the pit and rushed towards the Lion, he jumped and jammed his hunting knife deep within the Lion's skull. The beast gave a roar before falling down to the dirt dead. The Lioness' gave a roar but they immediately backed away once they saw their king was dead.

Kraven went to his dying son and cradled him within his arms.

"F….A….." he tried to gurgle out but he couldn't form the words.

"Shhhhhh do not talk my son" Kraven soothed gently, he surveyed Vladimir's wounds and he knew his son was going to die, the formula flowing through their veins made them powerful but not invincible.

Vladimir stared up at his father with wide eyes, he gasped and gasped trying to breath but it was futile. His gasp started to lessen and lessen until he gave his last gasp and died. Kraven stoically looked into his dead son's eyes; he slowly lowered his head down and touched his forehead with Vladimir's not even caring about the blood that he was getting on himself.

"You….shall be avenged….." he said before shifting his eyes up. Mariah who was looking down at the whole scene backed away in fear of the hard look he gave her.

* * *

**Up Above**

Mariah gasped and ran towards Spider-Man who finally fought his way to his feet.

"You have to get out of here now" she said urgently shaking him slightly.

'_Spider sense' _

**THUD!**

Spider-man turned to see Kraven standing a few feet away from him with his dead and bloody son in his arms. He gently laid him down on the ground and then stood up and gave Spider-man an evil glare, a look that promised nothing but pain and death. The master hunter flared his nostrils and pulled out his bloody hunting knife and gripped it tightly. The wall-crawler looked down to see that Kraven's chest was covered with blood but it seemed like it didn't even faze him. Spider-man gently pushed Dr. Crawford to the side and gritted his teeth.

"You" Kraven started while taking a step forward "It is you fault he is dead…..your interference...I WILL KILL YOU!" he yelled.

Kraven dashed forward with his knife aimed at Spidey's throat, Spider-man ducked and rolled he quickly twisted around trying to sweep Kraven's left foot but Kraven lifted his foot and with the same leg hopped and kneed Spider-Man in the face. Spider-Man went back with the blow but he put his hands out and caught himself, he then sprung off his hands and plowed both feet into Kraven's bloody mid-section. Kraven went flying back but he recovered by flipping in the air and landing on his feet.

Spider-man landed but he fell to a knee breathing heavily, he was beginning to run on empty. He had been pushing his weakened state aside but even his great stamina and will were beginning to wane.

* * *

While the two were fighting Mariah slipped out of their path and went towards the dead Vladimir Kravinoff. She looked at his mangled formed and a tears began to form in her eyes. She didn't want any of this to happen, all she wanted was to live her own life but it seems in order for her to do that someone had to die and regrettably it was Vladimir. She knew that the only reason why he was after her was because the powerful hold his father had upon him.

"I'm sorry Vladimir" she whispered.

* * *

Kraven let out a mighty roar and threw his knife. Spider-Man leaned to the side but he wasn't fast enough and the blade sliced him across his right arm.

"AGH!" he grunted.

Kraven ran and jumped trying to spear his foe in half. Spider-Man dug deep and executed a backflip that allowed Kraven to sail past him. The master hunter rolled along the ground and stood up in time see Spider-man coming in with a roundhouse kick that nailed him in the face. Kraven was knocked off balance by the hard strike but he wasn't down. Spider-man still breathing heavily continued his assault by shifting his stance and stepping in with a powerful side kick to the face. He then charged in with a punch to Kraven's solar plexus that knocked the wind out of him but Kraven wasn't one to let pain stop him. He gritted his teeth and grabbed his shorter foe by the head and brought him in for a headbutt. Spider-Man's head ricocheted off of his and he felt some satisfaction at the wall-crawler's cry of pain. Kraven grabbed him by the head again and delivered another head butt.

* * *

Mariah heard a cry of pain and she looked over to see Kraven head butting Spider-man. She gasped as the sound of flesh hitting flesh and then balled her fist.

"No more" she said to herself "This has to end"

Mariah turned her attention back to the dead Vladimir and her eyes landed on the belt around his waist. She began to search through the pockets searching for something that will help to end this fight and during her quick search her eyes landed on something familiar. She reached out and grabbed the wooden blow dart gun and several capped wooden needles.

* * *

Kraven raised his fist and brought it down upon Spider-man's face sending him down to the ground.

"Ugh…." The hero groaned.

Kraven stood over his fallen enemy; he raised his foot and stomped on his chest which earned another groan of pain. Kraven raised his foot again but before he come down on Spider-man's chest again he felt something prick his chest. He looked down to see a wooden needle sticking out of his chest.

"No" he stated in horror.

Kraven looked up to see Mariah standing a few feet away lowering the blow-dart gun from her lips, upon seeing her he silently regretted ever teaching her how to use one. He snarled and tried to take a step forward but Mariah raised the blow-dart gun to her lips and blew twice. Two more needles flew from the gun and hit Kraven in his chest.

A tidal wave of drowsiness hit him; he could feel the poison filling his system making him want to go sleep. He tried his hardest to stay awake but it was proving to be easier said than done. He started to sway and fell to a knee, his vision started to blur and breathing began to slow. Kraven shook his head trying to clear his vision but suddenly his blurry vision turned red and he could barely make out a spider symbol. Kraven raised his head and he stared into the white reflective lens of Spider-Man.

"I…..am….Kraven….King of Jungle…..can't defeat…..me" he struggled to say. Spider-man raised his right fist and he stared down at him.

"You're in the wrong Jungle Kraven because here…Spiders are King"

Kraven's eyes widen as a blurry red fist made contact and then he knew nothing but darkness.

Spider-man released a sigh and turned to the approaching Dr. Crawford.

"Thanks…" he said to her.

"I should be thanking you" she replied stopping next to him and looking down at her ex-husband, a sad look passed across her face as she knelt down and moved a few stray wisps of hair from his face, "He wasn't always like this Spider-Man….it's only because of the formula I gave to him that he turned into…..this"

"Regardless of how he was he's caused….. too much chaos and he's going to prison"

"I know" she replied.

"What…..will you do now Dr. Crawford?" he asked looking at her. She turned to him and stood up straight.

"I have to start over Spider-man….move away as quickly as possible because even with Sergei in prison he will not let that hold him for too long. He will find a way to escape and come after me again"

"Running will not…solve the problem Dr. Crawford" said Spider-man seriously to her "You said….. you wanted a life of your own and you finally have one….. you can not give that up. If you uproot now and move away you'll be falling back into old habits but only this time you'll never stop running, that's no way to live. You can't….let Kraven dictate your life, you have to take a stand and say enough is enough….just like when you left him the last time."

"He will escape…..and hurt more people"

"And I'll be there to stop him" Spider-man replied.

Dr. Crawford released a sigh and put a hand to her neck, a look of contemplation passed across her face as Spider-man's words ran through her mind.

Spider-man could see she was thinking about what he had said so he reached for his utility belt and retrieved his phone, he pressed a speed dial button and he waited.

**CLICK!**

"Hello"

"Captain Stacy…guess what...I'm at the Zoo"

* * *

**Later that night- Night Nurse**

Spider-Man was lying down in a bed with his mask half-way pulled up and his shirt off. His cuts and wounds were stitched up and he was could feel his own natural healing factor kicking in. His eyes moved away from the television in the room and to the IV in his arm that was pumping him full of anti-venom. After dealing with Kraven and once the police showed up he quickly changed web-cartridges and he swung away with the intentions of heading to the night nurse so she could cure him. Luckily he made it to her office and told her how he was poisoned right before he passed out.

"Knock Knock" came the voice of the night nurse.

"Hey….I'm starting to feel a bit better"

"That's good" she replied walking into the room with a chart in her hands "I was beginning to worry….with the amount of poison in your system I'm surprised you didn't die"

"That's me…too stubborn to die. What was I poisoned with?" he asked attempting to sit up.

"Well, from what I got from your blood it was a rare type of poison from a flower found in the Amazon jungle. It's designed to slow down whoever comes into contact with it….first it's muscles, then the respitory, heart and then the brain and then…."

"Death"

"Yep, but you didn't die. I think it's because you're not exactly fully human"

"I'm human…just enhanced" he replied.

"Well whatever….you'll need to stay here the night though and let the anti-venom do its job but you should be fine by tomorrow morning" said the Night Nurse turning and walking out of the room.

"Thanks!" he shouted out.

"You can thank me with a check this place doesn't pay for itself you know" she replied back to him.

Spider-man shook his head and he laid back down on the bed and he let out a sigh.

"Ugh….Kraven….you've been by far the toughest guy I've fought and that's saying a lot…ah crap…it's the beginning of summer and I'm already in the hospital, that is definitely not a good sign for how the rest of the summer is going to go…..oy"

* * *

**Even Later: Riker's Island: Basement Meta-Containment Unit- Cell 301**

"RAH! LET ME OUT OF HERE! DO YOU KNOW WHO I AM I AM KRAVEN! KRAVEN THE HUNTER!"

Kraven banged against the steel door in front of him like a madman; he was wearing an orange jump suit with the number 542 on the back and a thick black collar around his neck. He stopped his pounding and grabbed at the collar only for it to give him a mild shock that caused him to drop to a knee.

"I AM KRAVEN YOU CAN NOT DO THIS TO ME!"

* * *

**Cell 302**

"HEY KRAVEN! WILL YOU SHUT THE HELL UP SOME OF US ARE TRYING TO SLEEP!" shouted Mac Gargan aka **the Scorpion**. He was laying on his cot with his own orange jumpsuit on as well as a metal sleeve covering his tail and a thick black collar around his neck.

* * *

**Cell- 303**

"I SECOND THAT MOTION FOR KRAVEN TO SHUT THE HELL UP!" shouted Flint Marko aka the **Sandman **He was sitting on his cot but he wasn't wearing an orange jumpsuit he was wearing the same clothes he was wearing the day he fought and lost to Spider-man. He didn't need clothes because his sand could shift into whatever he wanted. Flint looked up into the ceiling to see a giant vent right over him. If he even tried to release one grain of sand the vents would flip on and he would be sucked through into another containment unit and that was an experience he wasn't ready to experience again.

* * *

**Cell- 304**

"THIRD MOTION! SHUT UP KRAVEN! SHUT UP!" shouted Max Dillon aka **Electro** He was pacing his metal cell trying to think of a way out but the white collar around his neck cut him off from controlling his electricity, thus rendering him harmless and being harmless was a feeling that he hated.

* * *

**Cell -305**

"I AM KRAVEN!"

"SHUT UP! SHUT UP!" shouted **Rhino** grabbing his ears. Kraven had been screaming for the past 30 minutes and it was starting to get on his nerves. He stood up and charged at his cell door but before he reached the door his massive black collar released a surge of electricity that caused him collapse to the ground roughly.

"GRRRRRR!" he groaned in pain.

"I AM KRAVEN YOU CAN NOT KEEP ME HERE! CALYPSO!"

"SHUT UP!" Rhino yelled again.

* * *

**Cell- 306**

Dr. Otto Octavious aka **Doctor Octopus** stood up from his cot and he stared at the metal door in front of him. His four mechanical arms were still stretched out and secured by magnetic manacles.

"ALL OF YOU SHUT UP! I CAN NOT HEAR MYSELF THINK! AND I NEED TO THINK OF A WAY OUT OF THIS CAGE AND CONTINUE MY PLANS AGAINST OSBORN AND SPIDER-MAN!"

At the mention of Spider-Man everyone stopped screaming, even Kraven stopped his yelling and a low growl could be heard throughout the basement level.

"I will cut Spider-man's head from his shoulder and mount it in my trophy room" Kraven said menacingly in his thick Russian accent.

"Sorry but the bug is mine, if anyone is gonna kill him it'll be me" said Electro banging his fist against the door.

"Wrong spark plug Spider-man is mine….I'm gonna bury him in a mountain of Sand if it's the last thing I do" chimed Sandman.

"I got orders from someone to kill em so you guys are out of luck" said Rhino "Spider-man is gonna die by my hands"

"You fellas will have to wait you're turn because I got a few scores to settle with the bug first" growled Scorpion.

While each of them were talking Doctor Octopus was listening intently, they were all in the same place because Spider-man had put them there. They each had a grudge against the wall-crawler and they were each waiting for a rematch. Doc Ock put a hand to his chin as the gears in his great mind began to turn. He needed to get out of his cell but it was built by Reed Richards so escaping on his own was proving to be a bit more difficult than he anticipated, however, if he had help then his dreams of escaping would come to fruition. He glanced at the cameras in his cell and he only saw one cable attached to them which meant that the cameras were only able to see a video feed of him, which meant that there wasn't any audio, none of the guards could hear him or the rest of his cell mates. Once he realized that a smile began to grace his lips.

"Gentlemen…..it seems we were all put in here by the same man and it seems we each have a….for lack of a better word….score to settle"

"Yeah what of it?" snapped Scorpion.

"I propose that we work together to get out of our…..predicament" Doc Ock replied back.

"I don't work with Amateurs" said Electro flippantly.

"Perhaps if you did you wouldn't be in prison Dillon" Doc Ock snapped back "Gentlemen there is strength in numbers, alone we are weak but together…..we are strong and I have a feeling that if the Six of us work together then there is nothing we can't accomplish" he said to them.

A long silence passed along the cell block as each person was thinking over Otto's statement.

"I'm in" said Rhino quickly "Anything to get out of here I hate prison"

"Me too. I'm sick of the food in this place" said Scorpion

"Whatever…I'm in" said Electro shrugging his shoulders "But just until we get out of here"

"Count me in too, I want out" came Sandman's voice.

"Kraven" Doc Ock called out.

"I….accept your proposal….a pack is most strong with numbers" said Kraven.

"Good" Doc Ock responded "Because in the time it took all of you to decide, I've come up with a plan"

* * *

**End Chapter: Read and Review:  Hey all it's me Nomad88 back again with the closing comments. WHEW! This chapter took forever to get right in the first stages of drafting it but it seems luck was on my side. I hope all of you readers out there enjoyed the debut of Kraven and I hope I brought about a level of believability to him. I know a lot of you out there were hoping for something along the lines of Spectacular Spider-man but my favorite interpretation of him was of course from the 90s cartoon series. I hope I also elevated him to a new threat level seeing as how he and Spider-man were almost even…albeit Spider-man was poisoned. Anyway again I really hope you all enjoyed this chapter because this one was another one of those ambitious chapters because a lot of stuff are spinning out of this chapter for stuff down the line. Also with this chapter thus ends the classic arc…all of Spider-mans' classic villains have made their debut: Chameleon, Vulture, Lizard, Kraven, Doc Ock, Sandman, Electro, and Scorpion…..oh and how can I forget about the Green Goblin. They all have their motivations and backgrounds so now that's out of the way we can dive into where they go from this point on….and if anyone was paying attention to the end of the chapter Six of them were moving into a very Sinister Direction. I hope all of you stay tuned to see what happens because the ride is only gonna get more…..what's my favorite word people….EPIC! If you enjoyed what you read drop me a review and let me know what you thought about the chapter and the story in general or if you have some burning questions either leave it in the review or send me a PM message and I'll get back to all of you ASAP! This is Nomad88 saying Later….**

**Ps: Batman Beyond is almost finished as is the next chapter to Secret Warrior Spider-Man, just keep your eyes peeled for the next chapter as well as the next chapter of TSA: The Amazing Spider-Man, this is me saying later….Oh, this is unrelated but Men in Black 3 was a solid, funny, and entertaining film if you haven't seen it go check it out and one more thing PROMETHEUS OPENS THIS WEEK! WHOOOO! THE WAIT IS OVER! Later…..**

**Next up: Osborn vs. Osborn **


	58. Osborn vs Osborn

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey all it's me Nomad88 back again back again with another new chapter for you readers. First of all 300 REVIEWS! WHOOOOO! A big thank you goes out to everyone that has read and reviewed and made this story such a success and here's hoping for another 300 Reviews WHOOO! Next, I hope you all enjoyed the last chapter and the final story in the classic arc. The past couple of chapters we've been involved with Peter which is fine because he's the star of the story but with this chapter we move away from him a bit and onto the much neglected Osborn family, and a few of their supporting characters, so sit back, relax, Read, Review(A writer's main source of motivation) and don't forget to ENJOY!**

* * *

**Chapter 50: Osborn vs. Osborn**

**Next Day: Manhattan, Financial District- 8:30 am**

Anastasia Hardy eyed the large building in front of her, which was the New York headquarters of her company. The highly stressed Anastasia released a heavy sigh and attempted to ready herself for another grueling day at the office. Since her encounter with her old flame Adrian Toomes aka the Vulture and since the revelation that he was the father of her first child Valerie Hardy, Anastasia had been burying herself in work. She would arrive at the office early in the morning and leave late at night, Valerie had barely spoken to her since the big reveal and Anastasia couldn't blame her, she has every right to be upset and confused.

'_God…everything is just spiraling out of control'_ she thought to herself as she walked forward and through the revolving doors.

* * *

**Inside **

Anastasia breezed through the front lobby not even saying hello to the receptionist at the front desk. Usually when she entered the building she would exchange small talk but today was not a good day for her in the slightest, all she wanted to do was get to her office and start the process of protecting her company because not only was her personal life a complete train wreck, her company was in jeopardy of a hostile takeover from none other than Vanessa Fisk of the Fisk Corporation. Anastasia gritted her teeth as she remembered the conversation she had with the woman just last night.

* * *

**Nikolai's Restaurant- The Bar- Last Night- 1:30 am**

Anastasia raised the glass to her lips and took another sip of the white wine inside relishing the savory taste as it slid down her throat. She was a torrent of raw emotions and she needed something to calm her nerves which is why she found herself alone at the bar. Anastasia took another sip of her wine and then glanced down at the phone in front of her, letting the alcohol be her liquid courage she bravely picked up the phone and dialed a set of numbers she knew by heart. She held the phone to her ear but upon hearing the first ring, followed by the second ring she immediately hung up the phone and placed it back down in front of her.

"Damn it all" she whispered finishing off her glass of wine "It's not like John would answer anyway" she continued under her breath, she got the bartender's attention and he walked over to her with a wine bottle in his hand.

"I'll have a glass of what she's having" came a feminine voice from beside her. Anastasia glanced to her right to see an attractive woman about her age, perhaps a few years younger, in a red dress.

"Is this seat taken" the woman asked.

"Help yourself" Anastasia replied nonchalantly. The woman smirked and thanked the bartender as he poured her a glass. She grasped the glass in one hand and took a long sip savoring the taste as well.

"My God that is delicious; you are a woman of great taste" she said.

"Thank you" Anastasia replied in an uninterested tone, the woman next to her smirked and shifted so she was facing her.

"Drinking alone….that hardly seems like a good way to spend a Friday night, especially for a woman like you, perhaps you would like some company"

Anastasia gave the woman a sideways glance and then scrunched her face up in slight shock. She looked at the younger woman who was smiling at her and a thought popped into her head.

"Um…are you making a pass at me?" she asked "Because if you are I'm flattered but I don't…."

"HAHA…Anastasia, no" the woman replied laughing a bit before sipping her wine "I'm not making a pass at you, although you are quite attractive and that accent is damn sexy, I'm just making friendly conversation"

"How do you know my name?"

"I make it a point to know important people…..or at least people who I'm going to crush" the woman in red replied seriously, her friendly and playful demeanor dropping instantly.

"Who are you?" Anastasia

"Vanessa Fisk" the woman in red replied.

"Of Fisk Corp"

"One and only"

Anastasia shifted in her seat and turned to face Vanessa, the two women stared each other in the eyes for a long minute both searching the other for something and that something was a sign of weakness, but true to form both of the women showed no such sign.

"I am going to dismantle your company, piece by piece and sell it for scraps" Vanessa stated in a no nonsense tone.

"You can try, but you'll be disappointed in the results" Anastasia replied in the same tone.

"Ha, you're sinking Anastasia, you and I both know that, you've run your company into the ground just be merciful and shoot it in the head, surrender all of your holdings over to me and I promise I'll leave you with a very sizable retirement. Enough to even tighten up the bags around your eyes hahahaha"

Anastasia scowled at the slightly younger woman, a bubbling rage started deep within her and it was making its way to the surface.

"Do you know who you're talking to….."

"I know very well who I'm talking to" Vanessa interrupted "But the question is do you know who you're talking to…hmmm….I'm sure you've heard about the person my Husband allegedly was supposed to be right, what if I told you that there was some truth to those said allegations? What if I told you that since my Husband is no longer in the picture I'm sorta filling in his very big shoes"

"So what are you saying… you're the Kingpin now" Anastasia responded.

Vanessa smirked and took a sip of her wine, letting her question hang in the air, Anastasia was reading Vanessa's face and it gave her the answer to her question. She had heard that there was supposedly a Kingpin of crime in the U.S, whose reach could extend across the seas and she had heard that it was supposed to be Wilson Fisk but it was all rumors and hearsay, plus she herself was too busy running her company to focused on someone else so she never invested her time in such news, but to be sitting next to Vanessa Fisk who is claiming to be the Kingpin put her on edge a bit, but she wasn't going to let it show. She swallowed hard and then gave Vanessa a steely look.

"Even if you are the Kingpin you'll never get your hands on my company…I won't allow it"

"Funny, you make it sound like you have a choice. Make no mistake I will have your company mostly because I always get what I want. I was just giving you the heads up"

"Why?" Anastasia asked.

"Because I respect you, and seeing as how you're a woman and I'm a woman I thought we could hash this out peacefully instead of this turning into something…" Vanessa started.

Anastasia grabbed her wine glass and tossed it in her face, Vanessa jumped up and put a hand to her face and then looked down at her stained red dress.

"YOU BITCH DO YOU HAVE ANY IDEA HOW MUCH THIS DRESS COSTS!" she screamed.

"Enough so that I have your full attention. I. Will. Not. Go down. Without a fight." Anastasia stated with conviction before quickly getting up and storming out of the bar leaving a seething and extremely angry Vanessa Fisk in her wake.

* * *

**Present- Top Floor**

Anastasia shook herself from the memory as the elevator doors opened and she stepped out and onto the red carpet. She released a sigh and continued down the hall towards her office.

Anastasia's assistant perked up as she saw her employer walking towards her.

"Mrs. Hardy there is so….."

"Not now Joan I have a headache"

"But Mrs. Har…."

"I said not now" Anastasia snapped before grabbing the handle of the office door and quickly going inside.

* * *

**Office**

Anastasia stepped into her office and the first thing she noticed was that she was not alone, there was a man in a business suit with his back to her standing in front of the window and looking out at the city.

"Who are you?" she asked catching his attention. The man turned and revealed himself to her and it was none other than Harold Osborn.

"A competitor" Harold stated looking at her before walking towards her, he took hold of her right hand and kissed it "My name is…."

"I know who you are" she interrupted yanking her hand of his grasp "Norman Osborn's son"

"Harold Osborn is my name"

"What do you want boy?" she asked brushing past him and going towards her desk.

"Boy, I'll have you know I'm a man and I'm here to discuss business" he said following her and then sitting down in the chair in front of her desk.

"If you want to talk business then you'll make an appointment like everyone else, you can't just barge in here and expect me to listen" Anastasia responded.

"I'm an Osborn I can do what I want"

"I'm sure that's what your father thought" she threw back looking him in the eyes. Harold kept his composure but inside he was seething at her statement.

"A simple misunderstanding I can assure you" he replied.

Anastasia leaned back in her seat releasing a frustrated sigh, Harold was beginning to get on her nerves and he was keeping her from her work. She gave him a sideways glance before looking him in the eyes.

"A very big misunderstanding from what I hear. Listen Harold I have a lot of work to do so just tell me why you're here" she said dismissively.

"I told you, I'm here to discuss business"

"What business"

"The business of you surrendering your company over to Oscorp"

Anastasia's eyes widen for a second before narrowing.

"You're joking." She stated.

"I never joke when it comes to business Ms. Hardy. A little bird informed me that your company is in a downward spiral thanks in part to corporate sabotage and because of a few bad investments"

"This bird told you a lot…but it's all false"

"Do not insult my intelligence Ms. Hardy. I might be young but I'm not stupid, The Hardy Foundation is in the toilet and all of your supporters are starting to break away" he said.

"What's your point?"

"My Point is this...I want your company. I'll buy your controlling shares from you at a very generous price and then I'll…"

"Get Out" stated Anastasia in an angry tone. Harold sat there with his mouth open for a second before he closed his lips and let a smile grace his face.

"I'm sure if…."

"I said GET OUT! I'm not going to let you or that bitch Vanessa Fisk take over my company"

Harold adjusted his suit and stood up from his seat, he turned around and proceeded to the door of Anastasia's office but before his hand touched the handle he turned and looked at her one last time.

"I hope you're prepared to lose Ms. Hardy because I'm an Osborn and I always get what I want" he stated darkly before calmly leaving her office and leaving her alone with her thoughts.

Anastasia continued to stare at the door with hate in her eyes.

'_Goddamn it'_ she thought angrily to herself before slamming her fist down on her desk, she was afraid this might happen. The news of her companies financial woes spreading, while it wasn't exactly secret, she had done her best to kept it as close to the chest as possible but it seems like a few of her more wealthier enemies have found out despite her best efforts.

"Savages" she snarled folding her arms across her chest feeling her anger rise, in less than 24hours she had received two different threats from two very different but equally powerful people whose reach with money extended further than her own at the current moment. Anastasia knew that if they really wanted her company then it would only be a matter of time in her current state, but the only person she was truly worried about was Vanessa Fisk. After their little discussion last night at the bar Anastasia went home and did some research for herself on the Kingpin and if Vanessa is truly who she claimed to be then she was in for a helluva fight. She released another sigh before reaching into her pocket and retrieving her cell phone, she then dialed a few numbers she knew by heart and pressed send.

'_If I'm gonna fight her….I'm gonna need some help'_ she thought while waiting for the person on the other end to answer.

**RING! RING! CLICK!**

"Hello" came a voice that had an accent like her own.

"John"

"Anastasia…I'm glad you called I've….I've been thinking about you I…."

"John…I need you here, you and Felicia. I'm in trouble"

* * *

**Elevator**

Harold Osborn stood in front of the elevator waiting for the car to arrive and while he did that he replayed the small meeting he had with Anastasia just a few moments ago in his mind. His mind analyzed every word and every expression and as the second ticked away he found himself frowning, mostly because he found Anastasia's dismissal of him very disrespectful, not to mention her callous remark about his father. Harold balled up his fist in anger at the thought and he grinded his teeth but as quickly as the anger came he released it and let a smile grace his lips.

'_That is alright, she'll learn her place'_ he thought to himself.

**DING! **

The elevator doors opened and Harold stepped inside, he pressed the number 1 and watched as the doors closed.

* * *

"Once I start to take her company she'll regret she wasn't a bit more receptive" he said while staring at his smirking reflection in the smooth metal surface of the elevator doors. Harold released a sigh and then glanced upwards at the descending numbers, he then looked back at his reflection but he scrunched his eyes in confusion because his reflection had a scowl across the face but he could still feel himself smiling.

"What the….."

"YOU SON OF A BITCH!" his reflection snarled before leaping out of the smooth metal surface.

Harold was caught off guard and shoved very hard into the back wall of the elevator, he gasped as he felt a hard punch to his stomach and then a hard punch to his face followed by a forearm being shoved into his throat holding him in place. He gritted his teeth and he focused on the face of his attacker, a face that was his own…a face that belonged to none other than Harry Osborn.

"You rat bastard I'll KILL YOU!" Harry growled grinding his forearm into Harold's throat.

"Ha..rry….HAHAHA! I'm…..Im..pressed that you es..caped" Harold managed to get out struggling against the angry teen's strong grip.

"My motivation comes from a maniac destroying my life"

"En…hancing Ha..rry….enhancing" Harold corrected.

"ENHANCE THIS!" Harry shouted raising his fist, he brought it forward but Harold jerked to the left making Harry's fist hit the steel surface, but to his surprise it didn't hurt and his strike left a small dent. Harold pushed against the momentarily shocked Harry and shoved him into the elevator door, he then brought his head forward and head butted Harry hard in the nose earning a shout of pain. Harry grabbed his nose and slowly slid down the door and to the ground; Harold brushed a few strands of his hair back and took a step back from the groaning Harry Osborn.

"Pathetic." He stated staring down at him "Here I thought I was in for a fight"

Harry removed his hand and he saw the blood rolling down his nose, he stared up at his smirking opponent and growled, with lightening fast reflexes he lifted his foot and kicked Harold in the groin.

"AGHHHHH!" he shouted in pain.

**DING!** Went the Elevator doors opening.

Harry quickly stood up and then grabbed Harold and tossed him out of the Elevator.

* * *

Harold stumbled through a small group people standing in front of the elevator doors until he fell down on the ground. He growled and then looked up to see a foot coming his way, Harry's foot made contact with his chin and it lifted him up and tossed him back on his butt.

"The only pathetic one is you Harold" Harry snapped, before going in for another kick but Harold blocked the coming kick and quickly rose up with an uppercut that nailed Harry in the chin sending him stumbling back and stunning him. Harold took the opportunity to capitalize on him being stunned and came in with a hard right punch and then left. Harry went tumbling to the ground groaning in pain. Harold dove on top of him and grabbed him by the front of his suit and raised his fist.

"Let's agree that we disagree Harry" he growled before bringing his fist down upon Harry's face, he raised his fist high again and brought it down on his face again. Each time his fist made contact with Harry's face a gleeful look of enjoyment passed across his own, he enjoyed beating on what he deemed to be his weaker counterpart. Harold held his fist high but right before he could bring his fist down again a few of the Hardy Foundation security guards caught his attention.

"HEY!" one of them shouted at him "WHAT ARE YOU DOING!"

Harold glanced up at the security guard and then back down at the ground, but to his surprise Harry was gone and not only that but his left hand that was griping Harry by the collar was now gripping the front of his collar. Harold looked around to see everyone that was nearby looking at him with a mix of fear and curiosity. He slowly lowered his hands and then straightened his suit.

"What the hell are you people staring at" he stated before quickly whipping around and storming towards the glass doors that would take him out of the building.

* * *

Harold stepped outside and started for his limo.

"HOME! NOW!" he shouted at the limo driver as the driver opened his door. Harold slid into the limo and quickly grabbed the phone inside and dialed a few numbers.

**RING! RING! CLICK! **

"Hel…."

"Dr. Stevens, I need you to drop whatever it is that you're doing and bring Dr. Warren to me immediately, I'll be at the Mansion" he said hanging up the phone before she could even respond.

Harold leaned back in his seat and took a breath; he reached up and touched his nose. He looked at his hand to see that blood was covering his fingers. Seeing the blood and going over what just happened in his mind caused him to ball up his fist in anger.

'_I do not need this now…..Dr. Warren has to fix this' _

"Hurts doesn't it" came a voice. Harold turned to the right and stared at his reflection in the glass but he didn't see himself staring back he saw Harry.

"I don't know how you got free but you're going back Harry"

"I don't think so Harold. I'm taking my body back and I'm gonna do it whether you like it or not"

"Really" Harold responded in a low tone "We'll see about that"

"YEAH WE WILL!" shouted Harry leaping out of the glass window again and at Harold who did his best to fend him off.

The limo started up and drove down the street.

* * *

**Location Unknown**

Dr. Sarah Stevens looked at the cell phone in her hand and then slowly lowered it away from her ear.

"Who was that?" came the voice of Dr. Miles Warren. Dr. Steven turned around to face the older man and she gave him a look of concern.

"It was Harold he wants to meet with you" she replied.

"Now?"

"Yes, now"

"But I can't not when we're at a crucial period in the experiment" he said walking away from her and further into the lab.

About two months and a few weeks ago Dr. Miles Warren had moved his private experimentations and research on cloning away from the Oscorp labs in hopes of working in secret but in reality his hopes of working alone were unrealistic and he eventually had to show Dr. Stevens, his partner of sorts, his underground bunker where he was building his own lab. Miles didn't want to tell her in fear of her blabbing to Harold his experiments but to his slight surprise she quickly promised not to say anything to Harold about his bunker, in fact she even helped him to gather some equipment needed to begin to build. Going beyond her sudden change in mood she was beginning be pleasant to be around. Before when they worked together she was always second guessing him or making depressing comments, however in the past few weeks she has been more upbeat and generally enjoying the dual aspects of her job of being a scientist and an active member in the Oscorp business. Miles had his suspicions about her sudden mood change but for the moment he cleared his mind of Dr. Stevens and he focused his full attention on the medium sized cylinder tank in front of him. The tank was filled with a green bubbly liquid and in the middle of the tank is what drew his attention the most because in the middle was a small glob of what looked like flesh floating inside.

'_Soon….very soon I will have a new body and I shall live forever'_ he thought to himself rubbing his hand along the smooth glass.

Dr. Steven's hung back a few feet and watched how Miles rubbed his hand along the glass, seeing this gester brought a creeping feeling of uneasiness within her, a feeling that she knew all too well. For the past year since Harry injected himself with the Oz and made himself unstable like his father Dr. Steven's had been wrestling with a supreme amount of guilt. She couldn't for the life of her understand why she let him do that, she should have said something…no she should have demanded that he rethink his course of action but she didn't, she stood by and let Miles inject him with the OZ. Sarah could immediately see the change within the young man and that weighed heavily on her. She tried to rationalize it by saying Harry knew what he was doing but the truth of the matter was that he didn't know in the slightest what he was getting himself into, but she did, and ever since the injection she had been watching him and the changes were astounding…..revolutionary even and it was in her musings of Harry that she realized why she really let him corrupt himself, it was the same reason why she helped his father, created the Sandman and the same reason why she was helping Miles with his insane schemes of cloning himself, she tried to rationalize it even more by saying that she was just following order but in truth, deep deep down the truth of the mater was that…she was curious. Curiosity is the whole reason why Sarah Steven's became a scientist in the first place, even from a young age she was always more curious than cautious about the world around her which is why she's been so accepting of the situations she's put herself in, she wanted to know the effects of the Oz….she wanted to know just how severely the serum affects a person and she wanted to know if cloning was truly possible and in the past year or so she's found the answers to those questions and more but it has come with a price….her conscience. She knew what she was doing was wrong, so very wrong and that it couldn't go on which is why she made a secret vow to herself that she would find a way to reverse the Oz effects on Harry in the hopes that if she were to correct that mistake her conscience would leave her alone.

Dr. Stevens reached into her white lab coat pocket and removed two orange pill bottles one label Xanax and the other labeled Prozac, she popped the tops and poured out one pill each and then quickly swallowed them. It would take some time for her come up with a cure for the OZ but it seems that her conscience has no sense of time because since she's made the vow her conscience still hasn't let up one single bit. The guilt that weighed heavily on her led to her experiencing some Anxiety attacks and Depression, so in a desperate plea to get her mind to rest to the point she would be able to focus she went to her psychiatrist and asked her to prescribe some pills for her to take and the pills have been the source of her good mood for the past few weeks. Dr. Stevens let out a cough as the pills rolled down the back of her throat, once she felt them settle she put the tops back onto the bottles and placed them back into her pocket. She inhaled deeply and then swiftly turned and headed for the lift in the bunker.

"Miles come along, your pet project can survive without you for about an hour" she said over her shoulder.

Miles let out a snort and turned his attention back into her direction. He had to go because he didn't want to cause any suspicion with Harold, so with great reluctance he took his hand off of the glass and he began to follow after Dr. Stevens.

* * *

**Brooklyn, Storage Facility- **

Dr. Mariah Crawford sat patiently in her car in front of the storage facility place; she took a deep breath and closed her eyes for a brief second before opening them again. She had been up all night with her thoughts about Kraven, Vladimir, Spider-Man and her future. It had been less than 24hours since Kraven had re-entered her life and just as she had suspected he completely turned her newfound peaceful existence into something chaotic. He had beat her date Bill Hollister almost to death, chased her across New York, poisoned and fought Spider-man and lastly she had seen the death of Vladimir Kravinoff a person she knew since he was a young teen and to see him die by being mauled by lions sent a wave of sadness through her. Even though Vladimir was trying to take her away she was certain the only reason why he doing it in the first place was because of his insane father. After the cops arrived and she explained everything they carted Kraven off and called the Coroner's to collect Vladimir's body. The EMT's wanted to take her to the hospital to check her out and she complied only because she wanted to see if Bill was at the hospital and luckily he was at the same hospital but he was sedated. Mariah didn't want to disturb him, neither did she want to explain the complexity of her relationship with Kraven so she kissed him on the forehead and as quickly as she could left the hospital and took a cab home.

The moment her foot touched the inside of her apartment she bent down and zipped up her suitcase. Mariah remembered how the only thing on her mind was to run away…. move away again and get as far away as possible but what stopped her from doing just that were Spider-Man's words to her, words that she's been repeating for most of the night and currently in her car.

"If you uproot now and move away you'll just be falling back into old habits….only this time you'll never stop running" she whispered to herself. Mariah leaned back in her car seat and let out a sigh. Spider-man's words rung true, she would never stop this time and she would never again have a life to call her own…she'll be living a life in fear and that is something she couldn't allow not in this stage of the game that is life…she had to fight. Mariah nodded her head and then opened the car door and stepped out.

She went inside the front office and signed in and got the key from the man at the desk, once she did that she left the front office and began to search for her storage cell.

"101…..102…..3…..here go 104" she whispered bending down and opening the lock with the key.

**SCREECH!** Went the sound of the orange metal door as it was pushed upwards. Mariah ventured into the self-storage container and closed the door behind herself, she flipped the single switch turning on the light and illuminate the practically bare storage unit. There wasn't much inside except for a few boxes that long been forgotten and a small dusty raggedy refrigerator in the back, Mariah took a deep breath and walked towards the refrigerator.

'_I promised myself that I would never come here….but desperate times call for desperate measures'_ Mariah thought to herself reaching for the handle, she gently pulled and open the refrigerator and peered inside. There, sitting on the middle row in the refrigerator were three vials in a vial rack and in each of the vials was a bubbling solid blue liquid. Mariah bit her lip and then reach for one of the vials and brought it up to her face.

'_The last three vials of Dr. Reeves Wonder drug. The same drug that turned Sergei into Kraven'_ she thought to herself again.

"I should have destroyed you" she stated out loud for the first time "But I'm glad I didn't because you are going to help me change Kraven back into Sergei. Spider-man was right this is my life and damn it I'm going to fight for it"

Mariah pocketed the single vial and then closed the door to the refrigerator. She knew that Spider-man was right but she also knew that it was only a matter of time before Kraven found his way back to her again but only this time she wasn't going to be helpless, this time she wasn't going to let anyone get hurt because of her again, she would be ready to face him on her own. Mariah turned around and proceeded to make her way out of the storage unit with the intent of going to her lab and starting on a cure.

* * *

**Osborn Mansion: 10 minutes Later**

The limo swerved wildly as it pulled up to the mansion but before the driver had a chance to come to a complete stop the door opened and Harold and Harry tumbled out and onto the ground. They were struggling with each other both fighting tooth and nail to get the upper hand. Harold delivered and elbow to Harry's chin knocking him away which allowed him to quickly get up and make a dash for the front doors.

* * *

**Inside the Mansion**

Harold burst through the mansion doors and closed them behind himself, he turned around and stood still because standing there was none other than Harry looking to continue their fight.

"Fitting….this is where it all began Harry….this house. Every emotional setback and inner turmoil you ever experience…every negative emotion that you pushed down deep within you….all of that resulted into me and this is where it will end. You've already proven that you don't have the stones to deal with this life Harry that's why you created me now why don't you be a good little boy and go back to your cell" said Harold.

"Do you ever stop talking" Harry replied putting up his fist.

Harold smirked before dashing forward with a punch, Harry with reflexes he didn't even know he had dodged to the side and came round with a hard left hook that caught Harold directly in the jaw rattling his whole body.

'_Whoa'_ he thought to himself, Harry was truly surprised at his own strength but he didn't have time to stay shocked because he heard a growl coming from his other self. Harold spit out some blood and then growled, he quickly crouched low and went for a sweep, Harry saw the attack coming and he jumped over it. Harold stood up and then charged at Harry but Harry again saw him coming and dove out of the way rolling into a crouch. Harold ran into the banister of the steps hitting his shoulder hard but he didn't let it stop him. He shook the pain away and turned his attention to Harry who had a smile on his face.

"STOP SMILING!" he roared in anger.

"Make me" Harry taunted.

Harold stalked towards him and threw out a powerful punch; Harry blocked the punch and responded with one of his own that nailed Harold in the face. Harry came in with another punch that Harold barely managed to duck under and respond with a hard punch to Harry's stomach that made him take a step back but he wasn't out of the fight. Harry gritted his teeth and came up with an elbow to Harold's chin.

"Oomph" Harold grunted as he hit the ground.

Harry rubbed his stomach and straightened up before looking at his counterpart.

"Where's that superiority crap you were spitting out….Harold, because from where I'm standing you're the pathetic one"

Harold frowned and then grinned.

"Look whose decided to grow a pair….like I said before I'm quite impressed Harry"

"And like I said I have a maniac giving me motivation"

"Time to change maniacs then" Harold replied before getting up and running up the stairs.

Harry did a double take before he took off after him.

* * *

"HEY!" Harry shouted, "YOU'RE RUNNING FROM ME! GOOD! BUT I WILL CATCH YOU!"

Harold glanced over his shoulder but didn't break his stride, he reached the top of the stairs and he grabbed the vase that was sitting on the end table and he threw it at the approaching Harry.

**CRACK!** Went the sound of the vase hitting Harry in the face and smashing to pieces.

"ARGH!" he growled feeling the bits of glass cut along his face but the tactic succeeded in slowing him down.

Harold then grabbed the end table and lifted it over his head and with little effort tossed it at Harry who had just finished knocking the last bits of glass from his face. The young Osborn turned and saw the end table coming towards him.

"HOLY!" he shouted before ducking and letting it pass over him.

**BAM!**

Harry looked to see the table roll down the steps and hit the bottom, he turned back to the top of the steps but Harold was already gone.

"DAMN IT!" he said under his breath before running up the remaining steps.

* * *

**Outside the Mansion**

A car pulled up in front of the mansion and from the vehicle out stepped Dr. Stevens and Dr. Miles Warren.

"Are you sure he didn't say why he….."

"Miles, for the last time he didn't tell me anything other than to bring you to the mansion" Dr. Stevens replied in a calm and sweet tone.

Miles looked at her and at the smile on her face and narrowed his eyes before letting a smirk grace his own lips.

"I know your secret Sarah" he stated suddenly causing her to look at him.

"Whatever do you mean Miles?" she asked.

"Your sudden good mood as of late. I know all to well the effects of prescription medication my dear" he answered walking towards her, "It took me a minute to figure it out but once I heard the bouncing pills in your jacket during our car ride, the answer practically slapped me in the face"

Dr. Stevens looked at him and then abruptly started walking.

"You don't have to be ashamed Sarah, I know a little of something of what you're going through" he said following behind her.

Sarah hastily doubled her pace and reached the front door.

"You don't know anything about me" she stated opening door but before it opened fully Miles slammed his hand on the door and closed it, Sarah took a slow breath and glanced at him from the corner of her eyes.

"I know more about you than you think" he said stepping a bit closer to her "I'm going to be honest with you"

"Oh Joy" she replied dryly.

"When I first met you I didn't like you"

"The feeling was mutual"

"I'm sure, but do you know why I didn't like you?" he asked.

"…."

"It was because, I think maybe on some level, you reminded me of how I used to be. Cautious, wanting to play it safe but the more I played it safe the more I realized that there's no place for safe in science, you have to take risks."

Sarah listened intently to his words and the more that he spoke the deeper his words registered within her. Slowly she turned her head fully to him and looked him in the eyes.

"I have a theory Sarah and it goes like this: People like us…scientist….true scientist that are willing to sacrifice and taking risk in the name of science are descendents of the Greek God Prometheus himself….the same God who stole fire from Olympus and gave it to humans for the betterment of mankind, and isn't that what science is all about…the betterment of mankind. Our attempt to understand how everything…fits together"

"…."

"Along the way to the betterment of mankind though we as scientist have to make hard choices…..we have to break a few rules, step on a few toes and compromise a few of our own morals and I know that it can be a bit…..heartbreaking and you'll feel a bit guilty about the things you have done, you'll have nightmares, anxiety, insomnia and oh.. let's not even mention the depression…but Sarah…you have to push all of that aside and remember that what you're doing….it's all for the greater good"

"The ends don't justify the means Miles"

"Sometimes they do Sarah, especially in the name of science and that's why you're having such a hard time and that's why I suspect that your guilt has been eating away at you or at least it was before you started your medication but a little advice from someone who has been in your shoes. Stop. The medication may mellow you out but it won't get rid of the guilt"

"…..what will get rid of the guilt then?" she asked.

"Acceptance…. of your disease that is" he replied in a matter of fact tone, "Once you accept your disease that loud voice will get quieter and quieter"

"What disease are you talking about Miles?" she asked in confusion

"The disease that Prometheus himself had and passed on to all of his descendents…the disease of…..Curiosity" he whispered back to her.

Dr. Stevens eyes widen in shock and her face showed a sign of conflict at his statement, her expression falling somewhere between shame and anger. She looked at his calm and collected face wanting with all of her might to reject what he was saying but his words held so much truth to them that she couldn't, he was right about her feelings of guilt, the reasoning for her taking her medication to help with her anxiety and depression, but not to mention the most important fact of all…..her insatiable curiosity. The curiosity gnawed at her to no end and to know that Miles had gone through the same thing didn't really put her mind at ease and that was because he embraced his drive for knowledge not caring what tragedy happened in the process. Looking him in his eyes and seeing the slight smug smile caused her to settle on an emotion and that emotion was anger. The vow that she had made to herself crept to the front of her mind and in the process a new vow formed along with it…the vow to never become like him.

"Why are you telling me this?" she asked with narrowed eyes.

"Because despite your personality….there is a great scientist within you but you need a little push to get it out"

"….You are crazy, you know that right" she said after a long minute.

"I do, but there is a fine line between crazy and brilliance. A line that you and I walk together seeing as how we're just alike" he said back to her.

"I am nothing like you"

Miles scoffed slightly and leaned a bit closer.

"Tell me something Sarah….whose crazier…..the person that knows he's crazy or the person that denies… that she's crazy too?"

Dr. Stevens stood there with her eyes narrowed at Miles wishing that he was someplace else besides standing in front of her but no matter how hard she wished it there he stood. She was about to reply to his statement but she was interrupted by a loud crash coming from inside.

**CRASH! **

"What was that?"

* * *

**Hallway- Inside**

Harold grabbed Harry by the shoulders and rammed him into the wall with all of his might and as soon as Harry hit the wall he let out a shout of pain which only served to make Harold smirk. He then punched him across the jaw with a left hook and then with a right hook that caused a tooth to go flying out of Harry's mouth. He straightened him up and then delivered a hard headbutt to his foe. Harold took a step back and then he reached up and snatched a painting that was on the wall and raised it high. Harry groaned and then spit out some blood and looked up, before Harold could come down with the painting Harry reached down deep and pushed off his heels and speared Harold across the waist. He drove him back towards the double oak doors where the two went crashing through.

**CRASH!**

* * *

**Study**

The two went rolling along the ground along with a few splinters of wood from the oak doors. Harry and Harold both let out a groan before pushing up slightly they both were facing each other and both were sporting some cuts, bruises and both were bleeding from the mouth but despite all of that Harold was smiling. Harry snarled and lashed out with a punch but Harold caught the fist with both hands and without warning yanked Harry forward.

"OOMPH" he grunted hitting the ground, he was on his stomach so it was easy from Harold to quickly straddle his back and wrap one of his powerful arms around Harry's throat.

"ACK!" Harry gasped out feeling his air supply being cut off, he began to resist with all of his might but Harold was too strong and kept his grip.

"Just relax Harry….and let go" Harold whispered in his ear, blood dripping from his lips.

Harry didn't listen and he kept struggling.

"Where is this newfound strength coming from I wonder?" Harold mused while still holding on tightly.

As the two were struggling the room suddenly changed into central park and an image of Harry and Mary Jane kissing appeared in front of both of them. Harold looked up at the image and he let a smirk grace his bloody lips.

"Infatuation….Puppy Love perhaps….oh Harry you could do so much better than the red head" Harold said. Harry managed to pull Harold's arm away from his throat for a second allowing some air to get into his lungs but Harold gained the upper hand and put his arm back around his throat.

"Do you really think our father would approve of someone like her, I mean come on you're not really known for your good choices….better yet you're not really known for anything good you and I both know that….and so does he"

Suddenly the whole room changed back into the study and an image of Norman Osborn yelling at younger Harry appeared before them. The image of the younger Harry had tears in his eyes and he was looking away from his father with his shoulders slouched. The older Harry still struggling with Harry tried to turn his head but Harold with his left hand grabbed Harry by his reddish-brown hair and forced him to look up at Norman who was yelling at his younger self about something.

"Look at yourself Harry…pathetic. That's why he has never respected you….I mean how could he…how could anyone"

Harry continued to stare and he focused on himself in tears, he remembered that day. It was the anniversary of his mother's death and he wanted to visit her grave but his father didn't….said he was too busy and that his mother was dead and that it was time to move on. The problem however was that Harry didn't want to move on.

Seeing that image of himself and remember how he felt caused him to waver in his struggle and Harold immediately capitalized on it.

"That's right….just let go"

Harry closed his eyes trying to block it out but Harold whispering in his ear was not helping him, but despite Harold and despite his father Harry held onto his anger at the both of them. He closed his eyes tightly and he forced his mind to something that would help his anger.

"WE'RE DONE DO YOU HEAR ME!" Mary Jane's voice echoed throughout the study.

Harold looked around for a second before his eyes focused on Harry.

"I NEVER WANT TO SEE YOU AGAIN!"

Harry's eyes snapped opened and a growled escaped his lips.

"It was for the best Harry she was keeping you down anyway. The world is full of women better than her" Harold said applying more pressure but it wasn't working Harry kept resisting.

"No…..THERE ISN"T!" Harry shouted, he wiggled his chin until he worked Harold's arm off of his throat. Harry opened his mouth and sunk his teeth into Harold's arm.

"ARGH!" Harold yelling feeling Harry bite him. Harry using his newfound Oz enhanced strength pushed off the ground and launched both of them high into the air.

**BAM!** Went the sound of the two of them hitting the ceiling and cracking it a bit, but the sudden hit was enough for Harold to lose his grip around Harry's throat. The two came back down to the ground in a heap but Harry was the first to recover. He painfully pushed himself up and he eyed Harold who was trying to do the same.

"You son of a bitch"

Harry swayed towards him and kicked him in the face knocking him onto his back, Harry took several deep breaths before gritted his teeth and bent down. He effortlessly picked Harold up over his head and he threw him across the room where he hit the oak desk hard.

Harry stalked over towards him and then grabbed him by the hair and brought his fist down onto his already bloody face. He did it again…again….again…and again all the while enjoying the feel of his fist against his flesh.

* * *

Dr. Stevens and Dr. Warren ran down the hallway as fast as they could. When they entered the mansion the first thing they saw was a smashed end table at the bottom of the stairs. They stopped to check it out when they heard more smashing and sounds of struggling coming from upstairs so without question they both took off in search of the noises.

The two scientist neared the study where the sounds were getting stronger and stronger as well as some shouting, they reached the broken door and both came to a stop when the looked into the study.

"Oh my God" whispered Dr. Stevens.

There standing alone in the study was Harold/Harry Osborn punching himself as hard as he could.

"I DON"T NEED YOU! YOU'RE RUINING MY LIFE!" he shouted hitting himself harder and harder.

"What the hell" said Miles looking on in shock as well.

"HARRY STOP IT!" shouted Dr. Stevens running towards him.

* * *

Harry held up his fist ready to punch Harold again when he heard his name, he turned around to see Dr. Stevens running towards him.

"STAY BACK!"

Harold who was still conscious took advantage of the distraction, he knocked Harry's hand off of him and delivered a palm strike to the chin and then tried to tackle him. Harry gritted his teeth and blocked out the pain from the blow, he felt Harold trying to tackle him but he dug his feet into the ground bracing himself. He lifted up his knee kneeing Harold in the stomach, Harry then lifted him up and then tossed him away but he wasn't watching where he tossing him because Harold went barreling directly into Dr. Stevens causing both of them to tumbling to the ground.

Harry wiped the blood from his nose and he turned his eyes to the right for a brief second, but in that second his eyes found the portrait of his father, those eyes boring into him. Harry pursed his lips before he started speaking.

"You lured me here…..to this room didn't you. Knowing that this room….is where he spent all of his time, and it's also where I have alot of my bad memories of him. Were you trying to break me Harold huh were you? ANSWER ME!"

Harry turned away from his father and focused on Harold who was untangling himself from Dr. Stevens.

* * *

Miles hung back and leaned against part of the broken oak door; he hung back mostly because he was trying to figure out what was going on. One minute his employer is bashing himself in the face and the next he threw himself into Dr. Stevens and now he was talking to himself.

'_What the hell is…..ah. I believe I know what's going on, if I'm not mistaken didn't Otto say something about the Oz making the patient mental unstable…..interesting. It seems the state of mental instability is quite severe…..judging by his movements and vocal patterns I'd wager…..complete psychological break…split personalities….just like his father. Hmmm….this might be something I need to watch out for in my experiment' _

* * *

Harold heard Harry speaking but he paid him no mind, he was only thinking about getting up to fight but something strange was happing to him. It was almost if his strength was leaving him, his punches weren't as strong as they should have been that palm strike should have hurt but Harry brushed it off, but Harry's fist were like jack hammers across his face and those blows had finally taken its toll. Harold attempted to push himself up but fell down to the ground.

'_No….I can't…..lose to him'_ he thought to himself, Harold glanced over his shoulder to see Harry approaching him so he did the only thing he could do…he started to crawl away, but as he was crawling his right hand hit something. He looked at his hand and he saw an orange pill bottle next to hand. He glanced at the label and he saw the words Xanax and a smile graced his bloody lips. He grabbed the bottle and turned over and leaned up a bit so Harry couldn't see what he was doing.

"Yes….I was trying to break you Harry but it seems you're stronger than me" Harold conceded.

"I know I am, I'm stronger than you and I'm stronger than my father, I'm tired of you telling me what kind of man I should be and I'm tired of trying to be the man my father wants me to be…..it's time I started being who I want to be, but before I can do that…..you have to be dealt with" Harry stated in a low tone.

"That was a nice speech Harry" Harold started while secretly popping the top on the pill bottle behind his back, "I would shed a tear but I couldn't even if I tried, before you deal with me though let me ask you this."

"What?"

* * *

Dr. Stevens pushed herself up on her elbows and rubbed her head; Harold had barreled into her and in their tumbling their head hit each other. Sarah shook the cob-webs out of her head and turned to the left to see Harold on the ground look up at nothing. He was smiling and talking to himself.

* * *

"Is your newfound strength STRONGER THAN XANAX!" he shouted before lifting his hand with the pill bottle. He raised the bottle and emptied the last few pills into his mouth.

"NOOOOO!" yelled Harry and Dr. Stevens at the same time. Harry lunged at him and knocked the bottle away but it was too late.

Harold laughed and choked a bit while swallowing the dry pills but he succeeded in his task.

"WHAT HAVE YOU DONE!" growled Harry grabbing him by the collar and shaking him.

"What it took to beat you" Harold responded.

"RAH!" shouted Harry delivering one last punch. After the punch though he felt a hot feeling bubbling in the pit of his stomach, the hot feeling began to spread throughout the rest of his body causing him an indescribable amount of pain. He backed away from Harold and doubled over, grabbing his chest trying to make the pain stop.

"God" he whispered squeezing his eyes shut.

Harold looked on in slight shock as he saw long red cracks forming along Harry's body and face, the cracks grew bigger and bigger and Harry's eyes started to glow bright red. Harry with all of his might raised his head and caught Harold's eyes one last time. Time seemed to stop for that brief period as the two stared at each other.

"So long Harry…you won't be missed"

"AHHHHHHHHHHHHHHHH!" Harry roared before exploding in a shower of red light.

Harold lowered his hand from his face and he looked around.

"Hmph…..Loser"

"OH MY GOD! HARRY ARE YOU INSANE!" yelled Dr. Stevens crawling over to him "We have to get you to a hospital MILES STOP GAWKING AND….."

"Get out" Harold whispered.

Dr. Stevens turned her attention back to him.

"What"

"I said….GET OUT!" he snapped pushing her away as best as he could.

Dr. Stevens stared at him for a moment before slowly rising to her feet, as she rose she studied him, he was bloodied, bruised, and had cuts all along his face, his hair was disheveled, and his suit wrinkled and stained. All of this put together gave him a twistedly deranged appearance that would haunt Dr. Stevens even more than her guilt. She swallowed hard before abruptly turning and heading towards the exit. On her way out she grabbed Miles by the arm and dragged him out of the study with her leaving Harold all alone.

Harold shakily pushed himself up into a sitting position; he could feel the drugs in his system trying to take effect. He felt his muscles relax and a sense of relief wash over him as well as a bit of drowsiness, but he felt at ease. Harold reached up and wiped some blood from his nose and then spit some blood out on the floor. He took a few shallow breaths before looking up at the portrait of his father Norman Osborn.

"Well…..that's one Osborn down, One to go"

* * *

**The Cube- Location Unknown**

Norman Osborn laid on the dingy white cot in his medium sized metal holding cell wearing a standard orange prisoner jumpsuit. It had been about a year since his imprisonment and in that year he had grown a thick scraggly reddish brown beard and his hair was a bit longer, but other that that he was still the same, he and his other self.

'_**Take one down pass it around and 55,837 bottles of beer on the wall…..' **_

"SHUT UP! WILL YOU SHUT UP!" roared Norman sitting up on his cot and grabbing his head.

'_**Well someone is in a bad mood today. What's the problem now Osborn?'**_ the Goblin asked.

"THE PROBLEM!"

'_**Keep your voice down'**_the Goblin snapped.

"My problem, I'll tell you my problem I've been stuck in this goddamn cell with you for the past year and a half, I'm cut off from society and from my company, I've been poked and prodded every single day and I haven't even been allowed one single phone call, I swear my lawyers are gonna….."

'_**HAHAHAHAHAHA Oh Osborn do you really expect someone like Fury to uphold due process for people like us. Oh no we don't get the same treatment as the regular rift-raft, no we're special thanks to the formula that runs through our veins…..we're a dirty little secret that Fury can keep locked away for as long as he likes" **_

"RAH!" roared Norman standing up from his cot "I WANT OUT! HE CAN"T DO THIS TO ME!"

'_**CALM DOWN OSBORN AND STOP ACTING LIKE A CHILD!'**_ The Goblin roared.

"SHUT UP! And don't tell me what to do, you don't control me I control you"

'_**In your dreams' **_

Norman began to pace his cell back and forth back and forth like a madman all the while whispering to himself, he was going crazy…or crazier the more time he spent in the cell with the Goblin. He grabbed his head in frustration again and he eyed the electrified bars of his cell and a crazy idea formed in his mind.

'_**Osborn…what are you about to do' **_

"Whatever it takes to get out of here"

'_**Don't do it' **_

The Goblin's words fell upon deaf ears as Norman made a run for the bars. He steeled his body and gritted his teeth.

"AHHHHH!" he shouted as he ran toward the electrified bars, he raised his hand to head trying to protect it as best as he could right before he made contact.

**BZZZZZZZZZZZZZZZZZZZZ**

"ARGHH!" he yelled feeling the electricity run through his body, after a few seconds past he was suddenly thrown back where he hit the metal floor hard with smoke rising from his body slightly.

'_**Idiot'**_ the Goblin commented _**'What were you hoping to accomplish'**_

Norman's eyes slowly opened and he stared upwards at the metal ceiling.

"I was hoping to get away from you"

'_**Oh Osborn that hurts my feelings, especially when I have a plan to get us out of here' **_

"What"

**SCREEECH!** Came a loud sound.

'_**I need to take over for a while Osborn. It seems your foolhardy plan actually has a silver lining' **_

Norman's eyes rolled to the back of his head for a long second before they returned to their normal state but only the Goblin was in control.

* * *

**Shield Cell Block Corridor**

Shield Agent Catherine Mora swiftly walked down the hallway passing by all the other electrified cells ignoring the cat calls or threats against her life from the inmates inside.

'_Savages'_ she thought to herself continuing on her way. Agent Mora was an attractive woman in her late 20s; she was 5'8, had short natural red orange hair, blue eyes, and freckles along her nose. She had a tone athletic build like most shield agents and along with that she was wearing the standard navy blue outfit. Agent Mora released a sigh of frustration as she continued down the corridor, the Agent had been working for Shield for the past 9years and she's spent the last 7 working security guard duty at the Cube, one of Shield's most top secret and top notch prisons, but being a security guard was not why she joined S.H.I.E.L.D. She joined because she was promised that she would be able to do some good and in the first couple of years she did do some good but after one mission that she botched and caused the death of 3 of her fellow Agents of Shield she was put on Cube duty where she was effectively forgotten. Agent Mora knew that Colonel Fury was still punishing her but she had learned her lesson about follow orders and she assured him that she wouldn't make another mistake and to transfer back to active duty to which he replied that he would think about it, but that was over a year and a half ago. She knew that if she hadn't been transferred by now then the transfer wasn't happening.

'_Damn that Fury'_ she thought.

Agent Mora slowed her pace until she came to a stop in front of the cell that belongs to Inmate 452..aka Norman Osborn.

"Osborn, on your feet" she stated.

"Agent Mora how many times do I have to tell you, beautiful women can call me Norman" the Goblin replied pushing himself up into a sitting position. Agent Mora rolled her eyes and put her hand on her hips.

"What is your problem?"

"My problem is that it's been a few days since I've seen you and well….I can't call you the proper way so I had to get creative to get your attention" he said with a flirtatious grin.

A small….miniscule smile appeared on Agent Mora's face at his remark. About a year and a half ago Colonel Fury arrived with Norman Osborn, he ordered her to make sure he was watched closely at all times and for the science division to examine him thoroughly but he didn't give any reason as to why Norman Osborn was so dangerous. Agent Mora had did her research and discovered that he was the Green Goblin but she didn't see the reason why he would be locked up in the Cube. As the months rolled by her curiosity got the better of her and one day while she was making her rounds she struck up a conversation with him and she learned the full truth, but even after learning the truth…she still kept talking to him and admittedly she started to enjoy the conversations she would have with him. Agent Mora knew it was wrong to talk to the prisoners but their conversations were innocent enough, they would talk about a little of this and that, things like: their past experiences, family, friends, embarrassing stories, things that you would talk to a friend about and a friend is what Agent Mora needed, someone to listen to her and her problems. The other S.H.I.E.L.D Agents at the Cube weren't exactly known for their friendly conversations or banter and given the nature of her job they weren't really allowed to leave the Cube, they ate, slept and lived at the prison with the inmates and sometimes it would get lonely, so it was refreshing to have innocent conversations…at least they started out that way, lately their conversations have been evolving into something more, every time they spoke there was some flirting and sexual undertones but it was just harmless fun.

"Oh really, and why would you want my attention?" she asked.

The Goblin rose to his feet and he slowly made his way over to the electrified bars but he stopped inches away.

"The same reasons why any man would want the attention of an attractive woman" he said in a low seductive voice. The Goblin obviously let his eyes roam up and down her athletic body and Agent Mora saw his eyes checking her out and her miniscule smile grew just a little bit more.

"Eyes up here prisoner" she replied pointing to her face.

"Couldn't help myself, it's been about a year and a half since…..well, I think you know" he said licking his lips.

"Is that all…try 2years" she said.

"Wow"

"It's not like Fury lets us leave this place, and besides the last cute guy that was here left 2 years ago" she replied let out a breath.

"Well then we're in luck, I think we can help each other out…don't you?" he asked letting his grin grow into a smile and raising an eyebrow.

"HA!" laughed Agent Mora turning her head away from him for a second before turning back "In your dreams Osborn"

"Every single night Agent Mora. And its Norman" he replied stilling looking in her eyes.

Agent Mora swallowed hard, she could feel her heart starting to beat a bit faster the more she stared into his eyes. She rubbed the back of her neck and then took a step back from his cell.

"Look….Norman, just keep the noise down. If you keep it up you'll cause a riot with these animals"

"If it means getting closer to you then I'll gladly risk it"

She rolled her eyes but the comment put a big smile on her face, she turned away and was about to start walking when she turned to face him one last time.

"If….If we're gonna be on a first name basis then I think it's fair that you call me Catherine"

"Till next time….Catherine"

Agent Mora turned and began her trek back to her station, leaving The Goblin all alone once again. He watched her until she was completely out of sight and then immediately dropped the smile from his face.

'_**Stupid woman'**_ the Goblin thought to himself linking his hands behind his back _'__**Yes, it's only a matter of time now before I am out of this cage; and it's as I said before Osborn, all it takes is….Patience. Ha…Ha…Ha…HAHAHAHAHAHAHAHAHAHAHAHA!'**_

* * *

**Somewhere **

Ever so slowly the eyes of Harry Osborn opened and the first thing he saw was luscious green grass. Harry's senses began to return and he could feel how soft the grass was beneath him, he could smell the grass, and he could hear the birds chirping in a sing-song fashion. He raised his head and looked around to see that he was in some sort of open field in the middle of a beautiful sunny afternoon.

"Harold" he stated eyes dancing around frantically but there was no trace of his other self, he raised a hand to face but he didn't fell any pain nor was their any blood "What happened…..where am I" he whispered standing up and wiping the grass from his face and clothes, "Last thing I remember was….."

"Hey! There you are" Came a familiar voice.

Harry's head jerked up to see Mary Jane Watson coming to stop in front of him, looking just as beautiful as he remembered, especially in her tight blue jeans and cut off yellow shirt.

"MARY JANE!" he shouted while running towards her and wrapping his arms around her in a tight embrace.

"Whoa there Harry, what's wrong with y….." she started before he crushed his lips to hers in a kiss. Harry relished in the feel of his lips against hers because it had been forever since he had felt this feeling. He broke the kiss and stared deeply into her green eyes.

"Where did that come from?" she asked.

"I've missed you"

"You just saw me like 2 minutes ago"

"What?"

"Yeah, we were all over there and then you suddenly left and I came to find you. Where did you go?"

"It doesn't matter, all that matters is that I have you in my arms again"

Mary Jane let a smile grace her lips and then gave him a quick kiss on the lips.

"Come on" she said grabbing his hand.

"Where are we going?" he asked.

"Someplace Peaceful" she replied reassuringly.

Harry smiled at her comment and allowed himself to be pulled along and into the distance.

* * *

**End Chapter: Read and Review: ** **Hello my loyal readers it's me Nomad88 back again with the closing comments as usual. I hope that everyone enjoyed the chapter and the character work going on. This chapter took me some time to get right especially the dynamics between Dr. Stevens and Miles Warren. I really hope you readers enjoyed the conversation between them because you will be seeing more of that in the future. For anyone out there who hates Dr. Stevens she's trying to do the right thing and she wants to do the right thing but there is this drive within her that's just too hard to ignore, which is why I paired her up with Miles Warren to show what happens when that drive takes over. If any of your readers out there are fans of the show Heroes…the drive that she has and what Miles was talking about is akin to that insatiable hunger that Sylar felt….although maybe not to that severe degree, but the concept is still the same. Anyway again I hope you all enjoyed the relationship between them. Next I hope you all liked the Harold and Harry fight for dominance, and I hope I surprised some of you with the outcome of the fight and also there is a new development from that fight that's going to have some repercussions in the next few chapters and where exactly did Harry go? Also, it's the Semi-return of Norman Osborn aka the Green Goblin, I told you readers that we would be checking up on him soon and as predicted he's up to no good, I hope all of you are ready for is official return and his daring Prison Break….OH No I've said too much. Lastly there was a name dropped in this chapter that it seems a lot of people are waiting on the official debut, last name Hardy first name Felicia, well my readers she's on the way to NYC I just ask you all to be a bit more patient HA HA! **

**For the Next chapter we're taking a break from the normal storyline for another TSA: MARVEL U EVENT! The Last event the Kree-Skrull War was such a success that I just had to do another one, although this one is a bit more contained than the last because it primarily features the Avengers and Spider-man, but it does feature cameos from some of the other Marvel Universe Heroes I have floating around, So I hope to see you readers there because it's gonna be…..what the word I'm searching for…..oh yeah EPIC! So drop me a review or a PM message and I'll get back to you ASAP, this is Nomad88 saying Later…..**

**Ps: I know, I know I'm terrible. No Batman and No Secret Warrior in like 3 months, I apologize to all the fans I'm trying my best. It's time like these that I wish I had Madrox's power of duplication but alas I don't so I'm gonna have to ask for a bit more patience from you all. If you want to yell at me you can do it in the review or you can send me a PM Message, this is me saying Later….**

**Next up: Red Skull Unleashed **


	59. The Red Skull Unleashed part 1

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey there readers it's me Nomad88 back again with another chapter in my Spider-Man story that I hope everyone out there is thoroughly enjoying. As I stated in the last chapter we're taking a much needed break from the current storyline in TSA: Amazing Spider-Man and we are heading into another Marvel Universe Event. This one as I said before is a bit more contained or rather its contained to earth but that won't make it any less Epic…I hope. Anyway enough of me talking and onto the EVENT! One last thing though, Read, Review (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 51: Red Skull Unleashed**

**Somewhere Over the Alps- 2:00pm **

A sleek black military helicopter glided through the frosty cold afternoon air that surrounded the Mountainous region of the Alps. Any ordinary person would take the time to enjoy the serene and wondrous beauty this area of the world had to offer, they would admire the green trees, the powdery white color of the snow, the lakes or the clear blue sky, but the people inside the military grade helicopter were anything but normal.

* * *

**Inside the Helicopter**

The passengers in the black helicopter were: the burly and tough Crossbones, the attractive but sadistic Sin, the mysterious Taskmaster and last but not least their insane leader the Red Skull. The Red Skull had an intense look upon his masked face and that was because he was in a very foul mood. He was generally always in a bad mood but today he was in a particularly worse mood because his last plan for world domination were thwarted by Captain America and his team of idiots known as the Avengers. Time and time again the Captain has been a major thorn in his side, no matter how hard he planned, no matter how hard he tried he could not kill him and that simple little fact was driving him crazy. The Red Skull allowed his red eyes to shift between his core group of individuals…..his most trusted council if he could call them that, they each have failed him in the worst way possible and he found it amazing that he kept them around. If there is one thing the Red Skull hated the most….it was failure, and failure is something he wouldn't tolerate. The more he looked at them and thought about how terrible they have failed him he found a slight snarl forming on his lips.

'_Bufoonz….all of zhem…..I zhould kill zhem now'_ he thought in his mind while secretly letting his left hand slid towards the gun he kept holstered on his left thigh. The slight movement caught the attention of the Taskmaster who was sitting across from him staring out of the window.

"I wouldn't do that" he said to him.

"Do vhat?" asked the Red Skull innocently.

"Whatever it is that you're thinking" The Taskmaster replied lifting up his right hand and brandishing the blade within it.

The two masked men sat their eying each other for a long second trying to figure out what was going to happen next. While the Taskmaster had been looking out of the window he was completely aware of his surroundings and from the corners of his eye he saw the snarl that formed along the Skull's face and he had known his leader of sorts long enough to know that when he snarled it usually spelled death for whoever he was facing and in this instance it was him he was facing, but the Red Skull should know him enough to know that if he was planning on killing him, he wouldn't make it easy….hence the blade.

"Are you threatening me Tazkmazter?" asked the Red Skull in that thick German accent.

The Taskmaster smirked and leaned back in his seat.

"Only if you're threatening me….Herr Red Skull"

"A bullet iz quicker zhan a knife" the Red Skull stated.

"Care to test that theory?"

The staring contest lasted for a another few second before the Red Skull released a chuckle, his hand moved away from his weapon and back to its neutral position away from his thigh. The Taskmaster in turn lowered the blade in his hand and turned his eyes back to the side window.

The Red Skull chuckled to himself a bit before folding his arms.

'_Perhapz zhat iz why I keep zhem around'_ he thought to himself.

"How much Furzher?" he called out.

"We're approaching the mountain now Daddy" Sin replied from the co-pilots seat.

"Hold on, we're about to land" said Crossbones pushing downwards on the controls.

* * *

The sleek black helicopter flew directly towards the middle section of the nearest snowy mountain. They flew closer and closer to the middle with no signs of slowing down; suddenly the middle section they were flying towards slid open revealing an open hanger, the helicopter carrying the criminals entered the hanger with the large doors sliding closed behind him.

* * *

**Hanger**

The Helicopter touched down on the metal surface and Crossbones immediately cut the engines off. The Taskmaster slide the side door of the Helicopter opened and hopped out, he was followed by Sin, then Crossbones and then finally the Red Skull.

The masked villain took in a breath of air while looking around the massive mountain hangar interior. There were jets and planes of various sizes littered throughout the hanger and they each had a yellow and black color scheme, the same color scheme that belong to the organization known as Advanced Idea Mechanics or A.I.M. The Red Skull was a well known affiliate of the organization due to his frequent collaborations with them. He was in the middle of planning his next greatest scheme when he received an encrypted message from M.O.D.O.K. one of A.I.M's leaders. The message didn't say much or give too much detail but it was enough for him to come as swiftly as he did.

"Huh…I was expecting a welcoming party" said Crossbones crossing his arms over his chest.

"I'll say, don't they know we have better things to do" Sin chimed.

**SCREEEEEEEEEEECH!**

The Four criminals turned their attention towards the left where they saw a section of the floor open and a lift rose up carrying several men and women in standard A.I.M yellow Hazmat suits, but standing in the middle of them were two distinguished individuals that weren't wearing the suits. One was a man or at least was a man before being horribly transformed into the Mental Organism Designed Only For Killing or MODOK for short, standing next to the floating MODOK was a fairly attractive woman that the Red Skull had never seen before, unlike the others she was wearing a green and black bodysuit that hugged her curves and to complete her outfit she had on a green trenchcoat.

"Move" grumbled the large headed villain MODOK as he directed his floating chair to move towards the Red Skull and his entourage, "Greeting Herr Red Skull it is good to see you again" he said in his usual high pitched scraggly voice.

"Cut zhe zmall talk MODOK, Vhy am I here?" The Red Skull responded narrowing his eyes dangerously.

"To the point as usual, you are here because…" he started.

"AIM has finally found the solution to all of your problems" the woman interrupted.

"Who's the broad?" whispered Crossbones letting his eyes roam up and down her body while licking his lips a bit.

"Keep it in your pants Brock, unless of course you want me to slice it off" Sin whispered back to him threateningly

"QUIET!" The Red Skull snapped turning to them for a second before turning back to the mysterious woman before him.

She smirked and stepped forward holding out her hand.

"My name is Monica Rappaccini the new head director of AIM"

"Co-head director you mean" MODOK threw out behind her, "I'm still in charge"

The Red Skull took her hand and brought it to his masked lips and gave it a kiss.

"Pleazure" he replied.

Monica smiled at the gesture and let her eyes roam over him for a second. She had never seen him up close like this before, she had only heard stories and whispers and even then they didn't do him justice. His tall stature and powerful frame giving him an Olympian allure, Monica a had always been attracted to men of power so upon seeing the Red Skull who was undoubtedly the epitome of the word power, caused a few feelings to stir within her, but she pushed that to the side because they had important business to discuss but she secretly hoped that he would be around later, so they could get to know each other a bit better.

"Herr Skull we have called you here today because we have something that you might like to see"

"Vhat is it?" he asked.

"Follow me and I'll show you" she replied giving a wink before abruptly turning and walking towards the lift.

The Red Skull nodded his head and swiftly followed after her with his entourage and MODOK following behind him.

They all stepped onto the platform and with a click of a button from MODOK they all began to descend downwards.

* * *

**Up Above**

A large square shaped outline began to burn through the metal roof of the hanger, the square completed itself and it was quietly and carefully removed. A man and a woman garbed in thick white winter coats peered inside and saw that the hangar was completely empty.

"Do you see anything" the man asked.

"Can't say that I do sport, which is good for us, you know the whole element of surprise thing…let's go" the woman replied clipping an object to one side of the hole. She then clipped the other end of it to her belt; the woman looked up at her companion and pursed her lips together in a kissing motion before jumping and repelling down the hole and into the hangar. The man shook his head while smiling to himself as he clipped a similar device to the other side of the square hole and then he too repelled down below.

* * *

**Hangar**

The two looked around with a careful eye but they still didn't see any type of security which put them on edge but at ease all at the same time.

"Keep your eyes peeled" she stated.

"I'm not a rookie; I know to keep my eyes peeled"

"Still a rookie in my eyes sport" she replied before reaching into her coat and pulling out a small oblong device. She pointed it at the ground and pressed the button, from the device a green light appeared on the ground and it highlighted several footsteps that led away from their position. The man watched her walk away from him and he let a sigh of frustration escape his lips.

"That's is so much bullsh*& Bobbi I've proven myself and then some so you can take that rookie crap and shove it up your well toned…."

"Shut up and come over here" she growled at him over her shoulder.

The man grumbled to himself but ultimately walked over to her position and knelt down.

"What is it?"

"The tracks end here….they must've went down to a sub-lab or something" she whispered.

"Move" her companion stated, the man grabbed at the buttons on his jacket and pulled them apart tossing his jacket to the ground and revealing himself to be a man about 6'3, garbed in a purple combat outfit with a quiver full of arrows strapped to his back, he had on a mask but the lower portion of his jaw was visible as well as his crystal blue eyes. The purple garbed man had an athletic muscular build that suggested he worked out heavily and regularly. The man's name was Clint Barton but when on missions such as his current one his codename was **Hawkeye**. Hawkeye reached for his belt and he removed a black and purple compact object. He gripped the middle handle and with a jerk of his hand the compacted object uncoiled revealing his weapon of choice: the bow. He reached up and grabbed an arrow and strung it up in his bow.

"Whoa, what the hell are you doing?"

"What does it look like Bobbi, I'm about to blast this thing open. We're on a time crunch here remember and need I remind you that's the Red Skull down there…with A.I.M!"

The woman let out an exasperated sigh and shook her head.

"I knew it was too early to put you on a mission like this Hawkeye, this isn't an assault, this is a stealth mission, our objective is to sabotage whatever new weapon the Red Skull is here for and get out"

"What, this is our chance to catch him and we're just gonna let him walk"

"Look I don't have time to explain exactly what's going on but trust me when I say this the Red Skull is not getting away"

Hawkeye grunted before returning his arrow back to the quiver.

"Fine then….what do you suggest Bobbi?" he asked, folding his arms across his muscular chest. The woman named Bobbi shook her head before standing up and facing him. She grabbed at her own coat and pulled it off and tossed it to the ground.

"Do you know why I still call you a rookie?"

"Why?"

"Because you keep making rookie mistakes such as calling me by my name….I keep telling you on missions my name isn't Bobbi…it's **Mockingbird**"

Barbara '_Bobbi'_ Morse aka Mockingbird was a fairly tall woman, standing at about 5'9, she had long smooth blonde hair and alluring blue eyes that was covered by a mask but it only covered her eyes so people could still see her light tanned complexion, and along with that she a light sultry sexy voice. She had a lithe and tone gymnast type of body build that could be clearly seen through her blue and white unitard like outfit with a utility belt around the waist.

"Well excuse me then, Mockingbird…..what do you suggest?" Hawkeye corrected.

Mockingbird rolled her eyes and lifted up her hand and pointed towards a vent a few yards away from them. Hawkeye followed her hand and eyed the vent.

"You're joking right"

She smiled at him before running over to the vent; Mockingbird reached behind her back and removed one of her closely tucked metal escrima sticks. She jammed the stick into the seam of the vent and easily pried it off of the wall.

"Come on handsome we're wasting time" she said over her shoulder before crawling through.

"Goddamn it….I should've stuck with the assault team" commented Hawkeye before he ran to the vent and crawled through.

* * *

**Down Below- Laboratory**

The lift carrying the villains finally came to a stop at the bottom level of their Mountain base. The Red Skull's eyes widen ever so slightly in shock but he wasn't the only one, Sin, Crossbones, and the Taskmaster reacted the same as well.

The laboratory they were inside was extremely large and spacious, complete with the advanced scientific equipment that AIM was known for, dozens of men and women in yellow Hazmat suits were running around but the true draw of the whole lab was the giant Triangle shaped Machine in the middle of the lab. All of the equipment in the lab was connected to the machine is some form or fashion, it had AIM scientist crawling all over it making minor and major adjustments. Never before had the villains seen a machine such as the one before them.

"What the hell is that thing?" asked Crossbones

"Allow me to introduce you all to **the Gateway**" Monica answered with pride while walking forward and into the lab, "This machine Herr Red Skull was designed by the greatest minds at the Baxter Building: Reed Richards, Victor Von Doom and the late Franklin Storm"

"Reed Richardz…of zhe Fantaztic Four?" asked the Red Skull looking at her.

"The very same"

"And….Victor Von Doom….as in Doctor Doom?" asked Sin

"Yes" Monica answered again.

"What does this machine do?" asked The Taskmaster, his eyes roaming over the large machine in wonder.

"I'm glad you asked" MODOK chimed in moving his chair forward and in front of Monica blocking her from view, "This machine will grant the user unlimited power"

"Unlimited you zay…How?"

"By harnessing the power of Cosmic Energy" MODOK answered.

"What the hell is Cosmic Energy" came Crossbones voice.

Monica pushed MODOK to the side so she was visible again, the two leaders glared at each other menacingly before she began to speak.

"Allow me to fully explain. A few years ago when the Baxter Building was home to a government think tank I infiltrated their ranks. During my infiltration I was privy to a project that they were working on, the project in question was the Gateway, which would allow the government to view and/or travel to alternate dimensions"

"And they have the nerve to call us mad scientist" MODOK added with a chuckle.

"However, I was not the only one infiltrating, Victor Von Doom was my partner and he was a chief scientist on the project but he had other plans for the Gateway. He planned to use the Gateway as a means to harness Cosmic Energy"

"Yes but what is it?" asked Crossbones again folding his arms.

"Cosmic Energy is one of the most devastating forces that man knows about, think about a nuclear bomb but only times infinity. The possibilities of Cosmic energy is limitless because it's largely unknown, No one on the face of the earth has been able to fully understand its mysterious properties…the closest we've come is the Fantastic Four because they were directly exposed to the energy and it transformed them"

"Wait so you're gonna give Daddy powers like one of the Fantastic Four?" asked Sin with a smile.

"No" Monica replied quickly "The Fantastic Four are a fluke, repeating the process in which they received their powers would undoubtedly kill anyone who attempted. The mere fact that they survived is almost enough to make me believe that there is a God"

"Get to zhe point of my unlimited Power Ms. Rappaccini" The Red Skull interjected impatiently.

Monica smile at his stated and swiftly turned around.

"Follow me" she said.

* * *

**Up Above- Vent**

Peering through the grates Hawkeye and Mockingbird stared in awe at the Gateway.

"What in the hell is that?" asked Hawkeye.

"I don't know, but I think it's time we found out" she replied placing her foot on the grate, gently as she could she began to push and push until the vent popped off but before it fell Hawkeye grabbed it and carefully pulled it inside.

Mockingbird peered out to see that a catwalk was beneath her and that there was a single A.I.M scientist standing below her. She gripped her escrima stick and slipped out of the vent.

* * *

Mockingbird fell through the air and landed on top of the AIM scientist hitting a pressure point on his neck knocking him out before he could make a sound. She quickly looked around and she released a silent sigh because no one saw her.

Hawkeye silently dropped down in front of her, the two nodded at each other before sneaking towards the edge of the catwalk. Near the edge they had a better view of the Gateway and of the Red Skull but they couldn't hear what was being said.

"I'm going down there" said Mockingbird.

"What, are you crazy?"

"Just stay here, if anything happens just give me some cover. I'll be fine, I do this all of the time handsome" she replied looking around. Mockingbird was getting ready to slip over the bar and down below but she felt a hand grab her by the arm. She turned to Hawkeye who suddenly grabbed the back of her head and pulled her in for a passionate kiss. Mockingbird was shocked for a second before she closed her eyes and kissed back. The kiss last for a good second before the two broke apart.

"Be careful" he said staring into her blue eyes.

"You are so cute when you're worried sport, but don't worry I'm a professional" she replied turning and jumping over the bar and silently hitting the bottom.

* * *

**Down Below**

Mockingbird, who was an expert at stealth, navigated through the lab undetected. She was quickly making her way to the Red Skull and his entourage who were walking further and further to the Gateway. They finally came to a stop in front of the machine and Mockingbird found herself a spot behind one of the computer stations, she could hear them loud and clear and she could see the Gateway perfectly. Mockingbird reached into her utility belt and retrieved two items. The first was an earpiece and the second was a contact lens container, quickly she opened the container and retrieved the contact lens and placed them on her eyes and blinked twice.

* * *

**SHIELD Hellicarrier**

**BEEP! BEEP! BEEP! **went the main screen on the bridge of the Helicarrier.

"Sir, we're receiving a transmission from Mockingbird" Shield Agent Sharon Carter shouted from her position.

"On screen" Colonel Nick Fury replied from the Captain's Chair.

The screen switched to an image of Mockingbird looking down at her hands before she lifted her head and stared at the Gateway.

"No" whispered Fury recognizing the machine.

* * *

**AIM Lab**

"I would like for you to direct your eyes to the center of the Gateway and tell me what you see" said Monica turning to face them. They all turned their eyes upwards and towards the center.

In the center of the Massive triangular machine was a hovering cube that was about the size of human hand.

"A little box" Sin said.

"Close but wrong" Monica replied.

"It iz a cube" The Red Skull answered.

"Correct it is a cube, but not just any ordinary cube, the scientific term for it would be a matrix. As I stated earlier Doctor Doom designed this machine to harness Cosmic Energy but there was a flaw in his design…in order to draw upon the energy one would have to rip a hole in our universe which could cause more problems than solve so in our revisions of the plans we carefully designed the cube matrix to be a safe conduit or a bridge for the hole in space thus being able to constantly generate the necessary energy"

"What?" asked Crossbones.

"The tear in our universe will be contained inside the cube thus it will be able to constantly generate unlimited amounts of Cosmic Energy" MODOK answered.

"So…..What….it'll be a **Cosmic Cube**?" Sin scoffed.

"Precisely" MODOK and Monica answered at the same time.

"Vhat are you vaiting for….DO IT!" The Red Skull demanded.

"As you wish" Monica replied with a smile before waving her hand.

A few of the A.I.M. scientist nearby shook their head before turning to their computers and typing in several commands.

"Gateway activation commencing now"

* * *

**The Gateway**

Once the commands where typed into the machine loud gears could be heard turning. The gears groaned and grinded together and as a result the gateway shook for a second. The gears turned faster and faster and soon the motors could be heard turning on, the lights in the laboratory dimmed for a few brief seconds as all the power was diverted to the machine making it hum very loudly.

**KRZZZ! KRZZZ! KRZZZZZZZ!** Went the sound of several electric sparks in the center of the gateway, the sparks were violent and bright and they were happening around the cube hovering in the middle.

Inside of the cube there was a terrifying storm of particles moving and smashing together, a small tear of sparkling light began to form and a solid blue light began to filter through the ever growing tear and fill the cube. The light grew in intensity and shined brighter and brighter causing everyone in the room to cover their eyes from the bright light.

* * *

"ARE WE REACHING STABLITY!" shouted MODOK turning his head to one of the A.I.M.

"Yes in 3….2…1"

The A.I.M. scientist standing by the main computer pulled a black lever which instantly cut all of the power.

The lights in the Laboratory had blown out so everyone's attention was drawn to the mesmerizing blue light originating from the Cube.

"Whoa" whispered the Taskmaster eying the Cube.

"Retrieve it" Monica demanded.

Two A.I.M scientists went towards the lift near the Gateway and directed it upwards towards the center. One of the scientists used a pair of black tongs to remove the hovering cube from the Gateway. Once it was removed they lowered the lift back down and quickly brought it over to their leader.

Monica carefully reached out and grabbed hold of the cube and surprisingly it was cool to the touch. She smiled to herself and then turned to the Red Skull.

"May I present to you, the unlimited power of…..**The Cosmic Cube**"

The Red Skull allowed a devious evil grin to grace his masked face; he wasted no time in taking the cosmic cube away from Monica and holding it up to his eyes. He looked through the cube and he could see what looked like a small blue Galaxy swirling inside.

"Power…and itz all MEINE! MEINE!" he screamed voice echoing throughout the lab.

**THUD!** The Red Skull moved the cube from his line of sight and looked down, he saw an arrow sticking out of the ground and it was beeping rapidly.

**BEEP! BEEP! BEEP! **

"MOVE!" shouted the Taskmaster but he was too late.

**KABOOOOOOOOOOOOOOOOOM! **Went the explosion tossing them all off their feet and sending the Cosmic Cube flying from the Red Skulls hands.

* * *

**SHIELD Helicarrier**

"CARTER GET US THERE NOW!" Nick Fury shouted.

"I'm already on it Sir, we'll be there in T-Minus 6 minutes, let's hope they can last that long"

* * *

**Lab- Behind a Computer station**

'_DAMMIT CLINT!'_ thought Mockingbird angrily reaching behind her back and retrieving her other Escrima stick. She peaked over the half-burnt Computer station and with her eyes she searched for the Cosmic Cube. Her eyes landed on the Cube and the Red Skull who was looking to make his way towards the object.

* * *

Hawkeye landed on the ground and he strung up an arrow and let it fly. The arrow flew and nailed an approaching AIM scientist in the chest killing him.

'_I can't let the Skull use…whatever the hell that thing is….sorry Bobbi'_ he thought to himself.

"_**INTRUDER ALERT! INTRUDER ALERT!"**_ came the loud mechanical sound of the A.I.M. base security.

Hawkeye grabbed another arrow and turned and fired at another A.I.M scientist.

* * *

The Red Skull cracked open his eyes and looked around, thanks to the super soldier formula running through his veins the ringing in his ears disappeared rather quickly and his senses returned to him. He blocked out the running A.I.M. scientist and the shouts of pain, his only concern was getting the Cosmic Cube.

'_Vhere….is…?"_ he started before his red eyes locked onto the Cube that was lying a few feet away from him, he smiled and proceeded to crawl towards his prize, _'Unlimited…..pow….._' he began to think but as the words formed in his mind and just as he reached out for the cube a foot blocked his path. The Red Skull looked upwards to see Mockingbird looking down at him.

"Hi" she said lifting her foot and kicking him in the chin, earning a groan of pain from him and drawing some blood from inside his mouth. The Red Skull spit out the blood and he eyed Mockingbird who gave him a challenging look.

"If you want the cube you'll have to go through me"

"Vith Pleazure" he replied rising to his feet and charging at her.

Mockingbird twirled her sticks and held her ground, the Red Skull came in with a lightening fast strike that she barely dodged, but she did and she responded with two strikes to his face with her sticks.

'_He's fast….damn fast, play it safe Morse and keep him at a distance'_ she thought in her mind. Mockingbird held her sticks in front of her and jammed the ends together; the escrima sticks snapped together forming one stick that extended into a Bo staff. Mockingbird twirled her Bo staff and threw out a strike at the Red Skull who had recovered. He saw the strike and leaned to the left avoiding the end of her staff, but upon his avoidance she brought the staff to the side making him duck. Mockingbird took the chance and leapt off of the ground, she spun in the air and just as the Red Skull straightened up from his duck she was there to deliver a hard kick to his head. The power behind the kick was enough to make him take a step to the side but it didn't knock him down like she intended.

Mockingbird landed on the ground and held her Bo Staff at the ready.

The Red Skull spit out some blood from his mouth and he turned his crazy red eyes upon her.

"You are skilled vench but you are no Captain America" he said menacingly. He took a step towards her but some rope found its way into his view and wrapped around his arms tightly and shocking him in the process, they both turned to the left to see Hawkeye sailing into view and kicked him in the chest, combined with his momentum and weight it was enough to knock him down.

"Hey I could've taken him" Mockingbird stated

"No time remember, didn't you say this wasn't an assault?"

"Yeah I did and you turned it into one idi….WHOA!" shouted Mockingbird ducking under a knife that was aimed for her head.

The two Agents turned to see Sin, Crossbones, Taskmaster and about a dozen A.I.M. Scientist heading their way.

"Where's the cube?" asked Hawkeye but he got his answer when he saw a blue tint out the corner of his right eye. He quickly turned and grabbed an arrow and fired it at the cube.

The arrow flew towards the Cube and expanded into a net that scooped up the Cube. An A.I.M. scientist next to the Cube tried to grab it but thanks to the net in delivered a powerful electric shock.

"That'll slow em down until we deal with these guys" said Hawkeye while pulling out another arrow. He quickly let that one fly as well, the arrow sailed passed the Red Skulls Entourage and towards the approaching A.I.M. scientist.

**BOOOOM!** The arrow exploded tossing them every which way.

* * *

Hawkeye let a cocky smirk grace his lips while ducking just in time to miss a punch from Sin. He rose up and hit her with his bow but Crossbones was there to deliver a kick to his chest that knocked the wind of him for a second. Hawkeye responded by reaching into his quiver and removing an arrow and letting it fly.

The arrow hit the ground near Crossbones feet and ice started to form and it quickly spread to Crossbones feet locking him place.

"What the F*&" he started before he saw Hawkeye's fist making its way to his eyes.

* * *

While Hawkeye was battling Sin and Crossbones Mockingbird was battling the Taskmaster who was proving to be quite the opponent. She had read up on him and knew that he was an expert in hand to hand combat but so was she, which is why she wasn't too worried, but to be in open combat with him was something else. Every attack was blocked or side stepped in a very strange way. The strange thing about his fighting technique was that he was mimicking her moves.

'_No wonder he's so good…..he just mimics the person he's fighting and beats them with their own style…..wait, that gives me an idea' _she thought to herself matching his kick with a kick of her own. Mockingbird dropped to the ground and went in for a sweep and as predicted the Taskmaster hopped over the attack and came at her with a knee to the face and that was what she was hoping for she quickly lifted up her Bo Staff and blocked the attack, she used her strength to tilt him to the right which threw him off balance.

The Taskmaster recovered by rolling along the ground and turning but Mockingbird was already there with her Bo Staff. She smacked him hard in the face with the metal ends followed by a jabbed to the stomach and then another smack from the end of her Bo Staff to his chin.

The Taskmaster was taken off of his feet and he hit the ground hard. He would've been knocked out but thanks to his padded armor he was just hurt, he was down but not out.

"I figured out your trick you naughty boy; you're nothing more than a copy cat" she said to him, "If you wanna beat me you'll have to be a bit more original"

"Dually noted…so why don't we up the tempo" he said flipping up to his feet. Taskmaster whipped his cape to the side and un-strapped a circular shield from his back, that had the letter T in the center.

"I got this baby after my last battle with Captain America….but there was something else I got after that battle as well"

Taskmaster charged forward with Shield and threw out a straight punch shield first, Mockingbird went to the left but the Taskmaster pivoted and was there to deliver a front kick that was blocked but he quickly turned his foot over and changed the front kick to a side kick and the attack nailed Mockingbird in the stomach.

"Oomph" she grunted.

"I got his all of his moves" the Taskmaster said gripping his shield tightly and charging forward again.

* * *

Hawkeye fired an exploding arrow into another group of A.I.M scientist but the moment his attention drifted to them it left him open for a punch from Sin.

"Aww did that hurt purple boy….let me kiss it and make it better" she replied pulling out one of her guns and firing at him, she was able to get off two shots with one grazing Hawkeye's arm before he recovered and used his bow to knock her gun out of her hands. He jerked his head forward and headbutted her.

"Bitch" he growled.

Suddenly he felt a strong pair of hands on his shoulders; He glanced behind himself to see Crossbones right as the burly man delivered a knee to his back. He then lifted Hawkeye up and threw him across the ground where he landed in a heap.

* * *

**Outside**

The Shield Helicarrier arrived at the mountain and was currently hovering a few feet above the top.

* * *

**Helicarrier Hangar**

Colonel Nick Fury cocked his guns and strapped on his shield issue jet pack, he turned and laid his eye on the other shield agents behind him who were doing the same thing, cocking their weapons and getting ready for a fight.

"Alright team we got two of ours down there plus a Sh*& load of AI..M assholes, not to mention the Red Skull and his flunkies. Listen to me, we hit these Sons of Bitches hard and fast, you understand me."

"SIR YES SIR!" the Shield Assault team responded.

"I don't want any casualties on our side…them I could give two sh*& about is that clear"

"SIR YES SIR!"

"CARTER! Give me the layout" Fury said touching his ear.

'Sir we've done a full scan and body heat signatures are coming from the base of the mountain which is hollow" Agent Carter responded over the communicator.

"What are you saying?"

"That mountain is a fake"

"Good….bring the rain"

"Yes sir" she replied.

* * *

**Outside **

The Shield Helicarrier moved backwards a bit while the front end tilted downwards allowing the two massive cannons peaking out from the end of the flying ship to point at the base of the mountain.

The cannons began to glow a bright red color before two powerful beams of energy fired out and towards the hollow mountain.

**KRAKOOOOM!**

* * *

**Laboratory**

"AH!" Hawkeye grunted as he picked himself up.

"OOMPH!"

He turned to the left to see Mockingbird land next to him. He quickly straightened up despite the pain in his back and he helped her up. Their eyes met for a second before they turned and stood back to back.

Sin and Crossbones and a few Dozen AIM scientists were facing Hawkeye, while The Taskmaster and several Dozen AIM scientists were facing Mockingbird.

"Well…since I joined you guys this is how I imagined I'd Die" said Hawkeye with a smirk.

"Staring down a room full of enemies who all want to kill you where you stand?" she asked.

"Yep" he replied pulling out an arrow and stringing it up. Mockingbird smiled at his comment and gripped her Bo Staff tightly.

"Me too"

"Well then….let's not keep death waiting shall we"

"RAH!"

Everyone turned their attention to the Red Skull who was standing up, he flexed his muscles and despite the shocks still originating from the rope wrapped around him he fought against the shocks and snapped the ropes restraining him. He let out a few heavy breaths and then looked at Hawkeye and Mockingbird.

"KILL ZHEM!" he roared.

They all took one step before an explosion rocked the entire lab.

**KABOOOOOOOOOOOOOOM! KRACKOOOOOOOOOOOM!**

The entire place shook violently as a giant hole was blasted through their mountain Laboratory. Everyone turned their attention to the smoky hole just as it was flooded with Shield Agents in jet packs. They were armed to the teeth and being led by Colonel Nick Fury.

"GIVE EM HELL!" the Colonel yelled firing wildly.

* * *

**Few Feet Away**

Monica Rappaccini pushed herself up off of the ground and she looked around her lab. The once calm laboratory was replaced with utter and absolute chaos. Shield had stormed the lab and her scientists were doing their best to subdue them but they were unprepared, which meant they were getting slaughtered terribly.

"Damn it to hell" she growled standing to her feet.

"You stupid girl….you led Shield right into our facility" came the unmistakable voice of MODOK. She turned to see him floating towards her with a scowl on his ugly gray face.

"I told you we should have kept the cube for ourselves instead of offering it to the Red Skull"

"And I told you we don't know the full extent of the Cube's powers….we don't know what would happen if we used it….it could kill all of us or just kill the user which why I told you we needed a test subject"

"BAH you were just being scared" MODOK replied "We have to get the Cube before they do"

"No Sh*&" she replied pushing her green trenchoat open and grabbing the weapon that was strapped to her thigh. She held up the weapon and fired upon several of the flying Shield Agents.

MODOK growled to himself but he began to fight as well, he tilted up his chair allowing his giant head to face upwards. From the diamond shaped crystal on his forehead a psionic blast of energy fired out and at the jet pack of the nearest SHIELD Agent but the Agent swerved out of the way and fired back at the large head villain.

* * *

Hawkeye and Mockingbird still stood back to back fighting the AIM scientist that approached them. The two agents were a flurry of fast attacks, swift punches and hard kicks. They moved in tandem with each other…in perfect harmony. Hawkeye glanced out the corner of his eye and he spotted Mockingbird. He let out a breath because for a full second time slowed down and he was able to get a real good look at her; her blonde hair whipping in the wind, the look of concentration on her beautiful face and her body frozen in a fierce attack. His heart started to beat a mile a minute as he looked at her and he couldn't help but let a smile grace his lips. Hawkeye nodded his head to himself before he snapped out of his dazed state and continued to fight, but in that brief second he had made up his mind about something he had been debating with himself for the past two months.

"Looks like we won't be dying…today after all huh" said Hawkeye kicking an AIM scientist in the gut and then smacking him with his bow.

"Guess not sport" Mockingbird replied twirling her staff and hitting another AIM scientist in the chin.

"Bobbi….there's something I've been meaning to ask you?" said Hawkeye dealing with two enemies at the same time.

"What?" she asked head butting an AIM Scientist.

"Will you Marry Me?" he asked.

"WHAT!" shouted Mockingbird dropping down to the ground and sweeping two enemies off of their feet. She stood up and turned to face Hawkeye who turned to face her.

"You heard me, will you Marry Me?"

"Now!…you're asking me this now?"

Mockingbird spun around and threw out a kick that nailed the person trying to creep up behind her in the face. Hawkeye turned and hit someone trying to creep up on him as well. They both turned back at the same time.

"No time like the present Bobbi and beside we might still die today"

Mockingbird studied his face for a second and she could see that he was serious, Clint was a so-so liar she could always tell when he was lying or when he was joking around but she looked into his blue eyes and they held all the truth that she needed, he wasn't lying nor was he joking, he really wanted to Marry her. They had only known each other for about a year and she would be lying if she said that it wasn't one of the best 12 months of her life. Clint was everything she had been looking for in a guy, he was courageous, handsome, funny, and most importantly he could keep up with her. Mockingbird chewed her bottom lip for a second before a smile found its way to her lips.

"So is that a yes?" he asked looking at the smile.

"…I don't cook" she stated suddenly while staring at him.

"It's okay; we'll go out to eat"

"I don't like to clean…you've seen my apartment"

"And you've seen mine…I don't like cleaning either"

"I don't do laundry"

"I do my own laundry" he countered turning a letting an arrow fly. Mockingbird stepped to the side and delivered a side kick to an approaching enemy.

"I don't know if I want kids yet….I'm on the fence about it, this…..this is my life, dangerous missions, espionage, being a part of SHIELD and I'll keep doing it until the day I die or till someone kills me. I'm not Suzy Homemaker….I'm Mockingbird…..can you handle that?" she asked seriously

"Only if you can handle my snoring….oh and the fact I'm a bit of a sex addict" he replied punching an enemy in the face.

"So am I" she replied smiling.

Hawkeye and Mockingbird both let out a laugh and turned back to face each other. They looked into each others eyes again and smiled.

"So is that a yes?" he asked.

"No…it's a HELL YES!"

"Come here" he said. The two stepped towards each other and slammed their lips together in a fiery and deeply passionate kiss. The two blocked out all of the chaos erupting around them, the shouting, the cries of anguish, the explosions and stole a moment for themselves. In that moment they only focused on each other and the wrestling of their tongues and the feel of their bodies pressed tightly against each other. It was a moment that they wished could last forever but it couldn't, Hawkeye cracked open an eye and he saw the Taskmaster charging towards them. He broke away from Mockingbird and grabbed two arrows and he let them fly at his approaching enemy. The Taskmaster continued his charge and as the arrows came towards him he raised his shield in front of himself.

The arrows ricocheted off the Shield and flew in another direction; he lowered his shield and jumped high in the air. He sailed towards the duo and began to engage them head on.

* * *

The arrows that the Taskmaster deflected flew towards the base of the gateway which wasn't too far away from where they were fighting. The arrows hit the ground and they effectively exploded. The force from the explosion hit the Gateway rattling it and the computers nearby. There was an electric spark that erupted from the computer and ran along the whole control board scrambling all of the numbers, letters and signs on the screens until settling on a set of coordinates. Once it was settled computer lit up brightly and beeped loudly, making The Gateway began to hum and shake meaning that it was turning on but due to all of the fighting no one noticed.

* * *

The Red Skull pushed his way through the AIM Scientist not caring about any of them; the only thing on his mind was getting the Cosmic Cube which was only a few paces away from him. He spotted it on the ground in the net that Hawkeye wrapped around it. He stomped towards it but he came to a stop when Colonel Nick Fury landed in front of him with his gun raised.

"Fury" Red Skull stated with venom.

"Schmidt" he replied in his gruff voice, "Any last words before I blow your brains out"

"You are not zhe one to defeat me" he said dashing towards him.

"You say that but I have disagree" Fury started before opening fire. The Super Soldier formula that was running through the Red Skulls veins allowed him to react a bit faster than any ordinary person so he was able to dodge the first few bullets by leaning to the right. However, while he was able to dodge the first couple he was hit in the shoulder by the next two. Colonel Nick Fury had the Infinity Formula coursing through his own veins and while not as potent as the super soldier formula it still allowed for a person to react faster than normal, so it wasn't hard for Fury to adjust to the quickly moving target that was the Red Skull.

The Red Skull was hit two more times, once in the leg and once in his right side but he didn't stop charging.

"RAH!" he shouted spearing Fury across the waist. The two enemies hit the ground hard and Fury's weapon flew from his hands. He growled then hit the Skull with a right hook; his crazed enemy took the blow and then delivered his own powerful elbow to the stomach. The Infinity Formula made Fury tough and durable but the Super Soldier Formula was far superior. Fury gritted his teeth against the pain and continued to fight hitting him in the chin with a palm strike. He then lifted up his foot and kicked the Skull in the stomach knocking him off of him and back. Fury climbed to his feet just as the Red Skull recovered.

"RAHHHH!" the two enemies shouted jumping at each other.

* * *

Monica and MODOK were defending themselves against the Shield Agents when a steadily rising humming sound caught their attention. They both turned to the Gateway to see that it was starting to shake and vibrate.

"It's been activated"

"Without the Cube as a conduit for the tear it will rip a hole in our universe…possibly killing us all" said MODOK.

"We have to shut it off" said Monica running towards the computer with MODOK right behind her.

The two reached the Computer just as the loud humming grew even louder to the point where everyone in the lab stopped what they were doing and turned to the violently shaking machine.

* * *

In the center of the Gateway electricity sparked wildly and then suddenly a long jagged tear began to form from the top all the way down to the bottom.

**SCRKKKKKKKKKKKKKKK** went the loud sound of the tear forcibly pulling apart to reveal, not an alternate dimension, but the vast openness of Outer Space. Everyone stared into the tear with wonder in their eyes as the stars sparkled so brightly and colors they had never even seen before flowed across the other side.

"Beautiful" whispered Monica staring into the tear.

**BEEP! BEEEP! BEEP!** went the computer.

From the depths of space a shadowy humanoid figure appeared and rapidly drifted towards the tear. The humanoid figure came closer and closer and closer and they were able to make out a few of its features such as: the blue Mechanical armor it was wearing and some of the strange glowing symbols going down it's face, chest, legs, and arms. As the figure approached the tear it reached its right hand outward.

"CLOSE IT…..CLOSE IT NOW!" shouted MODOK. Monica snapped out of her daze and turned back to the computer, but right as she turned the figures massive blue armored right arm emerged through the tear and into the laboratory.

* * *

"WATCH OUT!" shouted Mockingbird grabbing a stunned Hawkeye by the collar and dragging him out of the way of the giant hand as it slammed down onto the ground crushing several AIM scientist in the process and rattling the whole base.

The newly engaged couple stared in awe at the arm but they turned their attention back to the Gateway as it began to creak and moan.

The tear started to push against the Gateway and suddenly it snapped apart with a loud popping sound.

**POP!**

The tear now was no longer contained by the Gateway meaning that it was openly exposed causing it grow dangerously bigger and wider. Several Massive blue fingers wedged themselves into the small tear and began to pull it apart even more allowing more of the Massive blue humanoid figure through. It made the hole wide enough for it to bring its head through followed by its other hand.

The sheer size of the being before them was enough to frightened the most seasoned of vets because never before had any of them seen anything like it before.

* * *

**Base of Gateway**

"CLOSE IT YOU COW!"

"I'M TRYING BUT I CAN"T YOU LARGE HEADED JACKASS" she yelled back to him.

"Why not?"

"Because whatever that thing is…..It's the one keeping it open"

"BAH! GET OUT OF THE WAY!" yelled MODOK pushing her to the side. He glared at the computer and fired a Psionic blast from the diamond on his forehead. The blast destroyed the computer but the tear stayed open and armored blue humanoid figure continued to claw its way out of the tear in space.

* * *

Inch by Inch it made its way out, its torso was now out fully out of the tear and it only served to add to its sheer size, the being pulled itself forward not caring about destroying several catwalks or any of the machines in its way. It pulled itself forward allowing its knees to emerge for the hole. Once its knees had cleared the threshold the blue being began to rise upwards. The tear behind him quickly pulled back together and sealed itself.

**BOOM! BANG! SREEECH!** Went the sound of its shoulder's scratching against the metal sides of the Laboratory. While the Lab was big and spacious it wasn't big enough to contain the being that emerged from the tear and it began to burst through.

* * *

**Outside- SHIELD Helicarrier**

Agent Sharon Carter sat in Director Fury's seat waiting for a response from him on how the raid of the AIM base was going but so far he hadn't responded back. At first she could hear him loud and clear but then some sort of static started to interfere with their comms system.

"Anything?" she asked out loud to the Agent standing in front of the main computer.

"No Ma'am there…."

**DEET! DEET!**

"Hold on there appears to be….."

The Agent didn't get a chance to finish as the mountain on the screen before them started shake and then it burst apart from the inside revealing a Massive Blue armored Humanoid being that stood at an imposing height. It was so tall that its head was on the eye level of the Helicarrier which was floating high in the air.

"What the F&^% is that thing" asked Sharon with her eyes wide and jaw ajar.

* * *

**Laboratory**

The Lab was completely destroyed thanks to the creature. When it burst through the mountain the debris from the hangar above collapsed downwards and crushed the people down below, A.I.M and SHIELD personnel alike.

**RUMBLE! CRASH!** Went the sound of some metal debris hitting the ground. From the debris a battered Hawkeye pulled himself free and right behind him was an equally battered Mockingbird.

The two fought their way to their feet and stared upwards.

"What the hell is that thing?" they both asked at the same time still in absolute awe.

* * *

**Nearby**

Nick Fury pushed the debris off of his body and wiped some dust from his eye, he then stared up at the Massive being and a scowled formed along his face.

"Damn it all…..what the hell has the Red Skull Unleashed?"

"Zhiz….was not my doing Fury…..zhis was all of your fault" came a voice next to him. Colonel Fury turned to see the Red Skull pushing a metal support beam off of himself and turn to face him.

"If your Agentz had not inzerfered zhis would never have happened"

"Or how about if you weren't so deranged" Fury countered pulling a piece of shrapnel out of his side.

"Vell….ve both have our theories yes"

"I don't care what that thing is…. it's going down and so are you" Colonel Fury replied standing up.

"I think not Fury…..for you zee… I have zhe COZMIC CUBE!" he shouted lifting up his right hand showing Fury the glowing blue cube still wrapped in the net but thanks to the black gloves he was wearing he didn't feel any of the shocks. Fury's eye widens and he dove at the Skull but he held up the cube and it glowed a bright blue and Colonel Fury halted in mid-air.

"HAHAHAHAHAHAHAHA!" laughed the Red Skull evilly.

* * *

**Helicarrier**

"DIRECTOR FURY WHAT ARE YOUR ORDERS!" Sharon shouted but just like before there was nothing but static. She stared at the screen and at the being debating with herself on what should she do.

'_Is that another weapon the Red Skull has created…what do I do?'_ she asked herself in her mind.

"DIRECTOR CARTER WHAT DO WE DO!" asked one of the Shield Agents on the bridge.

Agent Carter looked at the Agent and then back at the screen.

"FIRE THE CANNONS!" she shouted back at him.

"Yes Ma'am" the Agent replied.

'_God please let this be the right decision' _

* * *

The cannons on the SHIELD Helicarrier glowed a bright red again before they unleashed those powerful beams of energy again. The beams flew directly towards the towering armored figure.

* * *

**Lab- Down Below**

"Zhey tell me zhat this Cube can do anyzhing…..let's zee vhat you look like, inside out zhall ve" said the Red Skull staring directly into Nick Fury's eye. He held up the Cube but before he could do anything bright red beams of energy hit the chest of the humanoid looking being and the sound echoed loudly throughout the sky.

**KRAKOOOOOOOOOOOOOOOM!** Went the sound again.

The Red Skull turned his eyes upwards to see a Shield Helicarrier firing upon the creature but the powerful canons did nothing. The armored being didn't even flinch.

* * *

**Helicarrier**

"Damage Report" Agent Carter demanded.

"Ma'am our weapons didn't even put a dent in that thing….not even a scratch"

"What…those cannons are designed to punch a hole through a mountain and you mean to tell me"

"Nothing" The Agent replied.

Sharon turned her eyes back to the screen and stood up from the Director's chair.

'_What the hell are we dealing with'_ she thought to herself.

**DEET! DEET! DEET!**

"WE HAVE MOVEMENT!" the Agent shouted.

Agent Carter continued to stare at the screen and her eyes widen when she saw the blue armored being shift its head to look at the Helicarrier.

A very tense moment passed as Agent Carter and the rest of the Shield agents on the bridge looked at screen and they all could feel it looking back at them. The moment didn't last very long as dark blue energy started to gather around the area where the eyes would be if the armored being had any.

"EVASIVE MANUEVERS NOW!" Agent Carter yelled.

* * *

Dark blue energy rocked from the Armored Entity's head and at the Helicarrier that was attempting to turn. The helicarrier was able to turn its front end away from the beam but the tail end did not fair as well.

The dark blue energy hit the tail end of the Helicarrier engulfing if for a second before disintegrating it instantly, leaving no trace of it behind. The remaining front end of the Helicarrier caught on fire then quickly tilted downwards and started to spiral to the ground.

* * *

**Helicarrier-Bridge**

"AHHHHHHHHHHHHHHHH!" everyone on the bridge screamed as the Helicarrier spiraled downwards, the agents on board desperately tried to hold onto anything they could get their hands on. Agent Carter was holding onto the director's chair for dear life while gritting her teeth, fighting against the violent spin she reached out with her right hand and hit a button on the small control pad on the arm rest.

She turned her head to the severely cracked viewing screen to see the words: **Avengers Alerted**, right before the Helicarrier crashed and everything faded to white.

* * *

**Laboratory**

"NO!" shouted Nick Fury as he saw the Helicarrier go down.

"HAHAHAHAH!" the Red Skull laughed before turning his eyes to Fury "You zhall join them" he growled.

"I DON"T THINK SO!"

The Red Skull turned to see Hawkeye and Mockingbird limping over, Hawkeye had an arrow drawn and ready to fly.

"Put him down"

"No" The Red Skull replied quickly.

"HAWKEYE SHOOT HIM ALREADY!" roared Fury.

Hawkeye released the arrow and it sailed directly towards the Red Skull forehead. The Skull brought his hand with the Cube over and the cube glowed a brilliant blue hue and the arrow and the net covering the Cube turned to dust and blew away in the wind.

"Holy crap" said Mockingbird staring on in shock.

"HAHAHAHAHAHA!" the Red Skull laughed menacingly staring at the two and holding up the Cosmic Cube, but before he could kill the pair, a shadow formed over all of them. They all looked up to see the hand of the Blue Armored Entity hovering over them and it was glowing a dark blue color.

"MOVE!" shouted Hawkeye right as the armored being fired a beam of energy at them.

The Red Skull stared up at the hand and at the beam of energy that was heading right for him, reacting on instinct he held up the Cosmic Cube just as the beam engulfed him.

* * *

"Ooomph" grunted Nick Fury as he hit the ground; he quickly rolled out of the way of the dark blue beam of energy that was spreading outward and towards him. He rolled and rolled until his back hit the smooth surface a wall. He gritted his teeth as the beam continued on but right before it reached him it stopped inches away from disintegrating him. He was so close could feel the power radiating off of the blue energy.

"AHHHHH!" he shouted while pressing himself to the wall trying his best to keep himself away.

* * *

Across the Lab Hawkeye and Mockingbird were hard pressed to stay out of the path of the ever growing beam of energy.

"MOVE! KEEP MOVING!" Hawkeye shouted frantically while looking over his shoulder.

The duo kept running not caring about the AIM Scientist that were being disintegrated by the blast, but caring about the Shield Agents that weren't fast enough to escape.

Hawkeye kept running but he tripped over a piece of debris and he went tumbling to the ground. Mockingbird heard him fall and stopped and turned.

"GO!" he shouted.

"Like hell" she replied running back to him and grabbing him by the shoulder to help him up.

The beam of energy came closer and closer to them and the two closed their eyes preparing for death but the beam of energy stopped inches away from them as well. They opened their eyes and scooted back away from the attack.

* * *

**Beam of Energy**

The Red Skull gritted his teeth as he stood his ground within the powerful beam of energy. He could feel the immense pressure the attack was giving off and he could feel the heat but he wasn't feeling any pain. The villain cracked open his eyes and he looked at the dark blue energy around him, the Cosmic Cube was absorbing the energy which was why he wasn't being harmed, but the immense pressure kept pounding on him and he had to drop to a knee.

"STOP!" he roared at the top of his lungs. The Cosmic Cube crackled with a vibrant light blue color and the beam of energy immediately came to a stop. The Red Skull took a few deep breathes before he looked around. The area around him was completely incinerated leaving an almost 20 foot chasm; he himself was standing on a skinny piece of land that threatened to fall over at any point. He looked at the Cosmic Cube and then at the armored being towering over him.

'_Did….did it hear me?_' he asked himself still staring upwards. He raised the Cosmic Cube up a bit and he swallowed hard.

"Raise your foot" he commanded.

The Cosmic Cube crackled with blue energy and the armored being lifted its foot. A devious and evil grin formed along the skull's mouth as he saw the creature raise its foot.

"HAHAHAHAHAHA!" he laughed evilly looking between the Cube and his new enforcer of sorts. The Red Skull looked at the Cosmic Cube again and gripped it tightly.

"Get us out of here"

Vibrant light blue energy swirled around the Red Skull before he vanished without a trace, the towering armored blue entity glowed blue and then vanished as well.

* * *

Colonel Fury picked himself off the ground and hugged himself to the wall so he wouldn't fall into the giant chasm that was inches away from him. He looked between the spot were the Red Skull used to occupy and where the mysterious giant humanoid figure used to be and he let out sigh of frustration.

"F***" he said out loud.

* * *

Standing safely away from the action that had transpired was MODOK and Monica Rappiccini.

"Did you gather enough information?" asked MODOK turning to her.

"I did, but let's see what else is going to happen before we make our final decision"

"Let's get out of here" he said.

"Agreed….Site B should be sufficient to monitor what happens next" she replied swiftly turning around and heading for a secret passage way. MODOK looked over the destroyed lab one more time before he too turned and floated away.

* * *

**Greenland**

**FWASH!**

The Red Skull appeared in the middle of an open field and as far as the eye could see was the powdery white snow. He looked down at the Cube and he smiled.

**FWASH!**

The Red Skull turned around to see the blue armored humanoid entity standing stoically behind him.

"Vhat are you?" he asked out loud, but he didn't receive an answer, "SPEAK!" he shouted holding the Cosmic Cube up. The Cube crackled with energy before the humanoid figure turned its head towards him.

"**BWRHHHHHHHHHHHHHH! BWRHHHHHHHHHHHH!" **

"AHHHHHHH!" Red Skull screamed grabbing his ears in pain. The beings' voice was loud and strange. It was a mixture of a high sonic pitch and a thousand cats scratch a chalkboard.

"**BWRHHHHHHHHHH! BWRHHHHHHHHHH!**

"AHHHHH! STOP!" he screamed gripping the Cube.

The figure stopped talking but continued to stare down at the Red Skull.

"IN A LANGUAGE I UNDERSTAND! VHAT ARE YOU!"

The armored being studied him for a long minute before coherent words boomed through the morning air.

"**Beginning….End. Anomaly. Universe. Shaper. Shifter. Destroyer. Celestial." **Came the booming mechanical response.

"Celeztial" The Red Skull repeated, "Vhere did you come from"

The Celestial….the **Blue Celestial**, raised its giant hand and pointed upwards towards the skies.

"**Beyond. Universe." **

"How powerful are you?"

"**Celestial. Powers. Divine. Omnipotent. All Powerful" **

The Red Skull heard the words all powerful and a smile found its way to his lips again, not only was he in possession of the Cosmic Cube but he was in control of his own All Powerful Celestial.

He held up the Cube that crackled with cosmic energy.

"Pick me up" he commanded.

The Blue Celestial opened its hand and slowly lowered it to the ground. The Red Skull disappeared in a flash and appeared in the Celestials' open hand, once he was there the Celestial raised its hand to its face.

"Lizen to me I am your Mazster zhe Red Skull. You zhall obey me and only me….REPEAT!"

The Blue Celestial looked at the Red Skull but more importantly it looked at the sparkling Cosmic Cube.

"**You. Red Skull. Master. Celestial. Obey" **

"Good. HAHAHA, very good my Celeztial, now zhat ve understand each ozher let us go and make zhe vorld in my image." He started before turning his eyes away from the Blue Celestial and to the vibrantly glowing Cosmic Cube "And if anyone opposes me. I zhall unleash hell upon zhem. HAHAHAHHAHAHAHAHAHAHA!"

* * *

**End Chapter: Read and Review: Hey Readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the first part to the next TSA: Marvel Universe EVENT! This was part 1 and as you read the Red Skull is now all powerful, between the Cosmic Cube and his very own Celestial our heroes will be hard pressed to stop the insane villain, but what are his plans and how will he make the world bow before him, well my loyal readers you'll have to tune into part which is right around the corner. I know there was no Spider-Man in this chapter but not to worry he's in the next part, oh and before I forget, I know you readers out there are very smart people so you know everywhere there is a Z in the Red Skull's dialogue just replace it with the right letter in your mind. I know you all know that that adding the Z kinda gives him something similar to a German accent at least that's what I've been going on and again I know you readers know this unofficially but a friend of mine who glanced over the chapter before all of you pointed out that maybe some people might not know, and just might think that I can't spell and usually once I have an idea like that in my head it won't go away until I make it clear, and make it official. Anyway I'm rambling again like I tend to do sometimes. I hope you all enjoyed the chapter and I hope that it was epic like I promised and if it wasn't epic enough then just wait until the next chapter. As the world faces a Cosmic Cube wielding and Celestial commanding Red Skull. Again review and let me know what you thought of the chapter and this is Nomad88 saying Later…..**

**Ps: No Batman Beyond and Secret Warrior Spider-man this week and again I'm sorry for that if you want to yell at me or rant just send me a PM message and I'll get back to you. This is me saying Later…**

**Next up: The Red Skull Unleashed part 2**


	60. The Red Skull Unleashed part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers, here I am back with another chapter for you. Now you readers already know we're in the middle of an EPIC EVENT! Part 1 was of course the set up and hopefully it set up the event nicely. Now it's time to get into the meat of the story and even more action as Spider-Man, the Avengers, and the other heroes learn of the Red Skull's recent power upgrade. So enough of me talking but before I go as usual I just want to say READ, REVIEW (A writer's main source of Motivation) and of course ENJOY!**

* * *

**Chapter 52: Red Skull Unleashed part 2**

**Avengers Mansion- Pool **

Agent Maria Hill shifted uncomfortably in the wooden pool chair that she was currently sitting in, she was wearing a black bikini and black shades to cover her eyes. Under orders form Colonel Fury she was supposed to be relaxing and taking it easy because of her recent injury at the hands of the Chameleon. However no matter how much she tried to relax her mind kept replaying the fight over and over again and she couldn't believe how he easily beat her and then stabbed her in the stomach with her own knife nonetheless. Maria leaned up a bit and glanced at her stomach to see a long scar that was beginning to fading slightly. It would be a few more weeks before it was completely gone; at least that's what the doctors at SHIELD told her.

'_Way to not screw up Maria'_ she thought to herself before dropping her head back onto the chair and shifting in her seat again.

"Will you please just pick a spot and relax" came the exasperated sigh of Janet Pym aka the Wasp. She was sitting in a pool chair next to the uncomfortable Agent and she was wearing a yellow bikini, yellow shades and happily sipping on a pina colada.

"I'm trying to relax…but I can't because I feel stupid" Maria replied turning to the right.

Janet put her drink in the drink holder and reached up and pulled her shades down a little bit so she could look at her companion.

"What. Stupid, how can you feel stupid, you're staying at one of the most luxurious mansions in the city, you're basking in the sun by the pool on a beautiful sunny day and you're wearing the hell out of that bikini you should feel far from stupid. You should feel at ease….you should feel happy. Lord knows I do" she replied.

"Happy, Wasp all of those things you just rattled off is meaningless to me okay. The only thing that would make me happy is if I was at my post on the Helicarrier doing actual good but no, I'm stuck here…babysitting you people" Maria said folding her arms across her chest.

Janet replaced her shades on her eyes and let out a sigh.

"You know something Maria, when you say things like that it really makes it hard for me to be your friend and by the way when we're not on mission it's just Janet not Wasp"

Maria eyed Janet for a second before releasing a sigh and holding her head down, she realized what she said might've been a bit callous and un-friendly.

"Wasp….Janet, look….. I didn't mean it like that"

"Yeah you did"

"Okay fine, I did mean it, but I didn't mean for it to come out like that okay. I'm just…going through a tough time; I botched the last mission…"

"Yeah I know all about" she said quickly.

"You do?" Maria questioned

"I uh….I kinda sorta eavesdropped on you and Carol talking when you first got here" Janet answered sheepishly. Maria scowled at her slightly.

"I don't like being spied on"

"Which is very funny seeing as how you're a spy. Look I don't blame you for going after the Chameleon and I'm sorry you got injured but you'll get another shot at him. Just don't dwell on your mistake learn from it and move on." said Janet picking up her drink and taking a sip.

Maria didn't respond but she did listen.

"Maria you need to lighten up a bit and also, you shouldn't really see '_babysitting us'_ as a curse but as a silver lining"

"Why a silver lining?" she asked.

"Well let's just say you weren't the only conversation I eavesdropped on" Janet whispered, "Get this, I was flying past the rec room and I over heard Tony and Steve talking and guess what, one of them has the hots for you"

"What, wh…." She started before Janet interrupted her.

"It was Tony"

"Stark?"

"Yep, you lucky girl you" Janet said with a smile.

"How am I lucky? Doesn't he have the hots for any woman with a pulse?"

"True"

"And besides Stark isn't exactly my…..type" Maria added scrunching her face up at the thought of dating someone like Tony.

"Uh…. handsome, insanely rich, genius inventor and world renowned hero"

"Try arrogant jackass" Maria corrected, "I would never date someone like him"

"Who said anything about dating?" Janet asked with a smirk while sipping her drink.

Maria rolled her eyes and turned away from Janet.

"Janet it's never a good idea to mix work with pleasure" Maria replied

"Oh whatever that's a bunch of crap, look at Sharon and Steve. And you're telling me that if Tony came up to you right now and said let's get it on you wouldn't"

"No, I wouldn't"

Janet opened her mouth but a shadow passed across the two and both looked up to see Thor pass over head and descend towards the Mansion.

"What about Thor?" Janet asked sipping her drink with a smirk.

"….….okay maybe Thor" Maria replied.

The two women looked at each other before sharing a laugh.

* * *

**Avengers Mansion- Rec Room**

Tony Stark stood at the bar looking through window while sipping on a stiff drink, he was staring at the pool specifically he was looking at the two women relaxing by the pool.

"Wow, Maria is wearing the hell out of that bikini, and so is Janet. Pym is one lucky bastard…..right Steve….Steve"

Tony turned around to see that he was alone at the bar, he looked over and he saw his friend standing in front of the flat screen television watching the news. Tony took another sip of his drink before he walked over to the living legend Captain America aka Steve Rogers.

* * *

"Still fascinated by Flat screen TV's?" asked Tony with humor evident in his voice. It had been about a year and a half since Steve Rogers had been thawed from the ice and brought into the modern world. To his credit he adjusted rather quickly but there were still a few things that were new to him that he was having some trouble adjusting to, but it wasn't the flat screen TV.

"Very funny Tony but no….look at what's happening on the news" Steve replied pointing to the television.

Tony turned his eyes to TV.

"Computer Volume"

* * *

**TV**

"_The Anti-Mutant Hysteria has grown to new heights as more and more protestors start to gather around the 5 boroughs of this great city as you can see on your screen now._

* * *

"_THESE FREAKS COULD BE ANYWHERE I SAY WE HUNT EM ALL DOWN!" _

"_YEAH!" _

"_YEAH!" _

"_DOWN WITH MUTANTS! DOWN WITH MUTANTS!" _

* * *

"_But ladies and gentlemen it is not just in New York that the anti-mutant hysteria is raging on but in all of the major cities around the US. If you look on your screen you can see video feeds from Houston, Las Vegas, Atlanta, Seattle, and L.A. There was a recent poll conducted and since the reveal of mutants the support for Senator Kelly has skyrocketed and not only has he gained support from the general public but also powerful business men such as Graydon Creed. _

* * *

_Graydon: If you ask me these mutant-freaks are abominations lurking in the shadows ready to pounce upon us humans at the drop of hat. I agree with Senator Kelly's idea of creating a Mutant Registration Act that demands every mutant to turn themselves over to the government so they can asses the nature of their abilities. My fellow humans these are interesting and dangerous times we are living in which is why I have started a support group of sorts and I'm calling it the Friends of Humanity…"_

* * *

**Avengers Mansion- Rec Room**

"I can't watch anymore of this" stated Steve turning away from the screen.

"Mute" said Tony and the TV instantly muted itself in the middle of Graydon's speech, the genius billionaire took a sip of his drink and sat down on the arm of the couch and stared at his friend.

"I wish that man would just shut up, he and Senator Kelly" said Steve folding his arms across his chest.

"And here I thought Captain America defended the rights of the people such as: Freedom of Speech" commented Tony

"Yes, every person does have a right to say what's on their mind and to express their opinion freely but, what this Graydon Creed, Senator Kelly, and the Anti-Mutant protestors are doing is stirring up hate and mistrust"

"There's the rub of Free Speech" Tony said sipping his drink again, "People are free say whatever the hell they want without fear of consequences, unless of course you count bad publicity as a consequence….Lord knows I've had my fair share, but you have to admit though what Creed said was true, we are living in interesting and dangerous times"

"You don't have to tell me that. Since I've been reintroduced to the new decade the only thing I see is that the world is a powder keg of anger with no end in sight"

Tony finished off his drink and he continued to look a Steve who had a serious look on his face.

"What do you think about this proposed Mutant Registration Act Tony?" Steve asked. Tony got up off the couch and headed back to the bar.

"I'm on the fence about it to tell you the truth. What about you?"

"I'm against it, no one, human or mutant should be forced to register themselves like this bill is suggesting"

"Okay, that's a valid point but on the other side of that, mutants are popping up everyday. Wasn't it just a week ago we were fighting Magneto who coincidentally is a mutant"

"Yes and?"

"And the only reason why were able to beat him or at least stop his plan was because the government had a file on him…we knew his abilities and what he was capable of, so maybe the Registration isn't as bad as you think"

"It is Tony. This Act is not based on the reason you just gave, it's based on fear and hate, anything based on fear and hate won't turn out well….trust me"

Tony let out a sigh and grabbed a bottle of vodka before pouring himself a drink and turning back to Steve.

"Look Steve you're probably right okay, so can we just drop this depressing conversation and move onto more pressing matters. Did you see how sexy Maria and Janet looked I mean…."

"Tony I'm trying to have a serious conversation here" said Steve

Tony let out another sigh and took a long sip of his drink.

"Yeah I know, but why Steve, this doesn't even concern us. This is a problem for the government"

"We work for the government Tony"

"Wrong…you and the Shield Agents work for the government, the rest of us are independents" Tony corrected. Steve released another sigh before he looked directly into Tony's eyes.

"You might be an independent now Tony but sooner or later all of us will get pulled into this we'll all have to make a choice, either you're with it or against it"

"Well Steve my friend let's hope it'll never come to that. In the mean time though, I'll say a prayer and drink to peace" he said holding up his drink and then taking another long sip.

**CLINK! CLINK! CLINK **

Steve and Tony turned to the sound to see Thor entering the rec room.

"Ah greeting my brothers in arms. How are thee on this glorious morning?" asked Thor.

"Thor just the guy I wanted to see, I've been meaning to ask you something?"

"Ask away Man of Iron" Thor responded.

"It's Iron Man and that's only when I'm in the suit, call me Tony. I was wondering how beautiful are the women back in Asgard"

Steve tuned out the conversation; he shook his head at Tony's blasé and carefree attitude, he didn't see the threat that this Mutant Registration Act posed. He turned away from his teammates and turned his eyes back to the muted TV that was still showing more Anti-Mutant protestors.

'_What is the world coming to?'_ he asked himself leaning against the bar counter and crossing his arms across his chest.

* * *

**Avenger's Mansion- Dr. Banner's Room**

Bruce Banner sat Indian style on the floor in his room with several scented candles surrounding him. The candles burned releasing a sweet and calming scent into the room, Bruce breathed in the scent slowly and a smile made its way to his face as he felt calm, cool and collected.

"I am in control, I am in control" he repeated in a slow and steady mantra like tone. Bruce opened his eyes and sitting in front of him also in Indian style was his alter ego: The Incredible Hulk who was looking at him with an angry scowl on his emerald green face.

"I am in control"

"Don't bet on in Banner" The Incredible Hulk rasped out.

"I am in control"

"Keep telling yourself that but you and I both know…."

"I am in control"

"Whose really in control" the Hulk.

"I am in control" Bruce kept repeating over and over again.

* * *

**Avengers Mansion- Lower Levels- Training Room**

"Okay Carol one more time" came the calm voice of Hank Pym aka Giant Man. He was standing next to a square machine that had a big red pad in the center of it. The machine looked like something used for working out but in reality it was a machine that he created to gage pressure. The reason why Hank had built the machine was because he wanted to get a reading on how much pressure was being exerted in a single punch. So far he had gotten readings on Thor, Janet, Steve, Tony in his Iron Man suit, his own, and he would've gotten the Hulk's but he didn't really need to seeing as how the Hulk is strong enough to shatter a mountain, he could mathematically figure that on his own, but now it was time to figure out their newest members strength level or at least new in the sense that she has super strength. Standing in front of the pressure gauge was Agent Carol Danvers aka **Warbird**.

During the Kree-Skrull War when Mar-Vell tried to protect her from a blast from Ronan the Accuser's hammer he wasn't able to protect her fully and she received a heavy dose of Cosmic Radiation and electrical energy from his Kree advanced suit. The end result she discovered was that she now possessed strange abilities such as: Super Strength, speed, increased stamina, invulnerability and not only could she fire powerful photon energy from her hands she also had the ability to absorb energy as well, but despite all of those abilities her favorite was the ability of self-propelled flight. She could fly and she had been making frequent use of that ability as of late. While the Kree-Skrull War had left her with powers she had still lost what she considered the love of her life and there wasn't a day that went by that she didn't think about him in some form or fashion, especially on her long early morning flights through the air.

"Hank come on, really, again?" sigh Carol putting her hands on her hips.

"I just want to be thorough"

"Fine, but this is it" she replied getting into a boxer's stance. Carol focused on the red pad and waited for the signal.

Hank looked down at the computer pad in his hands and then back up at Carol.

"Begin"

Carol narrowed her eyes and lashed out with a powerful punch that hit the pad dead in the center. The machine groaned under the pressure and the computer pad in Hank's hand lit up like a Christmas tree. He smiled to himself and then quickly pressed the upload button at the bottom of the screen.

"Perfect thank you for cooperation" he said to her, pressing a few more buttons on his computer pad.

"No Problem, but I have to ask, why are you doing this?"

"You know something Carol I think you're the first person to ask me that and as a reward I'm going to show you" he replied with a large smile. Hank turned to the entrance of the Training Room and he typed in a few more keys on the pad and he waited.

Carol looked at him strangely before turning to the entrance.

**CLUNK! CLUNK! CLUNK! CLUNK! **

Carol's eyes widen as she saw what looked like a robot entering the lab and walking towards them.

"What the hell is that?"

"Carol, I'd like to introduce you to **Ultron**" Hank said proudly, "Ultron say hello to Agent Danvers"

"Good Morning Agent Danvers" Ultron replied in his mechanical computerized voice.

"Uh Fury know about this?"

"No not yet, and I'm hoping we can keep this a secret. So far only you, Janet and Tony know about him. Ultron is my best kept secret, he's going to help me save the world"

"Save the world huh, how"

"Ultron is the next step in technology. He is the ultimate helper, assistant, enforcer, technician, doctor, spy, Avenger you name and Ultron can do it. The reason though why I wanted to gauge your punch along with everyone else is so that Ultron can have a base understanding of what to do in certain situations"

"Situations like what?"

"Well like I said Ultron is designed to be a little of everything. One of my visions is to have Ultron helping out the police force. He needs to know how to deal with those people that do not want to go to jail and those resisting arrest. Ultron himself is already strong but he needs to know how strong he needs to be. If he's dealing with a normal human he needs to adjust his strength to Janet's level of strength or mine, another example is if he's dealing with a villain on Hulk's level he can toggle to someone of your strength output….understand"

"Yeah" she replied.

Carol eyed the robot warily, she looked it up and down and to her surprise it was looking her up and down as well.

"Uh that sounds great and all but….I don't like Robots"

"Why?" asked Hank.

"Well I haven't been able to watch many movies of late, what with my job at Shield and being an Avenger, but I do remember a movie called the Terminator and this.." she said pointing at Ultron "Has skynet written all over it"

"HAHAHAHAHA! That's funny Carol but no, Ultron can never harm a human in that capacity, I designed him that way. I designed all of them that way" he replied looking down at his computer pad.

"Them?" she questioned turning to him.

"Yes, all 100 Ultron Units" he replied nonchalantly

"YOU MADE A HUNDRED OF THESE THINGS!" Carol shouted in shock.

"Well Yes"

**BRNNNNNNNNNNNNNNN BRNNNNNNNNNNNNN BRNNNNNNNNNNNN**

"That's the Avengers Alert system, let's go Hank" said Carol running towards the exit.

Hank looked down at his computer pad and he typed a few commands.

"Ultron stay here and practice toggling through your new strength meters okay. I'll be back as soon as I can"

"Yes Dr. Pym" Ultron replied.

Hank set the pad down on the floor and he ran out of the training room.

* * *

**Avengers- War Room**

Carol and Hank were the first two to arrive in the war room; they ran to the large circular sophisticated metal table in room. On the table there was the Avengers Symbol and it was beeping rapidly and loudly.

Carol touched the symbol making it glow before holographic image of the world appeared over table.

"What's the situation?" came the voice of Steve Rogers.

Carol and Hank turned to see the rest of the Avengers team rushing into the War Room.

"I don't know yet" She replied turning back to the map of the world. There was a rapidly blinking red dot in the Alps. Carol reached up and touched the blinking dot allowing the map to zoom into the location.

"Sensors are picking up a distress call from a Shield Helicarrier in the Alps" she said. Hank stepped up beside her and looked at the information given.

"A War class Helicarrier from the looks of it, with the serial number of: 75BA2345"

"Colonel Fury" Carol and Maria said at the same time staring at the number.

"That's the Helicarrier that Director Fury uses all of the time" said Maria

"Does it say what caused the Helicarrier to go down?" asked Tony

"No, but it must be something bad because that Helicarrier is built to withstand the most powerful of attacks" Maria responded.

"Avengers Suit up, we got the call so we're going" said Steve firmly. All of the Avengers wasted no time suiting up and heading for the Quinjet.

* * *

**Greenland**

The Red Skull stood within the Blue Celestial's hand still staring at the Cosmic Cube. So many ideas and plans were running through his crazed mind that he didn't' know where to start. There were so many people he wanted to kill, so many people he wanted hurt but there was no one on the planet that he wanted to do both things to more than his arch nemesis Captain America. At the thought of his enemy the Red Skull gripped the cube tightly and gritted his teeth.

"I could juzt vish him here and kill him, but zhat vould be too eazy….too eazy, too quick. Zhe Captain muzt zuffer for his inzolence, and I know juzt how to do it. I vill destroy his beloved America and I vant him to be in zhe audience HAHAHAHA!" he laughed evilly before turning to the Blue Celestial.

"Take me to Vashington D.C."

The Blue Celestial stared at the Cosmic Cube for a second before raising its head and then looking to the left and to the right. Its head stopped in the due-south direction, the Blue Celestial glowed blue for a long second.

'_Ezellent…zhe Capital of America, zhe Captain and his Avenger friendz vill come running and zhen zhey vill fall to zhe MIGHT OF ZHE RED SKULL' _he thought to himself right as he vanished in a swirl of blue.

* * *

**Alps**

"On a scale of 1-10 with 10 being the worst. How completely screwed are we?" asked Hawkeye who was leaning on Mockingbird for support because of his sprained his ankle.

"Well Clint, we are currently running about a 20" Mockingbird replied.

"That's what I figured"

"HURRY UP!" Colonel Fury called over his shoulder. Currently he, Mockingbird, and Colonel Fury were working there way down the snowy mountain and to the crash site where the Helicarrier went down. They knew they were going in the right direction because of the trail of smoke and uprooted trees.

"Going as fast as we can" Hawkeye replied under his breath "He is definitely off the list for best man"

"If we don't figure out a way to stop the Red Skull there isn't going be a wedding, and I don't want a big wedding either"

"Thank God, because neither do I"

"THERE IT IS!" shouted Colonel Fury coming to a stop.

The three spies stood on a small cliff and down below laid the remains of the Helicarrier, from their position they could see burning metal and bloody bodies sprawled out in the snow.

Colonel Fury steeled himself and pursed his lips in a straight line.

"Come on" he stated turning the left.

* * *

**Down Below**

"CARTER!" Colonel Fury shouted at the top of his lungs while running through the snow. The colonel reached the crash site and he stopped for a second as he came across an overturned SHIELD Agent. He bent down and rolled the agent over but sadly he was dead, half of his face was burnt off. Colonel Fury closed his eye for a second before he opened it again.

"Rest easy soldier" he whispered.

**BANG! CRASH!**

Colonel Fury's head snapped up at the sound, he squinted his eye and he saw Agent Sharon Carter limping around the corner of the Helicarrier remains. She was using a broken tree branch as a cane of sorts. She looked worse for wear with a makeshift splint on her left leg, blood soaked bandages around her waist, right arm and forehead.

"Over here Director" she said seeing him. The Colonel stood up and he hurried over to her.

"Survivors"

"About 11 survivors myself included everyone else….." she started before hanging her head and shaking her head, "Sir this is my fault if hadn't…"

"Stop, this is isn't your fault it's the Red Skull's and that's the last I want to hear of it. Where are the survivors?"

"Behind me, on the other side of the helicarrier"

"Any communication equipment still working?" he asked.

"Negative sir, but before we crashed I was able to….." Agent Carter started before they heard the unmistakable sound of a jet engine, followed by the wind and snow picking up slightly. Fury, Sharon, Hawkeye and Mockingbird looked up to see the Avenger's Quinjet arriving on the scene.

"I was able to get a call off to the Avengers"

"Hooray…back up" said Hawkeye staring up at the Quinjet that was coming in for a landing.

* * *

**Washington D.C. **

"And that kids is the Washington Monument dedicated to this country's first President General George Washington"

A teacher was standing in front of the Washington Monument teaching a 7th grade class that was on a field trip. The Teacher sighed to himself because he could see the bored expressions on their faces. He rolled his eyes and pointed to the Monument again.

"Come on students this is history here"

"I thought this trip was going to be fun Mr. McPhillan" came the bored response of one of the students.

"Well then what you call this then…"

"I call it bor…."

**FWASSSSSSSSSH! **

The 7th graders stared up at the Monument in shock, the teacher looked at their faces and he turned around.

"Good Lord" he whispered.

The Blue Celestial had appeared a few inches behind the Monument looking imposing as ever.

"Awesome!" exclaimed the 7th grader.

* * *

**HONK! CRASH! **

Everyone in the area came to halt, everyone immediately dropped whatever it was that they were doing and they stared at the Blue Celestial in a mixture of shock and awe. People stepped out of their cars; some stepped out of their buildings while others ran to the roof.

"God in heaven" a woman standing on her roof whispered.

* * *

A few tense moments passed before the Blue Celestial raised its right hand and then unleashed a dark blue blast that blew the Washington Monument to pieces blowing chunks of it everywhere.

"AHHHHHHHHHHH RUN!" the people down below shouted in panic.

* * *

**Up Above **

"HAHAHAHAHAHA!" the Red Skull cackled manically from the Blue Celestial's palm, "RUN! ALL OF YOU RUN! HAHAHAHA! ZHAT'S IT MY CELEZTIAL KILL ZHEM! KILL ZHEM ALL!"

The Blue Celestial fired off several blast of dark blue energy that hit and devastated the entire area. Buildings blast to smithereens tossing people every which way. The people down below doing their best to dodge the debris but failing miserably.

A group of people were trying to run away when the dark blue energy passed over them and disintegrated them instantly leaving nothing behind.

* * *

**White House**

"MR. PRESIDENT!" shouted several secret service men running into the oval office, but the President was already aware. He stood at his window with the shades pulled up staring across the way at the giant Celestial.

"MOBILIZE EVERYONE! AND GET THE AVENGERS OVER HERE NOW! Christ in Heaven"

* * *

**Alps**

Iron Man landed on the ground next to the Quinjet and in his possession he had Sin, Crossbones, and The Taskmaster. He tossed them to the ground which earned several groans of pain.

"Iron bastard" Taskmaster growled in pain, his costume was torn in several places and he had burns, cuts and lacerations adorning his body and the same could be said for Crossbones and Sin because they were sporting their own injuries.

"Shut up" Iron Man responded, "Look who I found trying to escape"

"Secure them" came the voice Agent Sharon Carter.

A few of the remaining Shield agents walked over to the three flunkies and trained their weapons upon them. Hawkeye who had his ankle tightly wrapped walked over and pulled out an arrow and strung it up in his bow.

"I should shoot the three of you just on GP, helping that maniac" he growled.

"Easy there Robin Hood we still have to question these guys"

"Thank you for the spy lesson Astro Boy but I think I got this" Hawkeye replied.

"IRON MAN!"

Iron Man looked up to see Agent Hill waving him over, he wasted no time in walking over to her and she then led him into the Quinjet.

* * *

**Quinjet**

"Alright so what's going on?" Iron Man asked.

"We're about to find out" Warbird replied. Warbird's Avenger outfit consisted of a form fitting black and gray bodysuit, with black gloves on her hands and a black domino mask to cover her eyes. The Avengers, Mockingbird, and Colonel Fury were in the Quinjet looking at the viewing screen that was replaying the footage from Mockingbird's contact lenses. Mockingbird fast forwards the footage to Monica explaining the Cosmic Cube. The Avengers all reacted the same but none were more shocked and angry than Captain America, the Red Skull has once again found a means to ultimate power. Steve gritted his teeth in anger as his eyes focused on his smiling face. A hand found its way to his shoulder and he glanced to the left to see Sharon. The two shared a look before turning back to the screen but there eyes widen as they saw the rip in the Gateway and the Blue Celestial clawing it's way through.

"Dear Lord" Bruce whispered leaning closer to the screen "What the hell is that?"

Mockingbird paused the video and turned to him.

"We don't know, but it's damn powerful and now under the control of the Red Skull thanks to that damn Cube" she said.

"I know what the beast is?" came the low voice of Thor. Everyone in the quinjet turned to him waiting for an answer. The God of Thunder raised his head to his allies and he gave them a steely look, "It is a Celestial….I recognize the markings"

"What the hell is a Celestial?" Maria asked.

"A World Shaper. A God" he replied.

"A God. You mean like you?" Janet asked.

"No maiden Wasp, not like I." He replied in a low tone. The Avengers looked at Thor and they saw the look in his eyes but before anyone could ask him why he was so spooked a rapid beeping caught their attention.

"We're being called" said Hank leaning towards the control and flipping a switch.

"AVENGERS! THE CAPTIAL IS UNDER ATTACK! THIS GIANT BLUE THING SHOWED UP AND STARTED KILLING PEOPLE! THE PRESIDENT ORDER EVERYONE MOBILIZED! WE…."

The video feed was suddenly cut.

"DIRECTOR FURY!" came a yell.

Everyone turned to the Quinjuet entrance and rushed to the outside. Colonel Fury reached the outside just in time to see Sin, Crossbones, and Taskmaster vanish in a swirl of blue.

"DAMN IT!" he growled before turning to the Avengers "We have to stop this insane son of a bitch"

"How?" asked Janet looking at her teammates and then back to Fury "He has the Cube which allows him to do anything and he's commanding a God. How the hell do stop him"

"We get the Cube from him" stated Captain America seriously, "Iron Man, Thor, Warbird and Giant Man. You four fly ahead of us and get back to the states and protect the President and if you can get that Cube away from the Red Skull do it. Thor you've fought this Celestial thing before so you'll take point against it"

"Nay Captain America, I've never battled a Celestial but my father Odin has, I've read the tales of his battle in the Book of Odin"

"Well how did he beat it?" asked Iron Man.

"He did not; it was one of the few battles he has lost"

"Great" Iron Man replied.

"Well stall it until we can catch up and stop the Red Skull" Captain America replied

"Aye, that I can do"

"Good now all of you get going" he said.

Iron Man's boots activated and he took to the sky, Thor winded his arm and threw his hammer and thanks to the strap on his hand he was pulled along sailing quickly after Iron Man.

"Be careful" said Wasp to husband giving him a quick kiss. Hank quickly shrunk down to ant size and grabbed onto Warbird's shoulder.

"Hold on tight Hank" she said before she too took the sky after her teammates.

"I think I know how to handle the Cube and the Celestial" said Fury suddenly catching everyone off guard.

"How?" asked Captain America.

"We'll need help from some people who are experts on all things Cosmic….The Fantastic Four." answered Fury, "LISTEN UP! EVERYONE ON BOARD THE QUINJET!" he shouted.

The reaming Avengers and Shield Agents quickly got aboard the Quinjet.

* * *

**Washington D.C. **

Absolute destruction was everywhere, buildings were there one second and the next they were gone, people running scared, Police trying to evacuate the city but failing and it was all thanks to the imposing Blue Celestial.

The Blue Celestial released another blast of energy causing even more mayhem before it lowered its hand. The Red Skull looked at the ravished area with glee in his eyes to which he then turned to the last remaining building: The White House. He could see Military tanks, vehicles and soldiers already lining up to make their final stand.

"Fight all you like it von't do you any good" he said.

**FWASH!**

The Red Skull turned to see his daughter; Crossbones and the Taskmaster appear behind him.

"Good you are all here" he said turning to them fully.

"Holy hell" whispered the Taskmaster as he saw the completely leveled area; he walked to the edge of the Blue Celestials hands and stared at the chaos.

"Glorious isn't it and zhis iz only zhe beginning" said the Red Skull.

"Daddy what is this thing?" asked Sin looking at the Blue Celestial.

"It iz a God zhat is under meine control Sin, but zhat is the leazt of your vorries" he said.

Sin, Crossbones and the Taskmaster turned to him.

"What should we be worried about?" asked Crossbones.

"Why zerving me of course. HAHAHAHAHA" he laughed holding up the Cosmic Cube. The Cube crackled with vibrant blue energy before three thick beams of energy rocketed from the cube and hit the three villains head on.

"AHHHHHHHHHH!" all three of them shouted in pain.

* * *

**White House Gates**

In front of the White House gates was the U.S. Army. Once they had gotten the call to mobilize it didn't take them long to reach the front of the White House. They had pulled out all of the stops: Tanks, Hulk buster robots, etc... Men and Women dressed in army gear had their weapons out and trained on the Blue Celestial but the mere sight of it sent shivers through their spines.

**SCREEECH!** Went the sound of a Military Jeep arriving on the scene, the doors opened and General Thunderbolt Ross stepped. The hardened General looked at the Celestial and the destruction it had caused and he gritted his teeth. He grabbed his radio from his belt and brought it to his lips.

"WHERE THE HELL ARE MY JETS WHY AREN"T YOU SHOOTING THAT THING DOWN!"

**KCHHHH**

"Sir F 16's inbound"

"FIRE EVERYTHING BRING THAT SON OF A BITCH DOWN!" shouted the General looking towards the sky. In the distance he could see the F 16 fighter jets flying onto the scene.

**FWASH!** Came a loud sound.

General Ross turned his eyes back to the front to see the Red Skull, Sin, Crossbones, and the Taskmaster standing there.

"Red Skull" he growled.

"General" the Skull replied with a smile on his face "Kill Zhem"

Sin, Crossbones and the Taskmaster charged forward.

The soldiers opened fire but to their surprise their bullets bounced off all three of them.

"SORRY BOYS ONLY ONES DYING TODAY ARE YOU!" shouted Sin as she held up her hand and unleashed powerful beam of red energy from her hands. The beam ripped through the soliders in front of her and made one of the military jeeps explode in a shower of metal. Sin laughed manically while she held up her hands making them glow again. She turned to the right and eyed the soldiers who had managed to escape her initial strike and she ran towards them.

* * *

Crossbones made a mad dash towards the Hulk Buster robots that were standing towards the back of the Military line.

The Hulk busters followed his beeline and they immediately opened fire. Their powerful bullets ricochet off of his body. The burly man raised his head and fired a beam of red energy from his eyes that sliced off one of the Hulk buster's arms. Crossbones leapt off of the ground and he rammed his shoulder into the chest of the Hulk buster knocking it down in the process.

Crossbones jammed his fingers towards the head of the Hulk Buster he was on top of and he ripped it off and tossed it at another Hulk Buster.

Crossbones peered down at the frightened solider and he smiled a sadistic smile.

"Hiyah" he said before his eyes glowed and he unleashed another blast.

* * *

The Taskmaster engaged the soldiers in hand to hand combat, he focused and then threw out a kick that nailed a soldier in the stomach but once the attack landed the soldier suddenly caught on fire and began to burn.

"AHHHHH!" he screamed in pain, but his cries fell upon deaf ears. The Taskmaster jumped in the air and knocked the gun away of the next soldier and then grabbed him by the front of his shirt and pulled him close. The Taskmaster opened his mouth and blue fire erupted from his lips and consumed the soldier burning him to ashes.

The remaining soldiers stopped in their tracks and looked upon the Taskmaster who slowed turned towards them.

"Running would be a good idea" he said menacingly to them, but to his slight surprise the soldiers raised their weapons and fired at him but the bullets bounced off of him, "Your Funeral" he replied shrugging his shoulders before charging at them.

* * *

While his flunkies were dealing with the last line of defense the Red Skull calming walked right down the middle of all the mayhem around him. His eyes trained solely on the White House, he reached the gates and with the cube he blew the gates clear off the hinges.

Secret Service men poured out of the White house with their weapons drawn and without question opened fired on the Red Skull, but their bullets turned to dust and blew way into the wind. The Red Skull gripped the cube tightly and suddenly all of the Secret Service men were lifted into the air. They struggled in the air for a second before the Red Skull held up his free hand and then clenched it into a fist.

**CRACK! SNAP! CRACK!** Went the sound of the bones snapping as the bodies of the hovering men bent and contorted in odd and painful angles. The Red Skull lowered his hand and the Secret Service men dropped to the ground dead.

"MR. PREZIDENT I BELIEVE YOU AND I HAVE ZOMETHING TO DISCUZZ!" The Skull roared before the Cosmic Cube glowed blue.

**FWASSH!**

The President of the United States appeared on the ground in a flash of blue in front of the Red Skull. The President looked up from his spot on the ground and his eyes locked with those of the Red Skull.

"You" The President growled "You're behind this"

"Yez…I am, and now Mr. Prezident ve vill dizcuzz your uncondizonal zurrendor"

"Never"

"Zhen you vill DIE!" he shouted holding up the Cosmic Cube but before he could do anything a shadow formed over two of them. Both of them looked up to see Giant Man's foot coming directly towards them.

"OH MY G…" started the President before Iron Man swooped in and scooped him up just as Giant's Man's foot stomped down on the Red Skull.

* * *

"IRON MAN THANK GOD! WHAT THE HELL IS GOING ON?" The President Shouted.

"In a nutshell Mr. President, The Red Skull has unlimited Power" he replied

* * *

**In The Air**

F 16's neared the Blue Celestial's each of the fighter jets had their missiles locked and aimed at the Celestials head and as soon as they were in range they released the Missiles.

The Missiles rocketed towards their target and they hit it dead on but the missiles didn't do any damage.

The Blue Celestial turned its head to the F16's and gathered dark blue energy around its eyes again and just as before two beams of energy flew towards the jets with the intentions of disintegrated them.

**THROOM! THROOM! THROOM!** The clouds gathered and darkened and several large lightening bolts shot from the sky barely shielding the jets from the beam of energy, but the lightening was enough for the jets to maneuver to safety and out of harms way.

The Blue Celestial tilted its head upwards slightly to see a hammer spinning Thor descending from the clouds.

"Cease your destruction or face the God of Thunder" he commanded bravely. The Celestial looked at him for a second before its booming voice filled the air once again.

"**Anomaly. Asgaridan. Threat. Destroy" **

"You will try but you will not succeed…HAVE AT THEE!" Thor shouted throwing his Hammer forward.

Dark Blue formed around the Blue Celestial's eyes and fired at Thor. Thor swerved out of the way but he was still heading directly for it, he concentrated and his hammer crackled with lightening. Thor cocked his arm back and he slammed his Hammer directly into the Celestial's chest with all of his might.

**CLANG!** Went the sound followed by a brightly flash of light that was followed by a devastating strike of Lightening.

* * *

**White House- Front Lawn**

Giant Man grinded his foot into the ground and then lifted it up, but he didn't see the Red Skull anywhere.

"Where did…..?"

"I AM HERE!"

Giant Man turned to see the Red Skull floating behind him smiling evilly.

"Itz about time you Avengerz zhowed your facez vhere is zhe Captain"

"He's right here" Giant Man replied bring his giant hands up and clapping them together.

**KRAPOW!** Went the sound of Giant Man's hands being forced apart, he looked at his hands to see sever scorch marks upon them.

"RAH!" shouted the Red Skull firing a beam of Blue Energy at him. Giant Man glowed blue and shrunk down to the size of an ant and landed on the back of a yellowjacket and the insect flew him to safety.

The Red Skull looked around in shock for a second at his sudden disappearance.

"VHERE ARE YOU!"

"HERE!" came a voice but it didn't belong to Giant Man it belonged to Warbird.

Warbird came flying in and barreled into the Red Skull's back fist first, she directed the both of them down towards the ground where they left and large crater. Warbird stood over the fallen Red Skull and she held out her hands and unleashed her dark red-orange photon blast until him burying him deeper into the crater.

Warbird shut the beam off after a second and allowed her eyes to drift to the Cosmic Cube. She smiled and leaned down and grabbed the Cube.

"Always watch your six" she stated looking down at the beaten Red Skull.

"GOOD ADVICE!"

Warbird turned her in time to see Sin unleashed a blast of blue energy that hit her dead in the back and sent her flying and making her drop the Cube in the process.

* * *

**White House- Interior**

**SMASH!**

Warbird went smashing through the walls of the White House bouncing off of the floor until she came to a painful stop in the Blue Room.

"Ow" she whispered while picking herself up. Sin came flying in the room looking to take her head off with one of her glowing fist, but Warbird's training kicked in and she immediately ducked under the punch and responded with a glowing uppercut of her own, then a right cross, then a left followed by another uppercut that lifted Sin up and to the ceiling where she bounced off and back to the ground. Warbird grabbed her by the ankle and then spun her around and threw her through the giant hole in the Blue Room.

"Bitch" Warbird whispered pushing off of the ground and flying back outside.

* * *

Warbird flew outside and back towards the Red Skull but a shadow formed over her, she looked up to see Crossbones who was airborne and had a giant chunk of a Hulk Buster Robot in his hands.

Crossbones came down and brought the Hulk Buster directly on top of her.

**BOOOOM!**

* * *

**SHIELD Helicarrier**

Nick Fury sat in the Director's chair of the New Helicarrier. When the Avengers arrived he immediately put in a call for a pick up from Helicarrier that was nearby. Once the Quinjet docked with the spare Helicarrier he sounded the red Alarm and directed all Shield forces to Washington D.C. to stop the Red Skull.

"How far away are we?" he asked staring at the screen.

"Sir, we're not far, maybe 10-15 minutes" Agent Carter responded.

"FASTER!" he shouted "We can't let the psychopath do what I think he's going to do"

"Sir our engines are operating at optimum levels we're going as fast as we can, too fast for a ship this size. What do you think the Skull is going to do?"

"Kill the President" he answered.

All of the Agents on the bridge went silent at the answer; they looked between each other and then back at the Colonel.

"Let's Pray the Avengers get there in time"

* * *

**Quinjet**

"Get ready Team we're coming up on the Capital now" said Captain America.

"What's the Plan Cap?" Bruce asked looking at the Screen. They all could see the tall and imposing Blue Celestial in the distance, and they could make out the lightening bolts that were hitting it as well.

"Wasp and I will deal with the Skull while you"

"Back up Thor" he completed.

"Get ready we're coming up on the drop point"

"Here comes the part I hate" said Bruce stepping away from the screen and heading towards the ramp of the Quinjet.

Captain America hit a button and the ramp opened and began to lower. Bruce scrunched his face up as he felt the wind hit him, he pushed the whipping wind feeling aside and he closed his eyes and focused.

Captain America pulled up on the controls and passed over the Blue Celestial.

"NOW!' he shouted.

Bruce's eyes snapped open and they had an unmistakable green tint to them, he let out a growl and then jumped out of the quinjet rapidly falling towards the Blue Celestial.

"Do you think he and Thor will be able to stop that thing?" Janet asked.

"We can only hope" Captain America replied.

* * *

**The Blue Celestial**

Thor dodged another eye beam blast from the Blue Celestial and conjured another powerful lightening strike that hit the Celestial in the neck. The Celestial stumbled slightly before righting itself. The Strike hit it but it didn't do enough damage to knock it down or stop its assault.

The God of Thunder let out a breath as he eyed the Celestial.

"The beast will not go down" he said to himself while winding his arm.

"GRAHHHHHHHHHHHHHHH!"

Thor looked up to see The Incredible Hulk falling through the air and towards the Blue Celestials.

The Green Behemoth cocked his massive fist back and thrusted it forward.

**BANG!**

The Blue Celestial's head jerked to the side throwing it off balance slightly. Thor quickly winded his arm and threw his Hammer forward; he sailed towards the off balanced Celestial.

**CLANG!** Went the sound of Thor hammer hitting the Celestial in the forehead.

The Blue Celestial's head tilted back and he teetered before it lost its foot and fell backwards.

**BABOOOOOOOOOOOOOOOM!** Went the sound of it hitting the ground.

* * *

**White House- Front Lawn**

The Red Skull gritted his teeth and painfully lifted up his head, he could see the Cube a few inches away from him. He shakily reached out for the Cube and when his hand touched the cool surface all of the pain that wracked his body instantly disappeared and he was able to stand up.

The Skull released an angry growl and effortlessly jumped out of the medium sized crater Warbird had put him in.

"Vhere is that…." He stated before receiving a fist to the face.

The Red Skull went skidding across the ground like rag dog but despite that he held onto the Cube for dear life even as he came to hard stop. He turned over to see who attacked him and it was none other than Iron Man and he flying directly for him again.

The Red Skull grinned and held up the cube.

Iron Man held up his hand and fired his repulsor rays.

A blue tunnel opened in front of the Red Skull and the recently fired repulsor rays flew through the tunnel. Another tunnel opened right over Iron Man and his repulsor rays emerged and hit him in the back sending him to the ground.

"BUFFOON! I AM ALL POWERFUL!" The Red Skull shouted.

**BAM! **

The Red Skull's head jerked to the side as he felt something else hit him; he recovered quickly and turned to the sky to see Captain America descending upon him. He held up his hand but Cap reached him frist and grabbed his outstretched hand and moved it way from him. The blast of cosmic energy fired out and hit the ground beside them tearing through the lawn and lifting up a large chunk of land in the process.

"Rogers" he said venomously

"Schmidt" Cap replied back just as venomously.

"Now zhat you are here you vill see there is no defeating me zhis time"

**BABOOOOOM!**

The two enemies glanced into the distance to see the Celestial go down to the surprise of the Red Skull.

"Sure about that Skull, its looks like our God is better than yours"

"NO!" the Red Skull roared bringing his head forward and head butting Cap in the face. Cap went back but he managed to bring his foot up and kick the Skull's hand and send the Cube flying upwards.

"IRON MAN!" he shouted

Iron Man flew in and grabbed the airborne Cube.

"GOT IT!" he shouted.

"NO!" Red Skull shouted.

* * *

Iron Man hand the Cube but out of no where the Taskmaster appeared and rammed his shield into Iron Man's face plate and thanks to the Taskmaster's recent upgrade of cosmic powers his strength overwhelmed him and brought him down hard onto the ground and the sudden jolt threw the Cosmic Cube from his hands.

"Damn it" Iron Man growled seeing it bounce across the ground.

The Taskmaster stared down at him then opened his mouth unleashing fire upon him.

* * *

Crossbones smirked at his handy work but he didn't get a chance to celebrate because the heap of metal that was the Hulk Buster armor began to shift and move until it was lifted up. Hovering under the chunk of metal was Warbird with an angry scowl on her face.

"Don't you know boys aren't supposed to hit girls" she said throwing the chunk of metal at him but he dove out of the way, he landed in a crouch and allowed his hands to glow.

"And when we do hit girls aren't they supposed to cry" he countered thrusting his hands outward. Warbird swerved out of the way and flew towards Crossbones, while Crossbones leapt in the air. The two sailed towards each other, Warbird cocked her fist back and as Crossbones neared she made her fist glow.

"Haven't you heard Crossbones…..? Big Girls Don't Cry"

**BAM!** Went the sound of her fist going across his jaw and sending him flying back through the air away from her.

"They get even" she finished before flying after him.

* * *

Sin finally righted herself in the air and immediately her hands went to her face trying to quell the pain radiating from her jaw. Warbird's fist hurt like hell despite the fact that Sin herself was super-powered.

The sadistic young woman narrowed her eyes and searched for her foe only to see her exit the white house and then be buried under a pile of rubble thanks to her boyfriend Crossbones.

"KILL HER BROCK! KILL HER!"

**BUDABUDABUDABUDA!** Came the sound of bullets being fired, the bullets flew and hit Sin and bounced off of her. She turned her head to see the Quinjet rapidly firing at her.

* * *

**Quinjet**

"EAT LEAD EAT IT!" shouted Wasp at the top of her lungs as she continued to fire upon Sin.

* * *

Sin growled and held up both hands unleashing a singular red blast of energy that effortlessly ripped through the Quinjet breaking it in half and causing the front end to explode.

"HAHAHAHA!" Sin Laughed

"JAN! NOOOOOOO!" came a shout.

Sin scrunched her face up in confusing but she wasn't confused for long as giant fist came straight at her face.

**POW!**

Giant Man stood at 40ft; he grabbed Sin and with all of his might threw her down to the ground where she hit the pavement hard. He raised his fist and brought it down upon the prone Sin who was attempting to sit up.

**BAM!**

Giant Man raised his fist again and with all of his might brought it down upon her one more time shaking the ground in the process.

"Jesus Hank did you kill her" came a voice.

Giant Man turns his head in every which way as he heard the voice.

The Wasp flew into his vision and just the sight of her sent a wave of relief through his body.

"Jan honey that…"

"Yeah I know a close one but I'm alright"

**RUMBLE!**  
Sin burst from the ground, she flew upwards and punched Giant Man in the chin making him stumble. The Wasp flew towards Sin and started zapping her in the face with her stingers.

* * *

**Across the Way**

Thor and the Hulk pounded away on the head of the Blue Celestial but no matter how hard the Hulk wailed onto the beings head his massive fists could not dent or break the armor and the same could be said for Thor as he brought his hammer down as hard as he could but no damage was down.

The Blue Celestial lied on the ground motionless for a second before it began to move.

"**Connection Broken. Destroy Control" **Its voice boomed. The Blue Celestials' eyes glowed dark blue before unleashing a blast that caught Thor and blasted him off of its face.

"HULK SMASH!" The Hulk yelled bringing both of his fists down on the side of the Celestials head again making it jerk to the side again. The Blue Celestial reached up to its head and grabbed the Hulk in its hands and then slammed him down to the ground. The armored being then started to climb its way to its feet; it looked straight ahead and at the White House.

"**Control. Destroy." **It stated while starting towards the white house.

* * *

**White House- Front Lawn**

Captain America kicked the Red Skull in the stomach and delivered a powerful right cross to the jaw. The Skull spun with the blow and retaliated with a spinning back fist that busted Cap's lip. Cap paid no attention to the minor cut and grabbed the Red Skull's outstretched hand and tossed him over his shoulder. The Skull was airborne for a second before he righted himself and landed in a crouch and sprung at him with palm strike to the jaw.

* * *

Crossbones went skidding across the ground. He spit out some blood and looked up to see Warbird heading right for him, he thrusted out his hands but she effortlessly barrel rolled through the air and fired a photon blast at him that nailed him in the chest.

* * *

Iron Man threw out a punch but the Taskmaster easily deflected the shot and responded with a knee to the gut. Iron Man doubled over but he held out his hands and fired a repulsor ray at the ground causing a ripple that tossed the Taskmaster off of his feet. The Taskmaster flipped in the air and landed on the ground and quickly tossed his Shield and the Shield connected to Iron Man's face.

* * *

Giant Man and Wasp were both shrunk and flying around Sin. The Wasp would Zap Sin with her bio-electric stingers and while she was distracted Giant Man would grow and deliver a powerful blow.

* * *

All of the Avengers were engaged in their own hectic battle, and while they battle the Skull and his forces the Cosmic Cube laid on the ground still glowing with vibrant blue light but since the Skull no longer had the Cube in his hands he didn't have any control over the Blue Celestial that was making it's way towards the group. Closer and Closer the armor being stepped and with each step the ground shook but there was so much chaos and fighting going on that none of the parties noticed until the Blue Celestial was towering over them casting it's large shadow.

Everyone turned to the Celestial and stared upon it.

The Celestial looked at them and at the Cosmic Cube.

"**DESTROY" **it stated holding up its large hand.

"NO!" shouted the Red Skull, he kicked Captain America in the groin and then punched him in the nose, "VHERE IS ZHE CUBE!"

HE spotted the Cosmic Cube to the right of him and he jumped towards it.

"NO!" yelled Captain America diving after him but he came up short. The Skull's hand grabbed the Cube and held it up.

"STOP! DESTORY ZHEM! DESTROYZHE AVENGERZ!"

The Cosmic Cube crackled and the Blue Celestial stopped and it looked at the Cube.

"**DESTROY AVENGERS" **

Warbird flew upwards and started firing some of her Photon blast at the Celestial but they were ineffective. The Blue Celestial looked at the flying Avenger and raised its hand.

Warbird's eyes widen as the Celestial's hand came right towards her and smacked her.

**WHAM!** Warbird went flying through the air and into the distance.

"WARBIRD!" Wasp shouted in fear.

The Blue Celestials hands glowed as it raised one in the direction Warbird went and one in the direction of the remaining Avengers.

"**DESTROY" **

"NAY CELESTIAL!" came a loud shout.

**THUD!**

Everyone turned to see Thor land in front of the Celestial and stare it down unafraid. They all saw that his Asgardian clothes were signed some places and his cape was practically gone. The God of Thunder eyed his foe and he took in several breaths of air.

"I will not be defeated" he said to himself gripping Mjolnir as tightly as he could. Mjolnir crackled with electricity and the clouds darkened even more, "Father I need your help…. give me your strength" he whispered before lifting Mjolnir upwards. Lightening shot downwards and towards the hammer and it swirled around it gathering and storing electricity.

"More" said Thor gritting his teeth and his eyes tighter. Several lightening strikes hit the hammer adding to the lightening already stored within, the wind violently kicked up causing everyone to cover their eyes and brace themselves. The Asgardian cracked open his eyes and he looked at the towering Celestial, "You….Will….Not….Destroy Anything Else…for I am the Son of Odin….I am The God of Thunder…I AM THOR!" he roared pointing his hammer at the armor being.

**KRAKOOOOOOOM! KRAKOOOOOOOOOOM!**

There was a giant flash of white light as the lightening struck the Blue Celestial full on.

* * *

Thor dropped to a knee and he took in several breaths, he had never conjured up such power before and expelled it so quickly. The white light began to subside and Thor looked up and his eyes widen in shock because standing there unharmed was the Blue Celestial.

"It can't be"

"**Asgardian. Destroy" **It said while holding out its hand and fires a wide beam of dark energy onto him.

"ARGHHHHHHHHHHHHHH!" yelled Thor as the beam engulfed him completely. Iron Man and Captain America who were nearby stood still in shock as they saw their friend and Ally be consumed by the blast and just as quickly as the blast came it was shut off and all that remained was crater and Thor's Hammer.

"NOOO!" screamed Wasp.

"HAHAHAHAHAHAHAAHA!" The Red Skull laughed loudly.

Captain America gritted his teeth and turned his eyes to the laughing Red Skull.

"MURDERER!" he roared lunging at his foe but the Red Skull gripped the Cube and metal binding appeared and wrapped around Cap tightly making him hit the ground roughly. The Super Soldier struggled against the metal bindings but they held tightly. The Red Skull stepped on Cap's chest and stared down at him.

"My God iz Greater zhan yourz it zeems eh Captain. Now I zhink zhis Battle iz over" he said holding up the Cosmic Cube.

Suddenly Iron Man, Wasp and Giant Man dropped to the ground like a ton of bricks unable to move a muscle.

* * *

**New York, Manhattan- Daily Bugle**

"Urich what is this crap?" asked J. Jonah Jameson as he tossed a sheet of paper on his desk and looked up at arguably his best reporter.

"News Jonah" he replied rolling his eyes.

"This isn't news it's…" he started before being interrupted.

"Mr. Jameson this is the news nowadays…everyone wants to be a Superhero, and Everyone wants to know about them" Indy interjected quickly leaning on his desk.

"I don't" he replied

"Well if you were the only person reading Mr. Jameson then maybe it would be something else but this is what everyone wants"

"I have to admit Jonah she's right, plus there is something about the Mob War going on. This new girl in town….what was her name?" asked Ben

"Jewel" Indy replied

"Right she saved some people that were about to get caught in the crossfire and not only that these other two guys"

"Power Man and Iron Fist"

"Yeah them they even have their own firm called Heroes for Hire out in Harlem and they are doing a tremendous amount of good and lets not forget about Daredevil and…"

**KNOCK! KNOCK! **

The door opened and in walked Peter Parker.

"Hey, guess who's got some new Spider-Man pics fresh out of the dark room" he said.

"BAH!" J. Jonah shouted standing up from his seat "Costumed Morons all of them, thinking that they're above the Law especially…"

"Did I come at a bad time?" Peter asked walking to stand next to Indy.

"Just in time for another one of Mr. Jameson's rants"

"Ah, the bulging vein in his neck tells me he's about to talk about…."

"…..Spider-Man, the worst of them. The Masked vigilante thinking he can police this town better than the police. ANARCHY IN THE MAKING! Spider-Man, Daredevil, Power guy and Iron Feet"

"Power Man and Iron Fist" Indy whispered.

"Avengers, All of them, these costumed people breed chaos, I betcha this mob war is the fault of…"

**BAM!**

Robbie Robertson burst into J. Jonah's office and ran towards the desk and grabbed the remote and aimed it at the flat screen TV. He then pressed the on button and flipped through the channels until he landed on a news station.

"Robbie what the…"

"Shut up Jonah and look" he replied pointing to the TV.

Peter looked at the TV and could see a reporter talking rapidly, she had some cuts and bruises and her outfit was ripped, his eyes then drifted to the caption at the bottom.

"Red Skull vs. Avengers" he said out loud

* * *

**TV**

"_It's like nothing I've ever seen before….its some sort of…Robot or…something. It just showed up and started killing anyone in its way. Hundreds dead...burned…..charred… (sob). Excuse me. If you look over my shoulder you can see the Avengers battling the Red Skull and his….OH MY GOD! IT"S COMING THIS WAY!" _

The camera pans to the Blue Celestial approaching the White House, it stands over the White house and raises its hand glowing blue but it suddenly stopped and then Thor appeared.

"_It's THOR! THOR IS…." _Started the reporter for the wind kicked up and the lightening hit the Celestial and everything went white. The White light subsided and the Camera focused in on Thor right as he was blasted by the Celestial.

"_NO!...Oh My…Thor. Thor is Dead! The Red Skull has…Captured the Avengers!" _

* * *

**Washington D.C: White House**

"It iz over Captain….ceaze your struggling"

"NEVER! And it's not over" Captain America replied staring into his eyes.

"Oh"

"HULK!"

**THUD!" **came a sound behind the Red Skull.

"GRAHHHHHHHH!" growled the Hulk running towards the Skull as fast as he could. The Red Skull whipped around in the nick of time to halt the Hulk's assault. The Red Skull smiled and he looked down at the ground.

Suddenly it began to shake and split apart, the frozen Hulk slowly began to lower down into the split earth and once he was deep enough the Red Skull commanded the earth to close again.

Captain America struggled even harder one he saw the Hulk disappear into the ground but it was useless.

The Red Skull turned back to him and leaned down close, with his free hand the Red Skull gripped Cap's mask and yanked it off of his head.

"You have been defeat Rogerz….I am better zhan you and I Vant to hear you zay it" he said in a low dangerous voice, "Tell me zhat I am better zhan you"

"…"

"SAY IT!"

"…."

The Red Skull slapped Steve across the face and he stood up.

"You vill zay it Rogerz I can assure you…" The Skull trailed off before he gripped the Cube tightly.

**FWASH!**

The President of the United States appeared on the ground next to Captain America, The Red Skull wasted no time in grabbing him by the throat and lifting him up.

"Say it Rogerz or I vill Kill him"

Captain America's eyes widen in shock at the threat and he was tempted to say the words but he restrained himself.

"….."

"STEVE FOR GOD SAKE'S JUST SAY IT!" shouted Iron Man from the ground. He was desperately trying to move but he couldn't, no matter how hard he tried or commanded his suit.

"NO! IF I SAY IT THEN THIS SICK GAME HE'S PLAYING WILL REALLY BE OVER AND HE'LL KILL ALL OF US! He'll destroy the world" Cap shouted staring up into the eyes of the Red Skull.

"YOU DON"T KNOW THAT!" Iron Man yelled back.

"YES I DO!"

"Maybe I vill, Maybe I von't you'll vill have to say it"

"…"

"Zhen zay good-bye to your Prezident"

"NO!" Cap and Iron Man shouted right as the President exploded in a shower of blood.

"HAHAHAHAHA!

* * *

**New York – Daily Bugle**

"OH MY GOD!" shouted everyone in the office as they saw the President being murdered.

"That… was… That…" was all J. Jonah Jameson was able to get out before he collapsed in his seat shocked beyond belief. Robbie was shocked as well and had back himself against J. Jonah's desk trying to catch his breath. Ben and Indy stared at the screen for a second before glancing to the right where Peter was standing just a few moments ago and to their slight surprise he was gone. They turned to the door to see that it was open.

* * *

**Roof- Daily Bugle**

Peter was rapidly changing into his Spider-Man outfit.

'_My God…The Red Skull just killed the President….'_ He thought to himself as he put on his boot_, How was he able to do that to the Hulk and what the hell is that Blue Thing…..Shield is probably mobilizing, but if the Skull beat the Avengers then Shield is gonna need my help…..wait. If the Red Skull can beat the Avengers what hope do I have' _

Peter put on his gloves and then stopped once he got to his mask, he looked down at his mask for a second as he mulled over the question he just asked himself.

'_This one might be out of your league Parker. The Avengers are trained to handle stuff like this, end of the world disasters. You fight Mob bosses, ninjas and the occasion wacko in a mask. Don't forget that you're just a kid from Queens who can stick to walls…..what can you do against a guy that beat Captain America and Iron Man…..' _

Peter pursed his lips and raised his head.

"I'll do what I can…" he stated finally before slipping on his mask, "And pray that it's enough. So the million dollar question is how do I get to Washington D.C. in time to help…I know. The Fantastic Four"

Spider-Man jumped off the roof, fired a web and swung away.

* * *

**Washington. D.C- White House**

"His death is on your conscious Rogerz" said the Red Skull

"No you murdering psychopath…it's on yours and believe me when you go down I'll be the one to end you" Cap growled back.

The Red Skull kicked him in the face and grinded his teeth together.

"STILL DEFIANT! Fine I zee you'll need another ezample of how far I am villing to go…."

"STOP! YOU WIN!" shouted Wasp, "YOU BEAT US!"

"QUIET YOU COW I DO NOT VANT TO HEAR IT FROM YOU! I WANT TO HEAR IT FROM ZHE GREAT CAPTAIN AMERICA!"

"…."

"You know Rogerz, I am a bit of an expert vhen it comes to you and I know for a fact zhat you vere born in New York City, Brooklyn to be exact. How vould you feel if your hometown vas…Burnt to a crisp"

"YOU SON OF…" Cap started before receiving another kick to the face.

The Red Skull eyed the Blue Celestial that stood stoically in its spot and then his eyes traveled to the ground where he had buried the Incredible Hulk. A devious smiled crossed his lips as an idea crossed his mind.

"Celestial…..can you duplicate yourself? Answer Me"

"**DUPLICATION. Yes" **

"HAHAHAHAHAHA EZELLENT!" he replied looking at the glowing Cosmic Cube.

* * *

**New York, Manhattan- In the Air**

Spider-Man swung through the air as fast as he could, the only thought on his mind was to reach the Fantastic Four to see if they could give him a ride to Washington D.C to help out the Avengers with the Red Skull. He swung high in air the air and then over the roof top of building and dead ahead was the Baxter Building.

"Final….SPIDER SENSE!" he shouted while twisting his body through the air and firing a web to save himself.

"What the hell" he said to himself looking up to see what he sensed but he didn't see anything at first, the air started to shimmer and a Shield transport jet de-cloaked and continued on towards the Baxter Building.

"Shield" Spider-Man stated swinging towards the Balcony of the Baxter Building.

* * *

**Baxter Building**

Reed, Johnny, Sue and Ben were suited up in their uniforms when they saw a Shield Transport Jet land on their balcony. The doors opened and the ramp lowered and out ran Maria Hill.

"Agent Hill what the heck are you doing here?" asked Ben in his usual growling voice.

"Why do you think I need help Grimm" she replied

"I'll Say"

Everyone turned to see Spider-Man swing through the open balcony and then land on the ground in-between them and then whipped around to Agent Hill.

"You know you almost killed me right?" he snapped.

"You were in the way and with the threat we're facing I didn't have enough time to follows the rules of the skies now out of my way" she said pushing him aside "We got big problems"

"Yeah the Red Skull we're all over that we were heading out just now" said Johnny.

"Cool, so you guys can give me a ride then" Spider-man chimed.

"Sure Spider-Man" came Sue's voice, "With you going I won't have to worry so much"

"What?" he asked

"Um I'm kinda pregnant so I can't go"

Spider-Man glanced down to see that Sue was indeed heavily Pregnant.

"Congrats I didn't even kn…."

"Will you idiots listen to me please. Dr. Richards you need to look at this" Maria snapped holding up a disc.

"What is it?" Reed asked taking the disc.

"We were hopping you could tell us and please put a rush on it"

"Everyone to the Computer" said Reed stretching his legs and walking over to the main computer.

* * *

**Few Minutes Later**

"COSMIC CUBE!" shouted Spider-man in disbelief "The Red Skull has a Cube that can grant him anything he wants?"

"It's the Infinity gems all over again" said Sue

"Except this wacko actually wants earth" Johnny added.

"The Cosmic Cube is only part of the problem, The Celestial…that's what Thor called it, it came from the gateway… so its from another dimension right?" Maria asked looking at Reed.

Reed folded his arms across his chest and paused the video. He stared at the Gateway and he pursed his lips into a thin line.

"No, if a hole that big were to be ripped in our dimension it would've caused a chain reaction that would've destroyed all life in our galaxy. A.I.M it seems created a rip through space…..a tunnel perhaps"

"A wormhole" Spider-Man stated "They created a wormhole through our space?" asked Spider-Man

"Precisely" said Reed.

"Wait so this thing, this Celestial it's from our plain of existence?" asked Sue

"That's exactly what I'm saying Sue, I mean is it so hard to believe. If I'm not mistaken Galactus is larger than this thing and he operates in our plain of existence" Reed reasoned.

"Okay so this thing came through the Wormhole, is there anyway to send it back and away from the Red Skull?" asked Agent Hill.

"I don't know Maybe….but…"

**THUD! THUD! THUD!**

The ground began to shake in an odd pattern all most like footsteps.

* * *

"What the heck?" asked Ben trying to keep his balance.

'_Spider sense'_ thought Spider-man running towards the open Balcony, and he was closely followed by Agent Hill and the Fantastic Four.

They all stared out into the distance and they could see the Blue Celestial walking towards the City from the water.

"Holy crap…it's like Galactus's son or something" said Johnny slightly in awe of its size.

"I for one would like to know just what the hell we're dealing with" said Ben staring at the approaching armored being.

"It is an infant Celestial" came a soothing and familiar voice. The heroes turned to see the floating ethereal form of Uatu aka **The Watcher. **

* * *

"UATU!" Reed eclaimed

"Hello Dr. Richards" The Watcher replied to him.

"What are you doing here?" asked Sue.

"I'm here because the battle that is about to happen can only end one of two ways. The first being that mere human mortals defied…a Celestial, which is a very significant feat in itself and the other Susan Storm is because this battle just might be the end of what you would call the Milky Way Galaxy" he replied

* * *

**Manhattan**

The Blue Celestial stepped onto land and came to a stop.

**SCREEEEECH! CRASH!** Went the sound of several cars coming to stop and crashing.

"AHHHHH!" scream civilians looking at the giant Celestial.

* * *

**Baxter Building**

"The Destruction of the Milky Way Galaxy….our Galaxy" repeated Spider-man with raised eyebrows.

"Huh…must be Thursday" said Johnny folding his arms across his chest.

"Uatu what is a Celestial exactly?" asked Reed.

"A question that we the watchers do not even know Dr. Richards. All we Watchers know is that they are very old and very powerful."

"They?" Maria questioned.

"Yes, the Celestial you see before you is only one of a collection, and it's an Infant. The Celestials are an ancient race of Cosmic Gods or scientists rather that take it upon themselves to experiment on lesser races...rush the natural development of a species. They have also been known to tamper with the genetic structure of DNA in several races to give them potential far greater than what they should have" the Watcher replied, "Currently we know that they tampered with the Skrulls DNA and we know that they have even experiment on Earth and human DNA billions of years ago"

"WHAT!" everyone shouted.

"I believe you know of their work Dr. Richards"

Reed scrunched up his eyes up in confusion before the answer came to him.

"Mutants" Reed answered putting a hand to his chin.

"Correct"

"Just as I thought, the X-Gene is not normal and it….."

"HEY WE'RE GETTING OFF TOPIC, HOW THE HELL DO WE KILL IT OR SEND IT BACK FROM WHERE IT CAME FROM!" shouted Agent Hill staring at Uatu.

"You will not kill it Agent Hill for you can not…..it serves….."

"A purpose…just like Galactus" She interrupted.

"Yes it and the others in the collection of Celestials keep balance to a degree, but you won't kill it because it serves the **Fulcrum**…..or **Eternity** we don't know which, but we do know that it would not be wise to anger either of them"

"Fulcrum or Eternity….do we even want to know?" asked Spider-man

"It would take too long to explain and it is doubtful you would understand"

"How do we stop it and the Cosmic Cube?" asked Maria letting out a sigh of frustration.

"The Ultimate Nullifier, Dr. Richards do you still have it?" he asked.

"I do" Reed replied.

"Then your answer is simple. Good luck Heroes and know that I will be rooting for you and the survival of your Galaxy. One last thing before I go, you must hurry because the other Celestials will be drawn to earth, they tend to know when one of their infants are missing" the Watcher said before he vanished.

"Great…no pressure" Spider-man and Johnny said at the same time.

"And if that's the infant I'd hate to see the adult" Ben added turning back to the balcony and looking at the Blue Celestial.

* * *

**Streets of Manhattan**

The Blue Celestial raised its hand and a powerful beam of energy fired out and hit the ground shaking and destroying everything in its path.

"AHHHHHHHHHHHHHH!" screamed the New Yorkers down below running as fast as they could away from the Blue Celestial.

**THUD! **

In the path of the running people appeared the Incredible Hulk but he was different, instead of being emerald green as usual he was a dark Charcoal Gray. The Gray Hulk had pupiless white eyes but the civilians could see that he was looking at them.

"GRAHH!" the Gray Hulk screamed bringing both hands down unto the ground causing a ripple throwing people off their feet.

**THUD! THUD! THUD! THUD!**

The Incredible Gray Hulk turned around to see several more versions of himself landing on the ground. The Hulks looked at each other before jumping in the air and crashing through any building in their path.

* * *

**Baxter Building**

"If you guys got a plan now's the time" Growled Ben turning back to his team, the gathered heroes could hear the screams and see the Blue Celestial blowing everything to smithereens.

Reed nodded his head and turned to the right; he held out his arm and stretched it until it was to an inconspicuous looking section of the wall in his lab. He touched it with his hand and it beeped before shifting and folding apart revealing the hovering ultimate Nullifier. Reed grabbed the device and retracted his arm and then he gave the device to Spider-Man.

"Use it against the Celestial; stall it until I can build another wormhole that will transport the Celestial out of our Galaxy"

"Right. Ben, Johnny with me…let's go" said Spider-Man turning around and heading for the Shield Transport Jet that was on the Balcony.

"I'm coming with you guys….just to make sure you don't get any funny ideas…like I don't know accidentally killing it and pissing off the Celestial parents" Agent Hill said quickly following behind them.

Reed and Sue watched them load up before turning to each other.

"Come on Sue we have a lot of work to do"

* * *

**In the Air**

It didn't take long for them load up on the Shield Transport Jet and race towards the Blue Celestial. As they flew through the air they could see the destruction the Celestial was causing, they each gritted their teeth and swallowed a lump in their throat.

"Does anyone else have about a pound of sweat in their boots or is that just me?" Spider-Man asked.

"Man up bug boy, this is the type of mission that we can't afford to be afraid"

"I never said I was afraid Agent Hill, nervous yeah. I mean here we are again, going up against impossible odds with a plan that may or may not work, oh and not to mention our planet excuse me Our Galaxy is hanging in the balance"

"Definitely Thursday" Ben said

"Look just relax and take a deep breath and turn that Nullifier on we're reaching the Celestial now" she replied back.

Spider-Man rolled his eyes and held up the Ultimate Nullifier. He gripped it tightly and the mechanism began to glow a deep orange and black hue.

* * *

**Celestial**

The Blue Celestial stopped its assault and lifted its head.

"**ANOMALY. POWER PRIMORDIAL DETECTED. THREAT LEVEL HIGH. DESTROY!" **

The Blue Celestial searched until it locked onto the transport jet that was approaching it.

* * *

**Transport Jet**

"Uh, is it just me or is that thing looking at us?" asked Ben pointing at the Celestial because it suddenly stopped its assault and turned to their direction.

"It's not just you, but we're cloaked and…." Agent Hill started.

"You really think that matters to a Cosmic being" said Johnny.

Their eyes widen when they saw the Blue Celestial raise its hand and allowed it to glow with dark blue energy.

"BEN GET US OUT OF HERE!" shouted Johnny.

A Beam of energy fired right at them.

Ben pushed down on the controls causing them to go into a nose dive and avoid the initial blast, but the blast kept coming making Ben put his piloting skills into overdrive.

* * *

**Streets of Manhattan**

**POW! POW! POW!** Went the sound of a several police officers shooting at the approaching Charcoal Gray Hulk but the bullets bounce off of its Gray skin.

"RAHHH!" the Gray Hulk shouted back handing the officers and sending them flying. The Hulk let out a yell and its yell was echoed by the dozens of other Gray Hulks behind him. The Hulks dashed into the city destroying everything. Picking up cars and tossing them through and over building, slamming their fist into the ground causing massive ripples that knocked everyone down. No one was safe from the wrath of the Gray Hulks.

"**DESTROY"** Boomed the Blue Celestials' voice, it looked down at the Gray Hulk's for a second.

All of the Gray Hulks stopped their rampage and turned toward the Blue Celestial and then towards the flying Shield Transport.

"GRAHH!" they yelled running and then jumping in the air.

* * *

**In the Air**

Ben pulled up on the controls and curved upwards and out of the way of another dark blue energy beam. He continued to twist and tug and the controls which in turn weaved them around the blast of energy that was threatening to knock them out of the sky.

"ANY TIME YOU WANNA FIRE BACK WEB HEAD!" Ben shouted.

"I don't know the range on this thing you gotta get us closer" Spider-Man replied.

"Any closer and we'll all be deep fried"

Spider-Man unhooked himself from his seat and he headed for the ramp, using his clinging abilities to steady himself.

"Make another pass and then lower the ramp and I'll….." he started before a familiar feeling passed along his spine and to his brain putting him in a hyper state of awareness.

'_SPIDER SENSE! DANGER!' _

**BAM!** Everyone jumped at the sight of the Gray Hulk whose head burst through the bottom of the transport.

"WHAT THE HELL!" Shouted Johnny seeing the Hulk.

The Gray Hulk wiggled and ripped through the metal making the hole he made even wider and causing the Transport to lose altitude.

Agent Hill glanced back and one look told her all she needed to know.

"THAT'S NOT THE REAL HULK!"

"GET RID OF EM' FLAME BRAIN!" shouted Ben.

"FLAME ON!" yelled Johnny igniting and flooding the emerging Gray Hulk with Fire.

"GRAHHH!" the beast yelled as the flames burned his gray Flesh.

**BAM! BAM! RIP!** **SCHRRRRIP!**  
Everyone looked up to see another Gray Hulk sticking its massive gray fingers through the roof and ripping a hole through the top of the transport like paper.

"WE'RE GOING DOWN!" yelled Ben as the Gray Hulk on the roof ripped the whole top off allowing a rush of air inside. Spider-Man stuck to the ground as the Transport began to spiral downwards. Flames and sparks of electricity showered the inside of the transport. Agent Hill gripped her seat tightly bracing herself against the g-force of their spiral downwards. Johnny was still flooding the first Gray Hulk with fire just as the second one dropped inside. The second Gray Hulk's added weight was enough to make bottom hole the first Gray Hulk made start to get bigger and bigger until it finally snapped in half.

**SNAP!**

"OH SH****!" yelled Spider-man as the broken end twisted through the air and to the ground below.

* * *

Spider-Man crawled along the spiraling end all the while trying to decide what to do, he carefully clipped the Ultimate Nullifier to his utility belt and then he glanced behind himself and acting on instinct jumped off the end. He fell through the air for a moment before shooting a web.

The web swinger swung out of the way of the falling end allowing it to pass him. He let out a sigh of relief but it was then his Spider sense alerted him to more danger. He turned his head to the left to see another Gray Hulk heading right for him with his fist cocked back.

"Crap….this might hurt" he said.

**WHAM!** The Gray Hulk punched him and sent him flying through the air before bouncing along the asphalt of an parking deck and then crashing into and bouncing off of a parked car.

"Ugh….I was right" he whispered trying to get up but failing.

**THUD!**

The Gray Hulk landed on the ground and the mindless dupe of the Incredible Hulk stomped toward its prey. The snarl on its face showing its state of mind and his intentions. Spider-Man sees him coming and tries to move but even though the thing before him wasn't the real Hulk, his hits weren't any less powerful.

Spider-Man gritted his teeth and rolled over onto his back just as the Hulk stopped and stood over him.

'_Gotta Stall' _

"Uh Hi… Hulk….ugh…. remember me from before. I saved Betty…argh….remember. We had a long talk….. some sushi…. and hey we both got blew up in that Warehouse explosion…good times. " the wall-crawler groaned out, "Any of this ringing a bell"

The Gray Hulk didn't respond he let out a growl before raising both of his massive muscular fists high in the air.

"DESTROY!" he growled angrily.

"Didn't think so. I was wrong before…this might hurt" Spider-man commented right as the Hulk brought both of his fist down upon him.

* * *

**End Chapter: Read and Review: Hey Readers it's Me Nomad88 back again with the closing comments. First off HAPPY 4th of JULY! Second WHOOO! Thus ends the second part to the Red Skull Unleashed, was it epic enough for you readers. Where you shocked, amazed, or something in-between. I know the chapter started off kinda slow and that was because I just wanted to give a little insight into how some of the Avengers you know interact with each other. In this chapter I had Tony and Steve, Maria and Janet, and lastly Carol and Hank and as this story progresses I'm going to try to mix it up a little bit more. So I hope you readers didn't mind, but anyway this chapter started slow but it started to gain steam and then it exploded…..at least I hope. Spider-Man and the Fantastic Four are now involved and let me tell you things are only going to escalate. A lot of things happened in this chapter but not all of it is limited to the Event that's going on, so tell me, can any of you readers pick those things out. HAHA! Well my loyal readers we have one more chapter to go which is gonna be the conclusion to this Epic Event. I hope you readers have been enjoying it so far, If anyone has any questions, comments, rants feel free to send it to me either in the review or through a PM Message and I'll get back to you ASAP. Remember to Read and Review and then meet me back here next time, This is Nomad88 saying later….**

**Ps: Yeah no Batman or Secret Warrior, again if you're upset I apologize and if you want an explanation just send me a PM and I'll get back to you. Also Readers this is July so you know what that means BARBEQUE AND FIREWORKS!…..THE AMAZING SPIDER-MAN! and THE DARK KNIGHT RISES! This just might be the best month of the year HAHA! This is me saying Later…..**

**Next up: The Red Skull Unleashed part 3 **


	61. The Red Skull Unleashed part 3

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey people, my loyal readers it's me Nomad88 back again with the another chapter in the epic event known as the Red Skull unleashed. I hope everyone enjoyed the last chapter as much as I enjoyed writing it; we ended on a particularly heart-pounding cliffhanger so I'm not going to do much more talking. Before I stop though I would like to say one last thing READ, REVIEW( A writer's main source of Motivation), and last but not least ENJOY!**

* * *

**Chapter 53: The Red Skull Unleashed part 3**

**New York, Manhattan-**

"Didn't think so. I was wrong before…..this might hurt"

**BAM! **Went the sound of the Gray Hulk's fists slamming down onto the wall-crawler. Spider-Man opened his eyes and unclenched his teeth when he miraculously didn't feel any pain. He saw the fists come down and he heard the sound of the fists making contact with the asphalt but he didn't hear or feel any of his bones cracking or breaking, which was a good thing.

The Gray Hulk growled and lifted his fists once more and quickly brought them down upon Spider-man again but this time the wall crawler didn't close his eyes, he saw the gray fists come down towards him but then they passed right through his chest….almost like he was a ghost.

"Okay….that's new" he said to himself, "New Spider-power maybe"

"No, that's just me"

Spider-man turned his head to the right to see the face of Kitty Pryde aka Shadowcat emerge from the asphalt and then wink at him.

"KITTY!" he shouted.

"Hi, I saw you when you landed and I figured you could use some help, plus I owed you one" she said.

"Tha….." he started.

"GRAHHHH!" The Gray Hulk roared at the top of his lungs.

"We can talk later" the two teens said the same time. Kitty wrapped her arms around Spider-man's neck and phased him through the ground.

The Gray Hulk saw his enemy melt through the floor but he didn't react with shock, he raised his left fist and deliver a massive punch that busted the ground open allowing him to fall through and after them.

* * *

**Next Level**

Spider-Man and Shadowcat looked up to see the Incredible Gray Hulk falling after them. The parking deck floors were spaced pretty far apart so they fell through the air for a second before pashing through the ground again and to the next level.

The Gray Hulk saw them disappear again so he cocked his fist back and delivered another powerful earth shaking punch.

**BAM!** Went the sound followed by the ground giving way again.

Level after Level Shadowcat phased herself and Spider-Man through the floors and level after level the Gray Hulk was hot on their trail using his mighty fist to break through each level with absolute ease.

* * *

**Bottom Level**

The two teens hit the bottom floor and ran out of the way of the Gray Hulk as he landed.

"No more Phasing I take it" said Spider-Man.

"Not unless you want to be in the sewer" she replied taking a few cautious steps back away from the approaching Gray Hulk.

"No thanks, the smell takes too long to get out of costume"

"DESTROY!" shouted the Gray Hulk charging forward and taking a mighty swing. His right fist passed through Kitty but it was still on the path to Spider-Man who quickly jumped to the right and stuck to a concrete support beam. The Gray Hulk turned his head and charged at him lashing out with another vicious and powerful punch but again Spider-Man's agility saved him. He jumped out of the way in the nick of time and the Gray Hulk's punch broke the support beam.

"Well he's a tough one. How are we gonna beat him" asked Shadowcat when Spider-Man landed next to her.

"Last time I fought a Hulk I had to get him to calm down, but I don't think that's the regular Hulk we're dealing with so I'm betting that won't work" he replied preparing himself as the Hulk turned around to face the two.

"We could always run….running seems like the smart choice" Shadowcat replied

"I think you're…" he started _'Spider-sense'_, Spider-Man followed his spider sense and his eyes glanced upwards and at the support beam that was destroyed he saw a large crack form and go along the ceiling above them. Large crack traveled all the way to the hole the gray Hulk punched through when he landed. From there his eyes traveled back to the support beam which is where the crack originated. Spider-Man smirked to himself as a crazy idea formed in his mind.

"Kitty…..how about a superhero team up" he said pointing upwards. Shadowcat looked up and it only took her a few seconds to realize what he was about to attempt.

"That's a crazy idea. Lucking I'm used to ideas like that…lead they way" she replied with a smirk just as he fired a web ball at the Gray Hulk's face.

"HEY THIS WAY!" he shouted jumping away from Shadowcat.

The Gray Hulk mindlessly followed the wall-crawler who landed on another support beam.

"COME ON I'M RIGHT HERE CAN'T YOU…..WHOA!"

Spider-Man jumped just as the Gray Hulk took a swing with both hands, his fists hit and easily destroyed the thick concrete support beam.

Another large crack formed along the ceiling, traveling from the support beam all the way to the to the hole created earlier. Spider-Man shot another web and landed on another support beam.

"YO HULK THIS WAY!" he shouted again and as predicted the Gray Hulk charged again and threw out another punch that Spidey deftly dodged. The punch shattered the support beam causing more cracks in the roof.

"HEY FAKE HULK!"

The Gray Hulk turned to see Shadowcat waving at him, taunting him.

"BETCHA CAN'T HIT ME!"

He growled then raised his fist high and then slammed them down creating a shockwave that traveled in a straight line towards her. Shadowcat smirked and then phased down into the ground, the shockwave continued and smacked right into the support beam that was behind her and destroyed it in the process. Causing another long crack to form.

Spider-Man landed on the ground and Shadowcat phased upwards right beside him.

Spider-Man fired multiple web lines up at the slightly crumbling ceiling; she wrapped her arms around his neck and held on tightly.

"Be ready to phase us out of here" he whispered, "HEY!"

The Gray Hulk eyed the two teens together and he wordlessly charged at them.

"Spider strength don't fail me now" he said pulling as hard as he could on the web lines.

**CRUMBLE! CRUMBLE! CRUMBLE!** The cracked parking deck ceiling succumbed and began to break apart.

A large chunk of concrete fell directly on top of the Gray Hulk pinning him down to the ground, dozens of chunks of concrete began to fall towards the bottom deck.

Spider-Man wrapped his arm around Shadowcat's waist and executed a back flip right as a piece of concrete debris was about to fall on them. He sprung off his hand righting the both of them. A car from the level above them fell through the crumbling ceiling and it was in their path, Spider-man fired a web at the car and pulled them forward he twisted landed on the hood of the car and then sprung off and headed directly towards a concrete wall at the end of the parking deck.

"KITTY GET READY!" he shouted as they neared the wall. Kitty concentrated and the two phased through the wall and to the outside.

* * *

**Outside**

Spider-Man landed on the ground and he set Shadowcat on her feet. The two turned to see the whole parking deck cave inwards with a loud boom.

**BOOOM!**

"You think he's dead?" she asked.

"Not a chance, but he's out of our way for now" Spider-Man replied, "Come on we have to re….."

**THUD! THUD! THUD!**

Spider-man and Shadowcat whipped around to see three more Gray Hulk's land behind them.

"….group" Spider-Man finished taking a slight step back.

The Gray Hulk's snarled and then charged but in the middle of their charge a red beam of energy fired out and at the ground beneath their feat tossing them to the side. Spider-Man and Shadowcat turned to the left to see that the red beam of energy came from Scott Summers aka Cyclops, standing behind him were the rest of the X-Men which consisted of Jean Grey, Wolverine, Beast, Iceman, Rogue, Storm, and Colossus.

"STORM! ICEMAN! FORMATION 2 GO!" the X-leader shouted.

* * *

Storm's eyes turned white and she levitated high in the air riding along the wind currents, she moved forward towards the rising Gray Hulks and yelled to the heavens.

"I SUMMON THE POWER OF THE WIND!" she commanded majestically. The wind surrounding the area picked up significantly, the Gray Hulks covered their eyes for a second before continuing towards the X-Men but with each step the wind grew more and more swirling violently around them until each of the Gray Hulks were picked up in the swirling wind. Storm directed them high into the sky.

Iceman stepped forward and held his hand up; a steady stream of Ice shot out and at the Hulk freezing them in a thick solid block of ice. Both Storm and Iceman stopped their attacks at the same time.

The frozen Gray Hulks began to fall to the ground when a powerful Optic Blast from Cyclops pushed the frozen block away…far away.

* * *

The Frozen block flew through the air and all the way into the ocean

* * *

"Good shot slim" said Wolverine folding his arms across his broad chest.

"Boy am I glad to see you guys" came Shadowcat's voice running over to them with Spider-Man right behind her.

"What the hell were you thinkin' half pint seperatin from the group" snapped Wolverine.

"Look whose talking" Iceman threw out.

"Shut it Drake" Wolverine replied.

"I had to help Spider-Man he was about to get squashed by the Hulk"

"Thanks for that by the way" he threw out.

"Ah thought the Hulk was green" chimed Rogue.

"He is" Spider-Man and Wolverine said at the same time, "That ain't him" they said again.

"How do you know web head?"

"Shield Agent told me...you"

"I've fought the real Hulk before….and whatever those things were smell different and tha nose don't lie" Wolverine replied.

**THUD! THUD! THUD! THUD! **

The X-Men and Spider-man looked around in all directions. Dozens of Gray Hulks landed and surrounded them, each of them with rippling muscles, snarling faces and pupiless white eyes.

"I think we need to finish this conversation later" said Jean looking at all of the Hulks.

"You're right, we'll finish this later and Kitty you can expect extra Danger Room sessions for the next 3 weeks" said Cyclops.

"Great, you got me in trouble" she whispered to Spider-Man

"Sorry, I'll make it up to you" he whispered back.

"I was thinking the same thing" Shadowcat replied with a smirk.

"Wolverine you've fought the Hulk before anything you want to say?" asked Cyclops his right hand drifting to the side of his visor.

"Yeah don't get hit" he growled back

**SNKT! SNKT!** Went the sound of six claws popping out.

"HRAHHHHH!" the short mutant yelled before charging forward and leaping at the nearest Hulk.

"X-MEN GO!" shouted Cyclops unleashing a powerful Optic blast.

* * *

**Chrysler Building**

Standing on one of the gargoyles overlooking the city was the Red Skull; he had a sick and twisted grin upon his masked face. His smile only widen as he saw his Celestial destroy another building and he saw his Gray Hulks swarming through the city destroying everything their path as well. Behind him were Sin, Crossbones, and the Taksmaster each looking over the city as well.

The Red Skull let out a cackle and he looked down at his feet where Captain America had a clear view of the destruction.

"I have hated that damn Green beast of yours since I first laid eyez on it…..how does it feel to see your ally help with the destruction of your city. I do hope you are getting a good look Rogerz because zhis vill only continue until you admit that I am better zhan you, zhat you no match for zhe might of zhe Red Skull."

"Just kill me and be done with it Schmidt because I'll never say it" he growled back.

The Red Skull's face contorted in anger, he lifted his foot and he placed it on Cap's head and began to apply pressure.

"ERGH!" Cap grunted feeling his mortal enemy stepping on his head.

"You vould like zhat vouldn't you Rogerz" he growled angrily, "For me to end you right here and now…no, zhat vould be too quick. You muzt suffer az I have suffered. Every humiliating defeat by your hands muzt be repaid in full and you're beloved New York is zhe first of many payments. Also if I vere to kill you now zhen I vould never hear you say the words zhat I know to be true"

"You won't win Schmidt…you can be sure of that, The Avengers will find a way to beat you" Cap replied.

"Iz zhat so, vell zhen how about we go and make sure zhat von't happen"

The Red Skull gripped the Cosmic Cube and the five of them disappeared in a swirl of blue.

* * *

**Washington D.C: Outskirts **

Slowly the eyes of Carol Danvers aka Warbird opened and came into focus, the first thing she felt when her senses returned to her was pain, pain that racked her whole body.

"ARGH!" she groaned while attempting to sit up, she managed to rise up into a sitting position through sheer force of will. Warbird looked around to see that she was in an open field somewhere on the outskirts of Washington D.C, but even though she was far away she could still make out the ever imposing Blue Celestial.

"I-I…gotta get back….Avengers"

**KRZZZZ**

"Danvers come in"

Warbird reached up to her ear and touched the communication device in her ear.

"Director Fury, this is Warbird I read you" she replied pain evident in her voice.

"What the hell happened we saw thunder and then a flash of light?"

"Sir…..I don't know, that….Celestial thing punched me now I'm in a field somewhere. I'm heading back now sir"

"NO!" came a loud shout over the line.

"Stark?"

* * *

**White House- Front Lawn**

Still laying motionless on the ground in front of the White House was Iron Man, he had been trying to move but has been unsuccessful at every attempt, but he had discovered that while he couldn't move all of his suit's other function such as the communication system still worked.

"Stark?" came Warbird's voice.

"Yeah it's me, listen, do not come this way, the Red Skull still has the Cube" he said.

"Stark what the hell was that Flash of light…is the President safe?" asked Colonel Fury.

"The Flash of light was Thor….he's dead, the Celestial killed him" he answered solemnly

"Jesus" Warbird commented

"And the President?"

"…..He's dead"

* * *

**Shield Helicarrier **

Colonel Fury hung his head as the news of the President's death came over the line from Iron Man. He balled up his fist in anger and then slammed it down on the armrest of his chair and then he stood up in arm.

"RED FACED SON OF A BITCH!" he roared

No one on the bridge of the Helicarrier made a sound because they were all feeling the same way, the President was dead, murdered by an enemy they had been battling for years. The Red Skull had finally succeeded in dealing them a detrimental blow, one that was sure to drive the whole country into a panic.

Colonel Fury composed himself and turned back to the viewing screen that showed the towering Celestial in the distance.

"Where is the Red Skull now?" the Colonel asked.

"Torturing Steve" Iron Man replied.

"WHAT!" shouted Sharon in a slight panic.

"Not physically…..at least not yet, Red Skull is trying to get Steve to say he lost to him. He's going to torch New York"

"…..That buys us some time" Fury replied sitting back down in his chair and linking his hands together.

"BUYS US TIME! THAT'S ALL YOU'VE GOT TO SAY! THE RED SKULL IS DESTROYING NEW YORK! KILLING CIVILIANS!"

"Think about it Stark, the longer Rogers holds out the more time he gives us to think of a way to get that damn Cube away from the Red Skull"

"And the more lives are lost the longer he holds out" Iron Man stated.

"Look Stark there is no easy way out of this situation…..no matter what we do people are going to die, right now it's about finding a way to beat the Red Skull, did he have any weaknesses"

"…..Not when he has the Cube, you'll have to find a way to distract him and sneak up and take the Cube away but you'll have to get past his motley crew"

"So a distraction, I can do that" Warbird's voice chimed over the line.

"No, Danvers you're a heavy hitter you job is to sneak up behind him and get the Cosmic Cube. Shield will handle the distraction"

"Please tell me you're not going to send your men into the meat grinder Fury" Iron Man asked.

"…"

"THEY'LL BE CANNON FODDER!" he shouted.

"Look Stark it's like you said civilian lives are in danger, I don't like it but it's the only play we got right now" Colonel Fury replied.

"Sir what about Agent Hill?" asked Sharon turning to him "Maybe she's made contact with the Fantastic Four and found a way to take out the Celestial and the Cosmic Cube"

"Patch a line through to her" he stated.

Agent Carter turned to the computer and she began to type several commands into the system. A few seconds passed before Sharon hung her head and turned back to Director Fury.

"No response" she said.

"Put New York on screen"

Several Shield Agents typed into their computers and an image of downtown New York was put up on screen. People running scared, people hurt, buildings being destroyed and set on fire by the Blue Celestial, and even more destruction was being caused by the Gray Hulks.

"My God" Sharon whispered.

"We can't wait on Hill. So here's what we're going to do"

"WAIT!" came a new voice over the Shield line.

"Pym?" Fury questioned with raised eyebrows.

* * *

**White House- Front Lawn**

Giant Man and Wasp were on the ground trying their best to move their bodies just like Iron Man but they were finding no success. While they were on the ground Wasp could hear Iron Man talking to someone and it was at that point that she realized that their communication systems might still be up and that's when she told Giant Man.

The Silver helmet on Giant Man's head while mostly touched based it has the capabilities of being voice activated. So it didn't take long for Giant Man to override the touch commands and swap it out with voice commands.

"Yeah it's me. I have the distraction that you need" he stated.

"What?" asked Colonel Fury

"Ultron" he stated simply.

"OF COURSE!" shouted Iron Man "Pym if I could I'd kiss you, Ultron could distract the Red Skull and his crew long enough for Warbird to get the Cube"

"What the Hell is an Ultron?" asked Colonel Fury.

"A robot that I built" Giant Man replied.

"Hank, are you sure. I don't think Ultron is ready for something like this" came Wasp voice.

"We don't have a choice Jan….."

**FWASH!**

Their conversation was cut short as the Red Skull appeared with Sin, Crossbones, Taskmaster and Captain America.

The Red Skull tossed Captain America to the ground next to Iron Man and he stormed up to the both of them. The Red Skull raised his foot and stomped on Steve's chest.

"YOU VILL SAY IT ROGERZ OR I VILL MAKE YOUR FRIENDS SUFFER FOR YOUR INSOLENCE!" he roared turning his eyes to Iron Man.

The Red Skull held up the Cosmic Cube and he gripped it tightly.

"Show me your worst fears Iron Man HAHAHAHA!

* * *

**Mindscape**

Captain America looked around as he suddenly found himself in a dingy and dim cave full of what looked like missile parts.

"OOOMPH!" came a grunt of pain.

Cap looked over to see his friend and ally Tony Stark tied to a chair while being pummeled upon by two burly Arab looking men. Behind the two men was a bald Arab man dressed in a military gear. He muttered something in a different language and the burly men stopped hitting Tony.

"You will build our weapons for us Tony Stark or this will continue"

Tony looked up at the man and then spit blood at his shoes.

"Very well…..dip him"

The two men undid the biddings and then grabbed the beaten but struggling Tony and lifted him up and dragged him to a barrel full of water and dumped his head inside.

"NO!" shouted Captain America struggling trying to get free, trying to help his friend

"Struggle all you like Captain but you von't get free…..this is your friends vorst knightmare and I zhall make him relieve it over and over again until you say I am better zhan you HAHAHAHAHA!"

* * *

**White House**

"MWAH! AHHHHHHHH!" gurgled/ yelled Iron Man in absolute agony.

"NOOOOOOO!" shouted Captain America struggling on the ground, while the Red Skull stood over the both of them laughing maniacally.

"What's happening Pym?" asked Colonel Fury over the line.

"Nothing good" Giant Man whispered back "Warbird listen to me…get back to the Mansion and use my pad to enter in the code JHPGW0925….it's the activation code for the Ultron units…tell them of the situation and they will do what you say"

* * *

**Washington Outskirts**

"And hurry I don't know how much longer Tony will last" Giant Man whispered to her over the communication line.

Warbird had managed to stand to her feet swaying a bit, still a little woozy from the powerful blow from the Blue Celestial but she pushed that aside. She had a mission to complete and friends to save.

"I will"

"And Danvers while you're there check on Hill and the status of the Fantastic Four"

"Will do sir, I'll be back as soon as I can"

Warbird cut the line and looked up; she pushed off the ground and took to the sky in the direction that would take her back to the Avengers Mansion in New York City.

* * *

**New York- Hell's Kitchen**

"AHHHHHHHHHHHH!" shouted a woman as she fell down to the ground. She tried to crawl away but a Gray Hulk landed in front of her and stared her down with his menacing pupiless white eyes.

"GRAHHHH!" it yelled.

The woman covered her eyes preparing for the inevitable. The Gray Hulk got ready to crush the woman in two but the end of a Billy club that was attached to some wire found its way around his fists.

The Gray Hulk felt the wire and then looked to the left to see Daredevil standing a few feet away attempting to tug on the wire, but the Hulk stood rooted in his spot.

The woman opened her eyes and then looked at Daredevil.

"RUN!" he yelled. She nodded her head and quickly got to her feet and scurried away.

The Gray Hulk snapped the wire around his hand with ease and turned towards Daredevil.

'_Well you got his attention'_ the Man without fear thought to himself dropping his destroyed billy club and pulling out his spare.

"DESTROY!" he growled charging at the scarlet clad vigilante.

* * *

**Harlem**

"SWEET CHRISTMAS!" shouted a tall, muscular, black man that went by the name of Luke Cage. Luke ducked as a car came flying his way courtesy of the Incredible Gray Hulk.

"Well this day is turning out to be a weird one" commented the man next to him. Luke looked to the right to see his best friend and partner Danny Rand aka Iron Fist. Luke and Danny ran a business in Harlem called the Heroes for Hire, it was an agency dedicated to helping stop crime in the neighborhood. The two of them were handling a case when the Gray Hulks appeared out of nowhere and started causing mayhem but it didn't take long for the heroes to spring into action.

"You said it Danny. Although I've always wondered how I'd fair against the Hulk" Luke replied with a smirk slamming his right fist into his left palm in anticipation.

"RAHHHH!" shouted the Hulk charging at the two.

"Looks like you got your wish" Iron Fist replied diving to the side. Luke ran forward to meet his enemy. The Hulk took a swing and Luke ducked under it and came up with a powerful uppercut.

The Gray Hulk stumbled back, he shook his head and then growled, he quickly dash forward reaching out and grabbing Luke by the arm. He lifted Luke up and threw him into a fire hydrant. Luke hit the hydrant and knocked it out of the ground causing a column of water to shoot into the arm.

"LUKE!" shouted Iron Fist. Iron Fist focused his chi and made his right fist glow bright yellow with power. Iron Fist ran forward and delivered a solid blow to the Gray Hulk's chest earning shout of pain. The Hulk took a few steps back doubling over in pain but he wasn't out of the fight, he turned his eyes to Iron Fist and growled angrily. The Gray Hulk straightened up and then slapped his giant hands together unleashing a shockwave of air that blew the green and yellow clad hero back.

* * *

**Greenwich Village**

Several Gray Hulk were roaming the area destroying any and everything in their path. People were running for their lives but some weren't fast enough to escape their wrath. One of the Gray Hulks turned his pupiless white eyes unto a 15yr kid that was trying to run away, the Hulk jammed his fingers into the ground and lifted up a chunk of the ground he let out a growl before launching the piece of earth at the teen.

A shadow formed over the teen and he looked up to see the chunk of land coming directly towards him but right before it hit him a figure swooped down and scooped him up.

The teen looked to see that it was an attractive girl who couldn't have been any older that about 19 or 20 she had medium length pink hair, a slim build and wearing a blue and white costume with a blue sash/belt around her waist.

"W-Who are you?" he asked.

"You can call me Jewel" she replied with a smile while attempting to go in for a landing but as they got ready to land Jewel didn't stop her acceleration and instead of landing gracefully the two went tumbling across the ground. Luckily though Jewel absorbed most of the rough landing and was able to position the civilian to where he landed on top of her.

"Oomph….sorry about that, still getting used to landing part" she said leaning up. The 15yr old kid looked at the position they had landed in and a smile crept along his face.

"I'm not complaining"

"Easy lover boy I think you need to get to safety"

"Right" he said quickly standing up "THANKS!" he shouted running away as fast as he could.

The brand new super-heroine Jewel climbed to her feet and looked at her enemy the Incredible Gray Hulk and the gray behemoth was looking at her and snarling.

"Oh boy, what have I gotten myself into?" she asked under her breath.

"RAHHHHH!" he yelled grabbing a Taxi cab and hurling it at her.

Jewel swallowed hard and then pushed off the ground flying high into the air avoiding the taxi. She looked at the Gray Hulk and then at her fist.

"Well girl you wanted to be a superhero….time to act like it" she said while cokcing her fist back and flying towards the Gray Hulk. The Gray Hulk saw her coming and clapped his hands together. The powerful gust of wind from his attack sent her careening back into a brick wall.

* * *

**BAM!** Went the sound of Jewel hitting the wall and then bouncing off like a rag doll. She was hurt but thanks to her durability she could manage the pain. Jewel let out a groan while rubbing the back of her head.

"Great plan" she sighed to herself.

The Gray Hulk let out another growl before starting his charge. Jewel looked on in slight horror because of how quickly he closed the distance between them but before he could strike her, a voice rang out.

"BONDS OF THE VISHANTI!" came the shout.

Mystical blue light swirled around the charging Gray Hulk and stopped him in his tracks and making him fall to the ground.

A man in an orange cape lowered down in front of Jewel and he turned to her.

"Are you alright?" he asked concern in his voice.

"I'm fine, I have a hard head, who are you?"

"I am Doctor Stephan Strange" he replied to her.

**THUD! THUD! CRASH!**

The two heroes turned to see more Gray Hulks landing and causing trouble. Jewel picked herself up off of the ground and looked at them.

"You need to get to safety miss you are no match for the Hulk" said Doctor Strange.

"Yeah I kinda figured that out for myself. I'll just stick to saving civilians"

"AHHHHHHHHHHHHHH!" screamed several people as one of the Gray Hulks went charging at them.

"Perhaps we can work together then Miss" Doctor Strange offered.

"Fine with me, and my name isn't miss it's Jewel" she said flying forward towards the civilians.

Doctor Strange smiled at her for a second before holding up his hands and allowing them to glow with mystical red energy.

* * *

**Downtown New York**

Spider-Man backflipped out of the path of a punch that was aimed to take his head off, he sprung off his hands and fired a glob of webbing into the eyes of his attacker which was the Gray Hulk.

"So, what are you… X-guys doing here?" he asked rolling to the side as another Gray Hulk tried to grab him from behind.

"Well comrade….we were just returning from another mission…" started Colossus, who was locked in a tussle of strength with a Gray Hulk

"RAHH!" yelled another gray Hulk as it jumped in the air, it came sailing towards Spider-man but right before it reached him Rogue flew in with a lamppost and hit him with all of her might send him flying back.

"And we saw the news in tha blackbird" she finished in her usual southern accent.

"And we being the heroic bunch that we are just couldn't allow that thing to destroy the city" Iceman added firing Ice blast after Ice blast at the Gray Hulks but it bounced off their thick gray skin.

Beast flipped in view and landed a solid punch to the face of the Gray Hulk that Iceman was trying to freeze and he was successful in at least throwing it off balance, the Gray Hulk recovered and swatted beast away but he was able to land nimbly on the ground despite the jarring hit.

"These monstrosities although not being the real Hulk are quite the adversary wouldn't you say"

"I would Dr. McCoy" Spider-Man replied shooting more webs into the face of another Gray Hulk.

"SCREW THESE FAKE HULKS!" yelled Wolverine plunging his adamantium claws into the stomach of the Gray Hulk he was facing, "I wanna know what tha hell is that blue thing?" he continued while dragging his claws upwards, slicing the Gray Hulk in front of him open.

"It's a Celestial" Spider-Man answered jumping high in the air and then sticking to a nearby wall.

"A what?" asked Cyclops while blasting a Gray Hulk in the knee cap with an optic blast, causing the Gray Hulk's leg to buckle.

"A space God with crazy cosmic powers that's under the control of the Red Skull"

"How is he controlling it?" asked Jean floating down next to him.

"The Cosmic Cube, which is basically like the Infinity gems…only it's….you know a cube" Spider-Man replied.

"Great" Cyclops replied, "Jean this is getting us nowhere can you shut down their minds?"

Jean closed her eyes for a second and then reached out to the minds of the Gray Hulks surrounding them but her mental probe didn't last long.

"No, I can't because there is no mind just…..the repetition of the word destroy" she replied.

All of the Gray Hulks in the area looked up and started to run in the direction of Spider-Man, one of them jumped and aimed its fist for the web head but thanks to his agility he jumped out of the way.

"Are you sure there is no conscious thought Jean?" asked Storm shooting lightening at a few of the Hulks on the ground.

"I'm sure" she replied using her telekinesis to toss two Hulks away from her.

"They seemed to be attracted to Spider-Man" came Beast voice, he had been studying their pattern and they always seemed to be heading for Spider-Man unless they were being deterred by one of the X-Men.

"Must be his personality" commented Iceman sliding on an ice slide and freezing one of the Gray Hulks in a block of Ice.

* * *

Spider-Man passed through the legs of an approaching Hulk and then whipped around and sure enough he too began to notice the same pattern that Beast pointed out. The Gray Hulks were fighting everyone but they always seemed to find their way back towards him.

'_Why would..'_ He started but then like a lightening bolt from Storm had struck him he knew why. He glanced down at his utility belt and he saw the clipped Ultimate Nullifier, _'OF COURSE! IDIOT!'_ he thought to himself, "Its not me their after but the Nullifier…..the thing that took out Thanos can take out the Celestial…..that's probably why it attacked the Transport Jet"

"Transport Jet….what are you talking about?" asked Shadowcat

"Look…..just clear me a path out of here and I can deal with the Celestial" Spider-Man replied jumping backwards again.

"You heard him X-Men clear a path. Formation 7" Cyclops commanded.

* * *

Storm heard the command and she flew higher in the air and hovered there, her white cape flowing in the wind.

Down below Iceman formed an Ice slide and he too took the sky. He stood on the edge of his slide and he held out both of his arms. He aimed them downwards where Spider-man was standing and he unleashed a steady stream of ice.

* * *

Spider-Man looked to the left and the right as a wall of ice appeared on both sides of him, the wall continued all the way towards the Gray Hulks almost like he was giving them a path directly towards him, which is exactly what he was doing.

The Gray Hulks saw a direct line to their target and they began to run at him in a straight line.

"THIS IS CLEARING A PATH!" Spider-Man shouted getting ready to jump but he was halted by Jean who landed next to him.

"Don't worry Spider-Man we know what we're doing" she said in a reassuring voice.

Rogue floated down in front of Spider-man and she tensed her whole body.

"No guts no glory" she said before rocketing forward with her fist aimed forward. She tucked her head and barreled in the first Gray Hulk and sunk her fingers into its stomach and used him as a battering ram to knock all of the other Hulks out of the way.

While she did that Jean telekinetically levitated off the ground and she grabbed Spider-man as well and they began to fly along the path and then upwards.

* * *

The Gray Hulks recovered and several of them jumped in the air after the two, but the other X-Men sprung into action.

Storm used her lightening to strike one down, while beast leapt up and grabbed on by the leg throwing it's trajectory off.

Iceman froze one in a block of ice, while Cyclops stood on the ground firing an optic blast. Through their combined efforts they knocked most of the Gray Hulks out of the sky but there was still one left and it was heading directly for Spider-Man and Jean.

"HEY RUSSKIE! FAST BALL SPECIAL!" shouted Wolverine.

Colossus nodded his head and he quickly grabbed Wolverine, Colossus took aim and then spun around and with all of his might he launched Wolverine into the air at the Gray Hulk.

* * *

**In the Air**

Jean was flying in the air dragging Spider-man along with her when a loud growl could be heard coming from behind them. They both turned to see a Gray Hulk upon them but it was then that Wolverine appeared above the Gray Hulk and jammed his adamantium claws into the Hulk's shoulders. The added weight from Wolverine and the pain caused the Gray Hulk to lose focus and altitude and as a result the two began to plummet through the air.

"WOLVERINE!" Spider-Man shouted.

"LOGAN!" Jean shouted.

"I"ll BE FINE!" he yelled back at them as he fell through the air stabbing the Gray Hulk again and again.

"Is he crazy?" asked Spider-Man.

"Debatable" Jean replied turning her eyes away from her falling teammate and to the giant Blue Celestial that was still destroying the city "Logan…..will be alright, you said you can stop this thing"

"Yeah"

"Well you need to do it before anymore lives are lost" she replied.

"Right"

Spider-Man immediately reached down to his belt and he removed the Ultimate Nullifier, he gripped the device and he concentrated. The Nullifier began to glow that familiar deep orange and black hue once again.

* * *

The Blue Celestial turned around when it sensed the Ultimate Nullifier being activated. From its position it could see Spider-Man and Jean rapidly approaching and the unmistakable glow from the Ultimate Nullifier growing bigger.

"**DESTROY!" **its voice boom.

The Blue Celestial raised its hand and unleashed another devastating cosmic beam of energy.

* * *

"FIRE IT NOW SPIDER-MAN!" shouted Jean

"I'M…" he started before the two of them were engulfed by the cosmic beam.

* * *

Spider-Man lowered his hand from his face but still had to squint his eyes from the intense bright light coming from the beam of energy. He could see that he was inside the beam of energy from the Blue Celestial and he could feel the immense pressure but the question running through his mind was why wasn't he dead. Spider-Man didn't have to wonder too long because in front of him he could make out Jean protecting the both of them in a telekinetic bubble.

"AHHHH!" she screamed trying her best but the energy was too intense, "CAN'T…..HOLD IT! AHHHHHHHHHHHH!"

* * *

**Mindscape**

Jean stood in front of a long brick wall that stretched upwards as far as her eyes could see and it stretched the same way horizontally.

**BAM!**

Jean took a step backwards as the brick wall suddenly shook violently.

**BAM! BAM! BAM! **

Jean was afraid now, the brick wall before her kept shaking and shaking like something was trying to force it's way through.

Bricks started to fall off the wall and crash to the ground.

**CRUMBLE! CRASH! CRACK!**

Jean swallowed hard and held out her hands, the fallen bricks rose up and she directed them back towards the spots they had fallen from but her efforts were futile. The more of the brick wall she repaired the more it broke apart.

"No" she whispered trying to double her efforts.

**BAM! BAM! BAM!**

Suddenly, like water bursting through a dam the brick wall exploded in a shower of force.

Jean fell to the ground shielding her eyes from the fiery orange light on the other side.

**THUD! THUD!**

Jean lowered her hands and standing over her was the massive form of the Phoenix.

"**JEAN!" **

"NOOOOOOOOOOOOO!"

* * *

**Real World**

"JEAN!" Spider-Man shouted trying to reach out for her, but suddenly the area around him started to get hot.

Jean's eyes snapped open and they were red and pupiless, her beige and blue outfit change to a form fitting green unitard type outfit with gold colored sleeves, a gold sash around her waist, gold boots and a strange gold symbol that resemble a bird appeared across her chest.

"**I** **AM** **PHOENIX!" **she shouted.

* * *

The Blue Celestial's beam was suddenly overpowered as the giant fiery Phoenix emerged from the beam of energy.

"**LIFE. REBIRTH. DEATH. ACTION. DEFEND" **The Blue Celestial boomed gathering energy around its eyes.

**SCREEECH! **Went the Phoenix as it flew at the Blue Celestial and hit it square in the chest.

* * *

"ARGH!" screamed Spider-Man as he felt the heat from the Phoenix, he could feel part of his costume singeing away. Jean or the Phoenix rather began to fly away and that's went he started to fall through the air. He looked to the right as he saw the Phoenix flying around the Blue Celestial and dosing it with red-orange flames that was obviously causing it pain.

"What the hell?"

'_SPIDER SENSE!' _

A blue beam of energy fired out from the Blue Celestials eyes in an attempt to hit the Phoenix but it missed. Spider-Man twisted and maneuvered his body so that he was in the middle of the eye beams. The beam continued and hit the city below.

**KABOOOOM!**

The Phoenix let out screech before attacking the Blue Celestial again.

'_Gotta disable that thing before it destroys the city'_ he thought to himself holding up the Nullifier and taking aim, _'What about Jean or Phoenix…I hope she knows how to dodge'_

The Ultimate Nullifier glowed a deep orange hue again and out fired a wide beam from the device at the Phoenix and Blue Celestial.

* * *

**X-Men**

"**PHOENIX!" **

**SCREEEEECH!  
**All the X-Men turned and looked to the sky to see the fiery form of the Phoenix.

"Jean" Cyclops whispered.

"Oh no, the Phoenix has manifested itself again" said Storm landing on the ground next to him.

Suddenly a wide orange and black beam emerges and it hits the Blue Celestial dead in the chest but it also strikes the Phoenix as well.

* * *

The orange beam hits the Celestial and the Cosmic being let's a blood curling yells that makes everyone cover their ears in pain.

"**BRRRRRRRRRRRRNNNNNNNNNN! BRNNNNNN!" **

Along with it's screaming the Phoenix is screeching loudly as well, both Cosmic Forces never in their existence feeling such pain.

**SCREEEECH!**

They both thrashed about as the orange and black energy nipped, lashed and sparked all around them illuminating the sky with a variety of colors and then as quickly as the light show was brought on it ceased.

The Blue Celestial glowed blue before it shattered like glass and disappeared into the sky. The fiery orange bird known as the phoenix receded back into the body of Jean Grey and she began to fall through the air.

* * *

"ROGUE GET HER!" shouted Cyclops seeing his fiancé falling. Rogue pushed off the ground and took to the sky.

* * *

The southern beauty quickly flew through the air and she effortlessly caught her friend and teammate.

"Ah gotcha sugah" she said to the unconscious Jean Grey, Rogue looked down at her and her eyes scrunched in slight confusion, "What're you wearing girl"

* * *

**In the Air**

Spider-man lowered his eyes from his face and he saw the destruction of the Blue Celestial and the Phoenix.

"Oooops" he said to himself "I think I destroyed it…I-I-I didn't mean to, I….Spider-Sense"

Spider-Man's spider sense alerted him to the fact that he was still falling through the air, and the ground was becoming closer and closer.

"Time to make an easy landing" he said clipping the ultimate Nullifier to his belt and then holding out his hands.

**CLICK! CLICK!**

"EMPTY! OH NO! AHHHHHHHH" he yelled as he continued to fall, the ground coming closer and closer but before he fell to his death a figure flew into view and caught him.

"GOTCHA!" said Warbird pulling up and back into the air with Spider-Man in tow, "Are you alright?" she asked concern in her voice.

"I'll live….thank you thank you than…..wait, who are you?"

"I'm Warbird" she replied with a smirk.

"Warbird?" Spider-Man questioned staring at her face, he squinted his eyes as he continued to look at her because he recognized her and as soon as he placed her face he recoiled slightly with shock "Oh my god…Agent Danvers"

"I guess Maria was right about the Domino mask" she replied while reaching up to her earpiece, "Maria can you hear me?"

* * *

**Downtown- Heart of Manhattan**

"Loud and clear" Agent Hill responded. She looked a bit worse for wear due the transport jet she was inside crashing but at least she was alive, that's what matters the most. Her Shield uniform was cut and shredded in several places, and she was bleeding from a cut on her forehead and from a cut on her leg but Agent Hill being the person…..the soldier that she was pushed her pain to the side and kept her mind focused on the task at hand, which was to stay alive.

Agent Hill dove to the side as a Gray Hulk came charging at her, the gray behemoth rammed its shoulder into the car behind her sending it tumbling down the street.

"I'm a little….busy at the moment" She said over the line again unloading a few rounds from her weapon despite the fact that all her bullets where doing were making it angrier. The Gray Hulk turned his head around to her and growled menacingly, he geared up for another charge but before he could move a Gray Hulk similar to himself came flying and crashed into him sending him to the ground.

Agent Hill turned to the right to see Ben Grimm stomping into view.

"PICK ON SOMEONE YA OWN SIZE YA BUM!" he shouted slamming his right fight into his left, he then turned to look at the relieved Agent, "You aw'right"

"Yeah, I'll be fine" she replied.

"GRAHHHH!" screamed both of the Gray Hulks at the same time while fighting their way to their feet.

"Look lady you better get outta here you ain't gonna be much help against these guys" said Ben getting ready for a fight.

"I don't run from fights" Agent Hill responded cocking her gun again.

"I can appreciate that but this is outta ya league" he said.

Agent Hill paid him no mind and prepared herself as well, but before anyone could do anything Johnny Storm flew in and he set the Gray Hulks on fire.

"ARGHHHHHH!" they both yelled in pain.

"HEY I HAD THESE GUYS MATCHSTICK!"

"Sure you did twinkle toes" Johnny replied landing beside them but he was still ignited.

"Maria! Come in" came Warbird's voice again.

"What"

"Meet me at the Avengers Mansion a plan is in motion" Warbird replied.

"Alright" she said cutting the conversation, "Hey Storm….I need you to take me to Avengers Mansion right now, it's an emergency"

**THUD! THUD! **

The three of them turned to see two more Gray Hulk's land and the ones that Johnny set on fire had managed to put themselves out and were growling at them angrily.

"No can do lady we got an emergency on our hands here" Johnny replied holding up his hands but both of his hands were grabbed by Ben.

"Take her where she needs to go Johnny I'll take care of these guys" Ben said bravely.

"Are you nuts….it's four against one I'm not leaving you"

"Torch, Go….I got this, and it might be four against one but I'm from Yancy Street, as far as I'm concerned…..it's a fair fight" he said confidently.

Johnny gritted his teeth but ultimately he nodded his head, Ben let him go and stepped forward.

"Come on lady let's go" Johnny called out. Agent Hill wasted no time in running over to him, Johnny extinguished the flames around his upper torso and he scooped her up in his arms, "How much do you weigh?"

"Shut up" Maria snapped.

"Hey Ben!"

Ben glanced behind himself and at his teammate

"I'll be back…..save some for me" said Johnny before turning his head upwards and increasing the fire beneath his feet which in turned took him up and into the sky.

"No promises" Ben said with a smirk on his rocky lips, he turned his blue eyes back onto the four Gray Hulks who were still staring at him, "AW'RIGHT COME ON YA BUMS! IT'S CLOBBERIN TIME!" Ben roared before charging at the four of them.

* * *

**Avengers Mansion**

Warbird and Spider-Man landed on the front lawn of the Avengers Mansion.

"And so that's the plan and the reason why I'm here" Warbird said rapidly walking towards the front door. Spider-Man followed behind her while changing web cartridges on his web-shooters.

"Create a distraction long enough for you to get the Cube away from the Red Skull. You're going to need my help"

"What makes you say that?" she asked turning to him.

"Because I have the Ultimate Nullifier" He replied holding it up "The Cube is Cosmic and this thing has been known to take out Cosmic entities…remember Galactus" he finished.

Warbird looked at him and then at the Nullifier, she bit her lip for a second before she nodded her head in agreement.

"Alright, but just take out the Cube….and that's it, I'll handle the rest"

"What do you mean?" he asked.

"Look kid the Red Skull is…." She started.

"What, dangerous, like I don't know that already and don't call me kid. Not unless you want to call yourself one too what are you like 5 years older than me"

"More like 7"

"Big difference" he said sarcastically "Need I remind you of the first time I ran into you Shield guys I had to fight the Red Skull and his flunkies by myself and If I remember correctly I held my own then" He said folding his across his chest.

"Things have changed" she replied stepping towards him.

"No they haven't" he replied in a challenging tone.

The two were interrupted by the timely arrival of Johnny Storm and Maria Hill, they both turned to see them land on the front lawn and rush towards them. Upon laying her eyes on Spider-Man Maria gritted her teeth.

"HEY! WHAT HAPPENED TO NOT KILLING THE CELESTIAL!" she roared jamming her finger into his chest.

"Relax Maria, he didn't kill the real Celestial" Warbird said.

"What?" she question.

"I just saw the Real Celestial which is back in D.C. with the Red Skull, that one must've been a copy or something" Warbird reasoned.

"Maybe it transported here or something like it did before in the Alps" Maria threw out.

"Not likely…and besides do you really think the Red Skull would allow the real all powerful Celestial away from his side?" Warbird asked.

Agent Hill mulled over the question for a second before folding her arms across her chest.

"No he wouldn't" she answered finally.

"I'll take that apology now" said Spider-Man.

"As if I'd apologize to a vigilante" Agent Hill responded.

"People we have more pressing matters to attend to like I don't know saving the Country from a lunatic" Warbird interjected between the two.

"Not just the country but the Galaxy" Spider-Man, Agent Hill, and Johnny said at the same time.

"Creepy, and what do you mean Galaxy" Warbird replied

**THUD! THUD! THUD! THUD!**

They all turned to see several Gray Hulk's land on the lawn and start to charge.

"CRAP! MANSION ACTIVATE SECURITY MESSURE WARBIRD 0015 TARGET THE HULK!"

"**SECURITY MEASURES ACTIVATED!" **

Machine gun turrets emerged from the lawn and targeted the Gray Hulk's and opened fire.

The Hulk's shielded themselves from the high caliber bullets that did nothing but bounce off their gray skin.

"COME ON WE HAVE TO ACTIVATE ULTRON!" shouted Warbird dashing into the Mansion.

"What the hell is an Ultron?" asked Agent Hill.

"A Robot, NOW GO! JOHNNY AND I WILL DISTRACT THEM!" shouted Spider-Man shoving her inside the Mansion. He fired a web at the door and pulled it closed.

"Do try to keep up webs….FLAME ON!"

Johnny ignited and he flew at the Gray Hulks unleashed streams of fire at the one closest to him.

"Keep up?" Spider-Man questioned before jumping into the fray. He flipped onto the arm of the Gray Hulk that tried to punch him. He shot some webs into the eyes of the Gray Hulk blinding him, the wall-crawler then crawled all around the struggling Hulk covering him webbing trying to slow him down but the more web he poured onto the Hulk the more the Hulk ripped off.

Spider-Man sprung off the Gray Hulk and landed on the ground, but he had to roll out of the way of another Hulk trying to slam his mighty fist down upon him. He fired several web balls but it only made the Gray Hulk angrier. In a surprise show of speed the Gray Hulk lifted its right fist and back handed Spider-man.

Spider-man went flying and crashed through the window of the Avengers Mansion.

* * *

**Inside the Mansion**

"Ugh….that…hurt" he groaned.

**SMASH!**

Spider-man lifted head to the Gray Hulk bursting through the wall and enter the Mansion, its pupiless eyes locked onto Spider-man and the Nullifier attached to his waist.

"RAHH!" he yelled jumping in the air.

Spider-man raised both of his hands and fired two web lines and pulled himself to safety right as the Gray Hulk came down with a powerful stomp that caved in the wooden floor and rattled the entire mansion.

**BAM!**

* * *

**Down Below- Workout Room**

Warbird and Agent Hill entered the workout room and had to brace themselves because of the whole Mansion shaking violently.

"Geez" commented Agent Hill looking up "They won't last very long against those Hulks"

"I know but look there's Ultron"

Agent Danvers turned her attention to the Robot on the other end of the workout room hitting a machine.

"That's Ultron?"

"Dr. Pym has been a busy bee" Warbird said looking at the robot and then down at the ground. Her eyes lit up as she saw the control pad on the ground, "Come On"

The two women ran towards the Robot and Warbird scooped up the pad. Ultron stopped hitting the machine and he turned to the two.

"Hello Carol Danvers. Hello Maria Hill." Ultron said politely.

"What the hell are you?" Agent Hill asked.

"I am a…"

"Later. Listen to me very carefully Ultron. Dr. Pym is in trouble"

"How can I be of service to help Dr. Pym and Janet" Ultron replied.

Warbird looked at the control pad in her hands and her eyes landed on the symbol that said Ultron Units. She touched the symbol and a passcode box appeared, she entered in the code and then looked up at Ultron.

**DEET! DEET! DEET!**

"Ultron Units Activated"

**RUMBLE! RUMBLE! RUMBLE!**

Warbird and Agent Hill turned their heads to the right as a whole section of the floor sunk into the ground like a ramp. From the ramp out stepped 4 rows of robots with an identical build and face as the Ultron Unit standing next to Warbird and Agent Hill. Ultron stepped away from the two women and went to stand in front of the other Ultrons, he looked at them all for a second before turning around to face the two women again.

"Pym has been a very busy bee indeed" Agent Hill whispered staring at all of the Ultrons.

"What would you like for us to do Carol Danvers?"

"Help me save my team"

* * *

**Outside**

"OOMPH!" went Johnny as crashed to the ground burning the grass beneath him in the process, "SONUVA BIT.." he started before having to take to the air again so the Gray Hulk he was fighting didn't crush him with its foot.

The Gun turrets were still firing but they weren't doing anything against the Hulk's thick skin. The second Gray Hulk grabbed one of the turrets and ripped it out of the ground and threw it at Johnny who managed to swerve out of the way.  
He turned to the offender and unleashed more of his fire upon him.

"AHHHH! OOOMPH!" came the shout and then grunted of pain from Spider-man as he hit the grass.

"SPIDEY!" shouted the Human Torch but the moment his eyes left his enemy that's when he decided to jump into the air and swat him out of the sky. Johnny went spiraling to a spot on the ground right next to Spider-man. As soon as he it the ground his flames extinguished and he let out a groan of pain.

"You still alive Torch?"

"Barely"

**THUD! THUD! THUD!**

Both heroes looked up to see their respective Hulks approaching them ready to finish the job.

"Hoo-boy, looks like this….might be the end web head" said Johnny staring at the two Hulk's approaching him.

"Yeah, looks that way" Spider-Man groaned back looking at the Hulk approaching him.

"Just so you know Spidey, I think you're kinda…..sorta….. Amazing"

Spider-man turned to look at him and the two caught each other's eyes.

"Thanks"

"You're welcome, but you still suck compared to me though"

The two young heroes stared at each other for a second before letting out a chuckle.

"RAHHHH!"

"Here they come" said Johnny.

Before the three Gray Hulks could reach the downed heroes all three of them were rammed and knocked to the side by three identical looking robots.

**SMASH! SMASH! SMASH!**

Spider-Man and the Human Torch turned to look at the Avengers Mansion and bursting from the roof and hovering in the air were dozens more of the same identical looking Robot.

**SMASH! **

From the roof this time out flew Warbird hovering ahead of the Ultron Units.

"GIVE EM HELL!" she shouted pointing in the direction of the city. Several of the Ultron Robots behind her leaned forward and flew directly into Manhattan.

Warbird looked down at the ground and she flew towards Spider-man and quickly grabbed him and took to the sky with the remaining Ultron Robots flying behind her. Johnny watched them fly away and he let a scowl cross his face.

"Great, so he gets an express ride from the hot blonde in black while I'm still down here on the ground, I hate that guy"

"STORM!"

Johnny turned to the sound of his name being called a he saw Agent Hill running from out of the Mansion cocking her weapon.

"You throwing in the towel?" she asked.

"Hell no, just catching my second wind"

"Good, because we got a city to save"

"FLAME ON!"

* * *

**Asgard**

Slowly, ever so slowly the eyes of Thor began to part and he began to awaken. The God of Thunder took in a few deep breaths as his eyes came into focus and he became aware of his surroundings. He was facing upwards so his eyes zeroed in on the golden ceiling above him, he looked to the right and he saw his beaten, burned and cracked armor laying across a golden chair. He turned to the left to see a beautiful face that he recognized as step-mother Frigga sitting in a golden chair beside his bed.

Frigga was the Asgardian Queen, wife to the mighty Odin. The Queen was about 5'11, with white hair, blue eyes, and fair skin. Age wise she was very old but thanks to her Asagardian heritage she appeared to be a woman in her mid fifties, she was wearing a beige dress and it showed off her lean build.

"Mother"

Frigga's eyes opened and a smile formed over her face as she saw that her son was alive.

"Thor, thank the all-father that you are alive!" she exclaimed leaning in her seat and placing her hand on his bandaged head.

Thor grunted at the feel of her hand on his head but he pushed it aside and began to sit up in his bed. He looked down and saw several burns along his body as well as a few more bandages, he looked around some more and he recognized that he was in his room in the Agardian Castle.

"What happened?"

"Odin saved you from the Celestial"

**CLICK! CREAK!**  
Thor and Frigga turned to the door on the far side of the room, it opened and in stepped **Odin; **the All-Father, The Ruler of Asgard and the Father of Thor and Loki.

Odin stood at 6'9 with long white hair, one blue eye; his right eye was missing, a tan complexion and a long white beard. Odin had a powerful muscular frame similar to the one his son possessed and it was covered by magical golden armor.

"Father"

"My Son" Odin said while walking towards the bed and stopping at the foot.

"How did you save me, I was sure the Celestial had killed me"

"I ordered Heimdall to retrieve you just as the Celestial's beam hit you" Odin replied, "Now hush and rest my son"

"I cannot, my allies are in trouble" Thor said grabbing the covers and tossing them off of his body.

"Put them from your mind my son the earth is doomed" Odin replied holding his head down slightly.

"Doomed"

"Yes, the Celestial on earth now is nothing but an infant, but one Celestial will bring more Celestials and they will bring….the Four"

"The Four" Thor repeated.

"**Arishem the Judge, Eson the Searcher, the Dreaming Celestial, and Jemiah the Analyzer. **The Four Celestials that preside over all of the others, just one of them has the power to destroy Asgard and that is something I cannot allow, so you will stay here"

"No I will not Father"

"Remember who you are talking to Thor" Odin said narrowing his eye, "I have made a command and you will honor it"

"But Father…"

"No my son. I have faced these Celestials before and lost. You've read of my tales, I tried to protect Earth from them a millennia ago and failed. They would have destroyed Asgard if I had not promised to never interfere with them again"

"All Father I know what you are saying, but this is different. This is not the Celestials coming to interfere with earth. This is a villain who has managed to gain control of one Celestial and is using its power to destroy and kill. I can not let him do that"

Odin looked at his son and the determined look upon his face.

"My command still stands, you are not to interfere with the Celestial. Your King has spoken now rest and regain your strength" Odin said before turning and making his way towards the door and out of the room.

Thor let out a growl and stood up from his bed despite protest form him body.

"What are you doing?" asked Frigga looking at her step-son limping over to his singed armor.

"I am going back to earth" he stated.

"You heard your father he forbade it"

"Mother I made a vow that the earth would always be under my protection. A wise man once told me that the one thing that separates Agard and Asgardians from all the other realms is that we always keep our vows….we always keep our promises."

"Thor, I understand what you're saying but you must understand that you barely survived the last encounter with the Celestial, if you face it again you will surely die this time and I as your mother can not bear the thought of losing you" Frigga replied standing up from her seat and walking over to her step-son.

"I known mother but, I can not allow my friends to perish all alone. If the earth is doomed, I shall be doomed with it. I don't care how powerful the Celestial is I will not run and I will not stay here and do nothing. Not when I know the heroes of earth will fight to their last breath"

* * *

**Earth- Manhattan**

Ben delivered a powerful haymaker to the face of the Gray Hulk in front of him but another took its place and slugged him across the jaw sending him crashing to the ground. Some tiny rocks dropped from Ben's chin but he was otherwise alright. During his time fighting with the four Gray Hulks two more had appeared totaling the number to 6 against one.

Ben stood up again and he faced the 6 Gray Hulks.

"COME ON THAT'S ALL YA GOT!" he shouted.

The Gray Hulk's began a charge but it was then that six Ultron Robots flew down and punched the Hulk's in the chin at the same time.

"What the Heck?"

The Gray Hulk's recovered and tried to hit the Ultron robots but most of them managed to get out of the way. Two of the Gray Hulks managed to grab two of the Ultron Robots. They each ripped the robots in half and tossed the remains to the ground and stomped, crushing them in the process.

**DEET! DEET! DEET! **

"Ultron 56 and Ultron 35 have been destroyed. Adjusting strength output and adjusting speed. Adjustments added and applied to remaining Ultrons" The robots said at the same time.

The Gray Hulks looked up at the hovering Ultrons and jumped. The Ultrons saw him coming and quickly flew out of their reach. They flew downwards weaving through the Hulk's defense and they each delivered a powerful punch that lifted each of the Gray Hulks off of the ground.

"Okay" said Ben looking at the Robots, "Another one of Reed's inventions maybe. I'm not complaining"

**THUD! **

He turned to see another Gray Hulk land on the ground; he cracked his rock like fist and then charged at the Gray Hulk.

* * *

**X-men**

The X-Men were spread out all over fighting the never ending supply of Gray Hulks, they were doing their best but the Gray Hulks had the strength of the real Hulk and they were beginning to be overwhelmed.

Rogue punched a Hulk in the jaw but he recovered quickly and responded with a hard back fist that sent her flying back.

Storm flew in and managed to catch Rogue before she crashed into anything.

"Ugh, what day is it?" Rogue asked shaking her head.

"Are you alright Rogue"

"I will be just gimme a sec.." she replied.

"HEY WE COULD USE SOME HELP OVER HERE!" shouted Iceman throwing up an Ice shield in front of himself and Beast but it was destroyed by a single punch from the Gray Hulk.

Rogue broke away from Storm and the two X-Women looked at each other before flying down to help their teammates.

* * *

"DESTROY!" yelled a Gray Hulk as he slammed his fist down onto the ground causing a shockwave that threw Cyclops, Kitty, and Colossus off of their feet. Cyclops from on the ground fired an Optic blast that nailed the Gray Hulk in the face but it only pissed him off even more.

The Gray Hulk grabbed a chunk of the uprooted asphalt and tossed it like a frisbee at Cyclops. The X-Leader lined up the chunk of asphalt in his sights but before he could blast it to bits two Ultron robots swooped down and caught it and tossed it back at the Gray Hulk who cocked his fist knocked the asphalt away from him.

Several more Ultron Robots landed on the ground surrounding the Gray Hulk on all sides. They each held their hands up and unleashed electricity that hit the Gray Hulk full on.

"Where did the Robots come from?" asked Kitty sitting up,

"New Sentinels?" Colossus questioned while rubbing his metal head.

"No they're not Sentinels, if they were they'd be attacking us" Cyclops reasoned.

"Maybe they will after they stop these Hulks from destroying the city" Kitty replied turning to Cyclops.

**THUD! THUD! **

The two turned to see more Hulks landing in the area.

"For now they're on our side and helping us. So the enemy of our enemy is our friend" Cyclops replied firing another optic blast at a Gray Hulk. He reached up and hit the X on his shoulder "X-Men we got some help in the form of Robots, but stay sharp we don't know where these Robots came from but they seem to be our side for now, but don't drop your guard"

* * *

**Baxter Building**

Susan Storm stared out over the smoking city; she could see the destruction at the Gray Hulks destroying everything in sight.

"Reed it's chaos out there we have to hurry" she said turning back to her husband and rushing back into the lab.

"Sue we're working as fast as we can, but to build such a device in short span of time is very dangerous especially when we don't know exactly how far away to send the Celestial" he replied.

Reed was standing in front of a large machine and he was making a few adjustments. His right arm was stretched to the right screwing in a few screws, his left arm was stretched upwards adjusting a few dials and his head was stretched over to the main computer going over the equation he had entered into the system.

"How much longer is it going to take?" she asked

"I don't know…maybe another 30 minutes" he replied turning to her.

"I don't think the city will last that long"

* * *

**Washington DC: White House**

The Red Skull was in the Oval Office sitting in the Presidents chair, on the desk was the Cosmic Cube glowing vibrantly as usual. He swung around in the chair and faced Captain America, Giant Man, Wasp, and Iron Man each of whom were on their knees wrapped in chains.

"Rogers you're just making zhis harder on yourself" he said placing his hand on the Cosmic Cube. The chains around the heroes glowed blue before delivering a powerful electric shock to each of them.

**KRZZZZZZZZZZZ KRZZZZZZZZZZZZZZZ**

"AHHHHHHHHHHHHHHHHH!" they each yelled at the top of their lungs.

"HAHAHAHAHAHAHAHAHA!" The Red Skull laughed evilly. He stopped the charge and revealed in the sight of their pain, "Now vhat do you zay Rogerz"

"I…..say…..F…."

**KRZZZZZZZZZZZZZZZZZ**

"ARGHHHHHHHHHH!"

"SAY IT!" roared the Red Skull intensifying the charge.

"**WARNING! DUPLICATION DESTROYED! POWER PRIMORDIAL DETECTED!" **said the Blue Celestial.

The electric charge stopped and the Red Skull whipped around, he gripped the Cube and then disappeared in a flash of blue.

* * *

**Outside**

The Red Skull appeared on the shoulder of the Blue Celestial.

"Vhat did you say?" he asked holding up the Cube.

"**DUPLICATION DESTROYED! POWER PRIMORDIAL DETECTED!" **

"Vhat Is this Power Primordial?"

"**Creation and Destruction" **

"Really"

**KABOOOM! **

The Red Skull looked down to see an explosion on the knee cap of the Blue Celestial; he looked across the way to see more military tanks arriving on the scene. He looked up to see more F 16's in the air circling around the Celestial.

"Fools" the Red Skull said shaking his head.

* * *

**Shield Helicarrier**

"DIRECTOR FURY WE HAVE F 16'S ENGAGING THE CELESTIAL AS WELL AS TANKS!"

"WHAT!" he shouted standing up "On Screen"

Sharon pressed a few buttons and the screen zoomed in on the tanks firing upon the Celestial and the F 16's in the air.

"Who the hell is in command?" Fury asked "I said everyone stand down"

* * *

**Down Below**

"FIRE EVERYTHING!" shouted General Thunderbolt Ross. He was sporting a few cuts and bruises and his uniform was torn but he was alive. As soon as he had awoken he got back onto his radio and ordered more back up.

* * *

"Destroy zhem" he said to the Blue Celestial. The Skull then held up the Cosmic Cube and he looked into the vibrant blue energy.

"Bring me zhis Power Primordial vith zhe power to destroy a Celestial"

* * *

**Shield Helicarrier**

Everyone on the Bridge stared at the screen watching as Dark blue energy fired from the Blue Celestial's eyes incinerating the tanks firing at it from below.

"GOD DAMN IT! GET DANVERS ON THE LINE!"

* * *

**In the Air**

Warbird with Spider-Man in tow flew at top speed through the air, behind her were about 50 Ultron robots flying just as quickly thanks to the boosters in the soles of their feet.

**KRZZZ**

"DANVERS COME IN!" came Colonel Fury's voice in her ear piece. Warbird carefully reached up and tapped the earpiece.

"I read you"

"Did you succeed?"

"Yes sir, I retrieved the Ultron Units and I'm on the way, I made contact with Agent Hill but…..I didn't receive an answer about the Fantastic Four"

"WHY NOT!"

"Sir I…." she started before being interrupted by Spider-Man.

"I saw the tape that Agent Hill had. The Celestial came through a wormhole through space and Dr. Richards is currently working on a way to send it back through the same wormhole"

"Was that Spider-Man?" asked Colonel Fury.

"Yes" Warbird replied

"What the hell is he doing with you?" Colonel Fury demanded.

"….He has the Ultimate Nullifier" Warbird answered "And he's the only one to successfully use it. The Cube is Cosmic, two birds with one stone maybe"

"….Fine"

'_Spider Sense' _

Spider-Man looked down at his belt to see the Ultimate Nullifier vanish in a swirl of blue.

"NO!" he shouted grabbing at the spot on his waist.

"What?" Warbird questioned.

"THE NULLIFIER IS GONE!"

"DID YOU DROP IT!"

"NO IT VANISHED!" Spider-Man exclaimed frantically.

* * *

**Shield Helicarrier **

"The Nullifier vanished?" question Colonel Fury hearing the two of the on the line. He put a hand to his face and rubbed his eye in frustration, "Vanished into thin air right when we're about to stage an assault….well that can only mean one thing….THE RED SKULL HAS THE GODDAMN NULLIFIER!"

* * *

**The Blue Celestial**

The Ultimate Nullifier appeared in the left hand of the Red Skull, he lifted the device to his face and he studied the odd shape of it for a second.

"Zhis is vhat vas used to destroy zhe duplicate"

* * *

**Helicarrier**

"Danvers…..correct me if I'm wrong but, in your report to me about the Nullifier after the Kree-Skrull War didn't you say that this Watcher guy told you that the Nullifier if not used properly has the ability to destroy us all?" Colonel Fury asked still rubbing his eye in frustration.

"Yes sir" Warbird replied

"…..how far away are you"

"8 minutes out"

"That's too long…..the Red Skull now has The Cosmic Cube, A Celestial, and now he has the Nullifier…..DITCH THE DAMN KID DANVERS! HE SHOULDN'T EVEN BE THERE IN THE FIRST PLACE! STICK TO THE ORIGINAL PLAN!" he shouted before giving the signal to cut the line.

Fury released another sigh before turning to the left and right letting his eye roam across the faces of his subordinates.

"Carter patch me through to PA System" he stated.

Agent Carter nodded her head before flipping a switch and pressing a button and then turning back to him.

"Your live director"

"This is Colonel Nick Fury, I want everyone's attention. The Red Skull has succeeded in becoming the most powerful force on the earth at the current moment. He's in possession of three artifacts that can kill all of us in an instant. He's defeated the Avengers and killed dozens of people including the President of the United States. But despite all of that we have a plan in the works to defeat him but….the plan is about 8 minutes away. 8 minutes that we can not afford, so in an effort to stall for time…..I'm going to take the Helicarrier further in land and engage him head on. Obviously this is a suicide mission but there is no other option…..at least for me. All of you however, do have an option, use the escape pods to evacuate this Helicarrier and get to safety. I won't hold anything against any of you who want to leave. It has been an honor serving with each and every one of you. If this is the end I hope that in the next life I get serve with all of you again. Colonel Fury out"

Agent Carter cut the PA system and looked at Director Fury. He sat down in his seat and he hit a button on the right side of his chair.

**ERRRR ERRRRR ERRR ERRRRRR** went a loud sound. All of the light shut off and red lights flipped on.

"EVACUATE! EVACUATE!" a voice came over the PA system.

"Carter how many are evacuating?" he asked.

"None sir, all escape pods are accounted for" she replied

"Give it another few seconds" he said linking his hands together.

"Sir, we all know once you give the word for evacuation that means immediately, if no escape pods have launched by now that means no one is leaving. We're all going to see this through. If you die….we die" she replied staring him in the eyes.

Colonel Fury smirked and leaned forward in his seat.

"Well then…..let's tempt fate"

* * *

**Pennsylvania **

"YOU'RE LEAVING ME HERE!" shouted Spider-man in shock. Warbird and the Ultron Units had landed in an open field somewhere in Pennsylvania.

"Look I'm sorry but its Colonel Fury's Orders" she replied

"OH COME ON! YOU KNOW YOU NEED MY HELP!" he shouted back at her.

"Are you saying that I can't do this?" Warbird asked with slightly narrowed eyes "Are you saying that I'm incompetent"

"You know that's not what I'm saying, I'm saying that you can't do this on your own on and you know it"

"You see that's where you're wrong I can do this and I'm not alone, I have Ultron" she replied.

"Really? Are you really gonna trust Skynet over me? The guy that saved your life 2 or 3 times already"

"Look this is a Avengers and Shield Mission okay, we're trained to handle stuff like this and I just don't feel comfortable marching a civilian into certain death…scratch that, a civilian that still needs his guardians' signature into certain death"

"That's a low blow and you certainly didn't need my guardian's signature during the Kree-Skrull War"

"That was different. Last time I didn't have a choice you were the one with the powers who could make a difference but now I have powers of my own and I'm choosing not to endanger a civilian. You see…DIFFERENT"

"No it isn't different, granted you do have powers now but…..the World is coming to an end, you're gonna need all the help you can get" He said.

"I think you helped enough, because of you the Red Skull now has the Ultimate Nullifier"

"That wasn't my fault. And you know something you're starting to sound a lot like Agent Hill"

"I'll take that as a compliment"

"It wasn't meant to be one" he snapped back

"The Skull has the Nullifier now and are you sure it wasn't your fault, didn't the Watcher say that the Ultimate Nullifier can be felt by all Cosmic Beings, you used it and maybe the Celestial sensed it and told the Red Skull"

"That's a stretch, and even if that is true it's still not my fault. That's just….that's just bad luck" Spider-Man retorted throwing his hands up.

"Look I'm wasting time arguing with you, just stay here and I'll be back for you" Warbird said pushing off of the ground.

"OH YEAH AND WHAT IF YOU DON'T COME BACK!"

"Pray that I do"

"AGENT DANVERS DON'T DO THIS!"

"I'm not an Agent Danvers anymore…I'm Warbird" she replied before rocketing upwards and into the sky.

"WARBIRD!" Spider-Man shouted, before turning to the Ultron Robots. The boosters in their feet roared to life and they started to fly upwards. Spider-man ran after them and he took a mighty leap in the air and fired a web. His web line flew as far as it could but it was out of range. The Ultron Robots flew higher and higher until they were out of sight.

Spider-Man let out a growl while kicking up some dirt with his foot. The wall-crawler looked to the left and to the right and he didn't see a soul in sight, he released a frustrated sigh and then folded his arms across his chest.

"Well…..Sh**"

* * *

**End Chapter: Read and Review: Hey Readers it's me Nomad88 back again with the closing comments. ARGH! I know this was supposed to be the conclusion but I made the call to break it up again just so the chapter doesn't feel like it's dragging on which it kinda did to me a little bit if I were to continue, so like I said I had to break it up. WHEW! A lot of stuff happened in this chapter, most of it was action that I hope was Epic to the third degree. If I had to sum this chapter up I would say that this is the chapter where all of the other heroes respond to the Red Skulls recent Power upgrade which is what I said would happen this chapter, so the next chapter is all about the actual confrontation. It's been leading up to this point all the pieces are set for an Epic showdown, trust me this isn't something you want to miss. I also hope that everyone enjoyed the cameos from the other heroes that are roaming around New York, from Luke Cage and Iron Fist to Jewel to Daredevil and Doctor Strange, and you readers also saw the return of the X-Men and the Fantastic Four which I know a lot of you were dying to see. I Know I didn't spend a lot of time on them and that's because at the heart of this arc/Event I think is a Spider-man and Avengers story and you'll see more of that and their interaction in the next chapter. Anyway I hope everyone was in character and captured well, because the next chapter is the conclusion and what I'll probably do is combined the aftermath with the next chapter as well. My loyal readers if you have any questions for me or comments leave it in the review or send me a PM Message and I'll get back to you ASAP, again please Review and I'll see you fans next time this is Nomad88 saying Later…**

**Ps: I saw the Amazing Spider-Man this past weekend….and just as I thought….IT WAS EPIC! GAH! THE MOVIE WAS AMAZING! HAHA! MAD PROPS TO ALL THE ACTORS AND ACTRESS INVOLVED! It started off a bit slow but hey it's an origin movie all origin movies start off slow but once the meat of the story got going it was an incredible ride. I like many people were concerned about the Lizard's design and I have to say that I take back what I said and thought, I rather like that they went with the Steve Ditko design instead of the snout design that so many of us are used to and plus since Connors didn't die (Sorry for the small spoiler) it kinda leaves room for a sequel and the Lizard's evolution so he may still develop that snout. Now I'm pretty sure that everyone is speculating on the End Credits and you are not alone. I myself am still pondering that scene, the fact the guy disappeared the way he did should narrow the choices down but even then most of the enemies are supernatural and I don't think that's the route they're going with this version of Spider-Man so that only leaves me with a few choices. My first guess is…..Mysterio, the master of illusion, maybe they've tweaked his background a bit or maybe they're utilizing the Ultimate version of Mysterio. Anyway I'm open to discuss it just send me a PM and I'll get back to you, this is me saying Later…..**

**Next up: The Red Skull Unleashed part 4**


	62. The Red Skull Unleashed part 4

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey people it's me Nomad88 back again with another chapter. As I said last chapter this should be the final chapter in this epic event so I'll keep the talking to a minimum. Before I go though I would just like to say Read, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 54: The Red Skull Unleashed part 4**

**Pennsylvania- About 6 minutes later**

Spider-Man sat on an old tire in the middle of a grassy open field; he looked up and stared at the welcome to Pennsylvania sign for what seemed like the 100th time and he released a sigh of frustration.

"THIS SUCKS!" he shouted while lifting his head up. After being ditched by Warbird he tried to see how far he could get by running, but he quickly learned that that idea would get him no where fast, so now he found himself on the side of the road waiting for a car or someone in a vehicle to come by but in the last few minutes or so not one car has drove past his position.

"I can not believe she left me here….endangering a civilian, give me a break" Spider-man commented to himself still looking up towards the sky, "She is going to need my help she can't do this on her own, or maybe that's just my ego talking"

**VROOM!**

"That sounded like….."

Spider-Man lowered his head to and looked to the right to see a guy on a motorcycle heading in his direction. He quickly jumped up from the old tire and ran towards the road.

"HEY! HEY! STOP!" he shouted trying to wave the motorcycle down.

The man on the vehicle saw Spider-man but he didn't stop, he revved up the bike and doubled his speed, kicking up dust in the process.

* * *

The man on the motorcycle was none other than Johnny Blaze. Johnny looked at Spider-Man in his rear view mirror and raised an eyebrow.

"Is that? Nah, get a grip Blaze, that's not the real Spider-Man guy, doesn't he swing around New York. That's probably some mental case in a cheap costume that escaped from the ward. You got bigger fish to fry…like finding that rat bastard Mephisto and getting your soul back"

Johnny revved up his bike again drove even faster down the long stretch of road.

* * *

"_cough….cough…..cough_….Great" Spider-man said fanning the dust away from him, "Okay God….now what?"

"Patience is a virtue my dear boy and you need to learn a little bit of it" came a feminine ethereal voice from every direction.

"What the Hell?" Spider-Man questioned looking around "God?"

"No, I'm not God Spider-Man" came the same voice but only this time it was right behind him.

Spider-Man whipped around to see an elderly woman in a red and black dress with a spider pattern all over it, with silver slicked back hair and a bandanna cover her eyes, but the strangest thing about the woman was that she was sitting comfortably in a webbed like throne chair with her hands linked together.

"Who the heck are you?"

"You may call me Madame Web and I am the teller of fortunes"

"Madame Web, the teller of fortunes" Spider-Man repeated "Okay"

Spider-man tilted his head to the side and studied the woman before him for a long second, there was something about her….something familiar, like they had met before but for the life of him he couldn't remember where.

"Okay Madame Web, where did you come from…..I think I would've seen a…character like you walking up especially with a throne like that"

"A very complicated question but where I come from and how I got here are the most irrelevant questions you could ask." She replied.

Spider-man scrunched his eyes up for a second, staring hard at the mysterious Madame Web.

"Think young man think" she said softly 'staring' at him.

"….Why are you here?"

"That is the correct question" she replied waving her hand and producing a tarot card in a swirl of red mist. The tarot card floated towards Spider-Man and he grabbed it out of the air. He flipped it over and looked at the picture on the other side. It was a picture of an Angel like being guiding a small child across a river.

"What is this?" he asked looking at her.

"The answer to your question"

"Look lady can you just tell me why you're hear I do have time to look at Trading cards" he snapped letting go of the card but the tarot card disappeared and re-appeared in Madame Web's hand.

"As I said before…patience" she said shaking her head "This card Peter Parker is the card of the guardian angel"

"Guardian Angel?" he questioned before folding his arms across his chest "You're my Guardian Angel"

"Something like that yes" she said with a smile.

"Wait…you knew my name. How did you know my name?" he asked suddenly realizing that she called him Peter Parker instead of Spider-Man.

"Patience…"

"Enough with the patience already"

Madame Web shifted in her webbed throne and lowered her hands.

"All the answers you seek Spider-Man will be answered in time, but that time is not now. I am here to help you. An unforeseen event has arisen, this Red Skull was not meant to wield the power he has acquired and if left unchecked he will be the destruction of all of us. You must be there to help tip the scales"

"That's what I tried to tell Warbird but she wouldn't listen. So how are you going to help me Madame Web my….. Guardian angel"

"I'm going to transport you to Washington D.C." she replied.

"You can do that?"

"I can, I've recently been able to do many things I was not able to do before" she answered a bit cryptically, "Among my new abilities besides transportation, is the ability to erase memories which is what I'll have to do to you once you reach Washington"

"WHAT!" shouted Spider-Man holding up his hands ready to fire a web.

"As I said young man all the answers you seek will come in time but until that time, I must remain in the shadows and you must remain unaware" she replied holding up her hand.

Red mist swirled around the wall crawler until it consumed him and made him disappear. Madame Webb linked her hands together again and let a smile grace her lips.

"Don't worry, we will meet again" she said softly before she too disappeared in a swirl of red mist.

* * *

**Washington D.C- White House**

Spider-man appeared in a swirl of red mist and he looked around in confusion for a second.

"How the hell did I get here?" he asked himself.

**KABOOOM! BOOOOM!**

Spider-Man ducked at the sound and then he looked up.

"Holy crap" he whispered. When he appeared, he appeared right next to the Blue Celestial's left foot, but the towering Celestial wasn't what he was whispering about, it was the F'16's flying around the head shooting missiles and firing bullets, all of which didn't do any damage to the Celestial.

The Blue Celestial lifted its head and unleashed a beam of Dark blue energy from his eyes that incinerated 4 of the F 16's with ease.

"KILL ZHEM! KILL ZHEM ALL! HAHAHAHAHA!" echoed a voice through the afternoon air.

Spider-man directed his head towards the Blue Celestials right hand and he could just make out the Red Skull holding the glowing Cosmic Cube and laughing maniacally. The Wall-crawler balled up his fist and gritted his teeth.

"There he is" he commented.

**KRAKOOOM!**

Spider-man ducked again as he heard the sound of cannons firing and hitting the Celestial dead in the chest. He turned to see a SHIELD Helicarrier flying quickly towards the Blue Celestial.

"They don't stand a chance…gotta hurry and reach the Red Skull" he said to himself while crouching low and then jumping up and sticking the shin of the Blue Celestial. Without a second thought he began to crawl as fast as he could.

* * *

**Shield Helicarrier: Bridge**

"Sir, there was no damage done to the Celestial!" Agent Carter called out from her spot at the monitor.

"HIT EM AGAIN!" Colonel Fury shouted.

* * *

**Blue Celestial**

**KRAKOOOOM!** Went the sound of the cannons firing and hitting the Blue Celestial again but just as before it didn't do any damage.

The Red Skull turned his eyes to the Helicarrier and a smirk found its way to his masked lips.

"Fury" he said with a sick gleeful look in his eyes. He placed the Ultimate Nullifier into his coat pocket and he held up the Cosmic Cube. The Red Skull then vanished in a swirl of blue energy.

* * *

**Down Below- White House- Same Time**

"So what are we babysitters now?" grumbled Crossbones angrily folding his arms across his burly chest, "I getting bored over here…..I gotta destroy something"

"Relax Brock you'll get your fill of destruction soon enough. Once my father gets tired of playing….this country will burn" Sin replied staring out of the window in the oval office.

* * *

"What's the word on the plan Tony" Wasp whispered. She and the other Avengers were still on their knees next to each other wrapped in chains.

"8 minutes…..and that was about 7 minutes ago" Iron Man whispered back.

"What's going on?" Steve asked, careful to not alert the three lackeys.

"A plan is in motion but…..back up won't be here for another 60seconds…. or so"

"Question is…do you think Carol knows that these guys have a clear view of the sky and could possibly see her coming?" Giant Man asked in a whisper.

"…..crap" Iron Man replied, "We have to find a way to distract these guys, get them to turn away from the window"

"How…we can't move" Wasp whispered back.

"HEY!" Steve shouted suddenly shocking them.

"Steve?" Wasp whispered fiercely "What are you doing?"

"Getting their attention for 60seconds"

* * *

"HEY!"

Sin, Crossbones, and the Taskmaster turned away from the window and back to the four captured Avengers with their eyes landing on the scowling Captain America.

"I see the faithful dog has gotten bored. What's the matter Brock you need your master to play fetch with you" Steve taunted.

Crossbones scoffed at his comment and then without warning fired his red eye beams at the President's desk in front of him incinerating it, he slowly walked through the ashes of the desk until he was standing in front of Captain America staring down at him and letting his eyes glow red.

"What was that Rogers? What did you say to me?"

"So you're deaf, dumb and a lap dog….not a great combination for success" Steve replied unafraid.

Crossbones eyes glowed brighter but before he could kill Cap Sin's voice caught his attention.

"Don't do it Brock, he wants you to kill him so that way Daddy won't win….if you kill him you might as well kill yourself" Sin said in a matter of fact tone. Crossbones mulled it over in his mind for a second before letting his glowing eyes turn back to normal.

"Fine I won't kill him….but I will hurt him" he growled before lifting his knee and delivering a bone rattling knee to Cap's chin. The blow sent Cap flying back and to the ground.

* * *

Sin let out a chuckle and she was getting ready to turn back to the window when a voice caught her attention.

"You sick little…little…..WITCH!" Wasp shouted at the top of her lungs

Sin stopped in mid-turn and looked at the Wasp with wide eyes for a second.

"What did you call me?"

"I called you a WITCH! You do know what it means right?" Wasp continued, trying her best to goad Sin towards her.

Sin looked at her for a long second before erupting into laughter.

"HAHAHAHAHA! You're serious…..a witch….HAHAHAAHA! That's the best insult you've got"

"To be fair….she's a bit of an amateur in the insult game" came Iron Man's voice "I on the other hand happen to be something of a grandmaster, so I probably wouldn't have called you a witch, mostly because you're more of a Bitch"

"HAHAHA! A bitch….that's more like it" she said turning away from the window and walking to Iron Man.

"You liked that huh, well I got plenty more, how about….." Iron Man didn't' get a chance to finish because in a surprising show of speed Sin lashed out with a powerful punch to his face plate. Iron Man was lifted up and he went flying into the wall in the back of the room denting it badly in the process.

"Don't you know you're not supposed to talk to a lady like that" Taskmaster said turning away from the window to watch the show.

"Are…..you…..sure…..she's a lady" Iron Man groaned out.

* * *

Crossbones grabbed a handful of the chain around Cap's chest and easily hoisted him up over his head.

"You can not believe how long I've dreamed of this moment Rogers" Crossbones growled out before delivering a solid punch to his face, "Do you know how many night's I've thought about driving my fist through your FREAKING SKULL!" he growled punching him again and then throwing him to the ground.

Cap gritted his teeth willing the pain to go away, he stared up at Crossbones and a smirked formed on his lips.

"Well….it's nice to know I'm being thought about, but you know something Brock, while you spend your nights thinking about me…..I don't give you a second thought"

"RAH!" Crossbones growled before stomping on his chest.

* * *

**SLAP!**

"AH!" shouted Wasp, feeling Sin's hand going across her face. The sadistic woman then grabbed Wasp by her hair.

"LET HER GO!" Giant Man shouted in anger, but he was ignored.

"A witch am I, well little miss bumblebee I'll show you how much of a witch I really am" she said letting her eyes drift towards Giant Man. Sin waved her hand and a knife appeared out of thin air, she grabbed the knife and made her way to Hank. She smiled sweetly at him before jamming the knife into his side.

"AHHHHH!" he yelled.

"NOOOO!" Wasp screamed.

"HAHAHAHA!" Sin laughed while twisting the knife.

The Taskmaster smirked at the scene and turned back to the window.

"HEY TASKMASTER! YOU FREAK OVER HERE!" Iron Man shouted from his spot on the ground desperately hoping that he was able to catch Taskmaster before he looked outside but his hopes were dashed as the Taskmaster continued stare out of the window.

"WHAT THE HELL!" he half shouted half yelled. The tone in his voice immediately caught the attention of Sin and Crossbones.

"What is it?" Sin asked while walking towards him.

"It looks like robots are flying in the sky"

Sin pushed him out of the way and she looked out of the window for herself and sure enough there were Robots in the air hovering around the Shield Helicarrier.

* * *

"Dammit" whispered Iron Man, "Suit"

"Still attempting to gain movement sir but so far our efforts have been unsuccessful"

"Does the Unibeam still work?"

"Yes" the suit replied.

"Adjust coordinates, 4 ft high and 76 degrees to the left, power percentage Maximum…on my mark"

* * *

"HOW DID WE MISS THAT!" shouted Sin.

Crossbones stormed over and stared out of the window as well, he balled up his fist and he turned back to the Avengers.

"I'll tell you how, these assholes were distracting us" He growled.

"How did they get a call off?"

"Who cares…I say we finish em"

"No, what we need to do is get out of here and help my father….and then we come back for them" Sin commanded before turning back to the window.

"WAIT!"

The three turned around and focused on Iron Man.

"Before you leave…." The armored Avenger started "I have a gift for you...It's called a UNIBEAM!"

**FWOOOOM! **Went the sound of a wide and vibrant blue Repulsor energy firing from Iron Man's chest and up to the ceiling, but half way up the beam curved to the left and headed straight for Sin, Crossbones, and the Taskmaster.

"Crap" said Crossbones just as they were all hit wit the beam.

* * *

**Outside **

**SMASH! **

A whole second of the oval office walls was blown out and from the hole the wide Repulsor beam continued scorching the grass and bursting through the front gates. After a long second the beam shut off and laying on the front lawn with smoke rising from their bodies was Sin, Crossbones and the Taskmaster.

* * *

**Up in the Air**

Warbird hovered high in the air with the Ultron Units right behind her. The cosmic powered heroine search frantically for the Red Skull but she didn't see him anywhere.

"Where is he?" she whispered to herself letting her eyes go to the towering Blue Celestial, she reached up and tapped the communicator in her ear.

* * *

**Shield Hellicarrier- Bridge**

Colonel Fury, Sharon Carter and the rest of the Shield Agents on the bridge stared at the Red Skull and the glowing Cosmic Cube in his hand.

"Schmidt" Fury growled while standing up from his chair.

"You never learn do you Fury" he said holding the Cube up and gripping it tightly.

"ARGHH!"

Colonel Fury turned to the right to see several of his Agents grabbing their heads tightly while screaming in pain. Suddenly their heads began to swell and swell until.

**POP! **Went the sound of the Agents exploding in a shower of blood.

Colonel Fury closed his eye for a second and pursed his lips in anger before it snapped open and stared at the Skull with hate.

"YOU BASTARD!" shouted Fury pulling out his gun and shooting at the Red Skull. The bullets bounced off of his head and fell to the ground. The Skull threw his head back and laughed.

"YOU ZEE FURY YOU HAVE LOST! I HAVE VON! THE RED SKULL SHALL REGIN SUPREME OVER ZHE EARTH!" he proclaimed while gripping the Cosmic Cube again. Fury dropped to a knee and grabbed his head in agonizing pain.

"AHH!" he growled. He could feel his head starting to swell.

* * *

Sharon gritted her teeth knowing that the Red Skull was about to kill Colonel Fury. A blinking light to the right caught her eye and she turned to the computer screen. She looked at the screen and a slight sense of relief washed over her at the words on the screen:** INCOMING CALL FROM WARBIRD**

Sharon held up her hand and slammed it down on a button.

"Colonel where is…" started Warbird.

"HE"S ON THE BRIDGE! HE'S ABOUT TO KILL THE COL….."

Sharon didn't get a chance to finish because the Red Skull whipped around with Cube in hand. A beam of energy fired out but Sharon dove out of the way in the nick of time, and even though she managed to get out of the way the beam hit the computer and destroyed it severing the line with Warbird.

* * *

**Outside in the Air**

"HE'S ON THE BRIDGE! HE'S ABOUT TO KILL THE COL…"

**KRZZZZZZ**

"AH!" shouted Warbird hearing the loud static. Her heart began to race as her eyes landed on the Helicarrier. She pursed her lips and then looked down at her hands making them glow with energy. Warbird held both hands out and took aim at the helicarrier in the direction she knew the bridge to be located.

"God….guide my hands" she said before unleashing a singular and powerful photon blast.

**FWHOOOOOOOOOOOM!**

* * *

**Helicarrier- Bridge**

"Vho vas zhat? Iz it another one of your Avengers?" scoffed the Red Skull taking a few steps towards the downed Sharon Carter, "Zhey cannot help you…"

**BOOOOOOM!**

The Red Skull turned in time to see a wide light orange-colored energy beam burst through the hull of the Helicarrier. He gasped just as the beam hit him, it carried him through the bottom of the ship until they tore through and then back outside.

**VWOOOOOOOOOM!** Went the sound of high pressured air being suck in and out of the Helicarrier.

"AH!" yelled Sharon, feeling the intense vacuum that was trying to suck everything out. Both of the holes created started to grow bigger and bigger allowing more and more air out of the ship.

The Helicarrier wobbled violently and then suddenly tilted downwards and began to fall to the ground.

"WE'RE GOING DOWN!" she shouted.

* * *

**Outside in the Air**

Warbird stared in shock as she saw her photon blast burst through the ship creating a massive size hole. She gasped as the Helicarrier wobbled for a second before staring to dip downwards. She could see sparks flying and metal pieces breaking off and flying into the air.

"What have I done?" she whispered to herself, but as she was about to fly towards the ship a flash of blue caught her eye. She turned to the right to see the Red Skull appeared in the opened hand of the Blue Celestial again.

She looked between the Helicarrier and the Celestial completely torn on what to do. She could either stop the Helicarrier from falling or she could stop the Red Skull. Time was running short and she knew she had to make a choice. Warbird closed her eyes and took in a few deep breaths before she opened them and turned to the Red Skull.

"ATTACK!"

The Ultron Units without question rocketed towards the Red Skull and the Blue Celestial. Warbrid cast one last look at the falling Helicarrier before steeling herself and flying higher into the sky but still in the direction the Red Skull.

* * *

**Down Below**

"Ugh, I swear to God I'm gonna rip every single piece of armor off of him" Crossbones growled as he pushed himself up off of the ground.

"I'll help you" Taskmaster added climbing to a knee.

"What the hell is that?" asked Sin looking down at the ground.

On the ground a massive shadow formed over the three of them. At the same time they looked up to see the Shield Helicarrier heading right for them.

"Crap" said Crossbones steeling himself. Sin however managed to dive out of the way just as the hulking metal ship hit the ground.

**BABOOOOOOOOOOOOOOM! **

The Helicarrier fell on top of Crossbones and the Taskmaster digging up giant chunks of the ground in the process. The ship grinded across the ground and continued on to the white house.

* * *

**White House**

"HANK!" Wasp shouted hearing her husband in pain.

"I'm fine but look"

Wasp turned her attention to the hole in the wall to see the Shield Helicarrier hit the ground and come sliding towards them.

"HOLY CRAP!"

"What's happening?" asked Captain America from his spot on the ground.

"A HELICARRIER IS ABOUT TO HIT US!" the Wasp shrieked.

* * *

"SUIT CALCULATE TRAJECTORY!" Iron man shouted out.

"Yes sir, calculating…calculations complete, Helicarrier will not hit you"

"But it will hit the others?"

"Yes"

"On my signal, I want you to magnetize the Mark IV armor…give it a 2.3 impulse and nothing more" Iron Man replied quickly. Iron Man's Mark IV armor beeped and then it released a sound like it was charging up for something.

"TONY HURRY HERE IT COMES!" Wasp shrieked again.

"NOW!"

**CRASH!** The Helicarrier punched through the White house walls and headed right for the Wasp and Giant Man. Suddenly the chains wrapped around them started to rattle and they were yanked out of the way and went sliding along the ground until their chains made contact with Iron Man's armor.

The Helicarrier continued on and in its path was Captain America, but just like Wasp and Giant Man his chains began to rattle and he was yanked out of the way.

**BOOOM!** went the sound of it hitting the wall and then coming to a stop.

The Wasp released several deep breaths and glanced at Iron Man.

"Quick thinking Tony"

"That's me…quick thinker" he replied releasing several deep breaths of his own.

* * *

**Outside: Same Time **

Sin picked herself up off of the ground and released a groan. She took a step towards the White House but then she tuned her head upwards to see her father fighting the robots, but her eyes looked past the Ultron robots and up towards the sky.

"That bitch" Sin growled pushing off of the ground and taking to the sky.

* * *

**Blue Celestial**

The Red Skull used the Cosmic Cube to blast another Ultron Robot out of the sky, another Ultron Unit flew towards him and tried to punch him but he held up the cube and the robot turned to water. The robots seemed to come out of nowhere and every time he blasted one or destroyed one with the cube the others would release a synchronized beeping sound before attacking him again but only this time when they attacked him they became that much more harder to shoot down, they would change their attack pattern. He would fire but the Ultron Units would weave out of the way in the nick of time.

'_NO doubt zhe Avengers so called back up'_ the villain thought to himself, he gritted his teeth in anger and he looked at the Robots surrounding him.

"I GROW TIRED OF ZHIS, SELF-DESTRUCT ALL OF YOU!" he shouted holding up the Cosmic Cube.

Each of the Ultron Robots stopped and beeped before exploding in a shower of metal.

"HAHAHA! DID ZHE AVENGERS REALLY THINK ROBOTS COULD STOP ME! I AM INVINCIBLE! HAHA!" he laughed loudly but his laughs were cut short by a voice coming from behind him.

"THEY COULDN'T STOP YOU BUT I CAN!" yelled Warbird.

The Red Skull turned to see Warbird was a few inches away from him; she had her fist cocked back and glowing wildly with power. It was in that moment that he realized that the robots were decoys and that he had been tricked. Warbird had surprised him so he wasn't able to think of something for the Cube to do all he had enough time to do was gasp.

Time seemed to slow down for Warbird; it was almost as if the world stopped for a brief second. The Skull stared at her with a shocked and angry expression on his face, while an angry and determined look on her face stared back at him. Her fist began move towards its target which was the Red Skull's nose. She felt her heart beat faster and faster anticipating the blow that was to come.

Warbird's fist inched closer and closer but before her fist could make contact she caught the sight of movement out the corner of her right eye. Her eyes shifted only to see Sin right as she barreled into her saving the Red Skull from what was sure to be a devastating blow.

* * *

The Red Skull took in a few deep breaths as he saw his daughter appear and knock Warbird out of the way. He let a smile graces his lips when he saw her ram Warbird into the chest of the Blue Celestial and then punch her.

* * *

**BANG! **Went the sound of Warbird's back and head hitting the Celestial. Sin delivered a powerful punch to her stomach, then an equally powerful right cross and then a left that busted Warbird's bottom lip. Sin finished up by shoving her forearm into her throat and holding her steady against the imposing Blue Celestial.

"Remember me" Sin growled into her ear.

"How could I….forget that breath" Warbird.

"AH!" Sin shouted letting her hands glow with Cosmic energy, she raised her left hand with the intentions of ramming it through Warbird's skull but she was stopped by her father.

"SIN!"

Sin turned her head around to see her father staring at her.

"DO NOT KILL HER JUST YET! BRING HER TO ME!" he roared.

She gritted her teeth before grabbing Warbird by the hair and throwing her down to the Blue Celestial's palm.

Warbird hit the open palm and she let a gasp of pain escape her lips, when Sin had barreled into her and then rammed her she felt her chest explode with pain and she having felt that pain before knew that a few of her ribs were either cracked or broken. Warbird took in a few deep breaths and pushed herself up just as the Red Skull's boots found their way to her line of sight. She gritted her teeth and turned her head up towards him.

Warbird lunged up in an attempt to grab the Cosmic Cube but she was hit from behind by Sin and knocked back down. The Red Skull shook his head and used his foot to roll her over. He placed his foot on her stomach and applied pressure earning a grunt of pain.

"Vhy…vhy do you Avengers keep….fighting?" he asked applying more pressure, "Vhen you know zhat you have LOST!" she shouted stomping down on Warbird's side.

"Grrh!" she grunted. She gritted her teeth and stared up at him defiantly, she wasn't going to cry out….not for him.

"It iz time you…..all of you excepted your fate"

"As….long as we're breathing…the Avengers will keep fighting" she replied spitting some blood on his shoes.

Sin kicked her in the side for the offense.

"Iz zhat so…vell I grow tired of all of you breathing" He said in a dangerously low voice while gripping the Cosmic Cube.

* * *

**White House- Down Below**

A flash of blue filled the White House oval office and from the flash out appeared a growling and snarling Gray Hulk.

"What was that?" asked Iron Man.

"It's the Hulk!" the Wasp exclaimed in joy.

"Uh Jan…I don't think…." Started Giant Man before Captain America chimed in.

"IT"S NOT THE HULK! It's a fake created by the Red Skull but he's just as powerful as the real Hulk"

The Gray Hulk balled up its fist and took a step towards the frozen Avengers.

"Tony….we could use some of that quick thinking again or any one of your brilliant ideas" Wasp said in fear.

"…. Sorry, I'm fresh out"

* * *

**Blue Celestial **

"What did you do?" Warbird asked in a demanding tone.

"I ensured zhat your Avengers vill no longer be breathing" he replied with a smile.

"BASTARD!" she shouted trying to rise up but Sin kept her down.

"Shut up" She said kicking her in the side again, Sin then leaned down and locked eyes with Warbird "It looks like you're all alone HAHA…."

"SHE'S NOT ALONE! SHE HAS ME…." came a voice.

The Red Skull and Sin turned to the left see a red and blue clad figure emerged from the spaces between the Blue Celestials' index and middle finger and sail in the air towards them.

"THE AMAZING SPIDER-MAN!" the figure finished as he descended upon the two of them.

The Red Skull held up the Cosmic Cube but Spider-man shot a web at the Cube with his right hand and yanked it away and as he neared the Skull he lashed out with a left cross.

The Red Skull's head snapped back but he managed to grab hold of Spider-man and the two went tumbling across the Blue Celestials palm until they rolled off the side and began to fall through the air.

"SPIDER-MAN FREE THE AVENGERS!" Warbird shouted hoping to God he heard her. Sin whipped around and kicked her in the face hard.

"DADDY!" shouted Sin getting ready to fly after him but Warbird recovered from the kick and gathered the strength that she had been saving and quickly lunged up and tackled Sin down to the ground.

* * *

**Free Fall**

"FREE THE AVENGERS!"

Spider-man heard the shout from Warbird and glanced to his right, falling just a bit further away from him was the Cosmic Cube. The webbing that had been attached snapped during his tumble with the Red Skull.

'_Free the Avengers…easy'_ he thought to himself reaching out for the Cube but right as his hand went out it was grabbed by the Red Skull who was falling right next to him.

"YOU CUR!" he growled.

"Cur! You seriously dated yourself there buddy" Spider-man replied dodging a punch from the Skull. He twisted his body until he was able to knee the Skull in the jaw stunning him for a second. The wall crawler turned his head and used his right hand to shoot a web at the Cosmic Cube. He yanked on the web and smiled when the Cube touched his hand.

"FREE THE AVENGERS!" he commanded gripping the Cube tightly, it glowed blue for a second before it was knocked out of his hand by the Red Skull who had recovered from the knee.

* * *

**White House- Down Below**

The Gray Hulk stood over the Wasp and raised his massive fists high.

"DESTROY!"

Captain America gritted his teeth as he saw the Gray Hulk about to smash the Wasp but suddenly he glowed blue and he was able to move his legs.

"I CAN MOVE!" he shouted. Cap quickly rolled away from the group until he was slightly behind the Gray Hulk he quickly raised his foot and delivered an axe kick to the back of the Gray Hulk's knee causing his leg to buckle slightly. Cap leaned up just as the Hulk turned to him, the Gray Hulk balled up his fist and took a swing but Cap dropped back down to the ground making him miss.

The rest of the Avengers glowed blue as well and they were able to move again.

"I CAN MOVE!" shouted Wasp immediately shrinking, her chains dropped from her body and she flew towards the Gray Hulk thrusting her hands out and zapping him with her bio-stingers.

"GRAH!" The Gray Hulk grunted trying to swat the Wasp but failing.

Captain America got to his feet and looked to the left. Giant Man expanded his body and snapped his chains; once he was free he yanked the knife out of his side and tossed it away.

"JANET MOVE!" he shouted. His fist expanded and he threw out a punch that slammed into him and knocked him into and through the Helicarrier hull.

Iron Man flexed his arms and snapped his chains easily; he then climbed to his feet and stared at the hole the Gray Hulk made.

"So we have to fight the Hulk now?" he asked

"Iron Man my chains"

Iron Man held up his left hand and fired a repulsor beam at the chains holding Cap and they broke off.

"RAHHH!' roared the Gray Hulk bursting through the hole, he charged at Giant Man but Giant man shrunk down to an ant and dove out of the way.

The Gray Hulk stopped and looked around but as he turned to the right he received a repulsor blast to the face courtesy of Iron Man. The Gray Hulk took the blast and started to step towards Iron Man who was quickly loosing ground. The Gray behemoth grabbed Iron Man by his outstretched hands and slammed him into the wall before spinning and tossing him outside.

Captain America jumped and delivered a drop kick to the Gray Hulk's face but it only made him take a step back. The Gray Hulk growled and tried to punch him but Cap superior agility saved him. He ducked; side stepped and rolled out of the way after each strike. The Gray Hulk lunged forward but Cap was ready, he waited and then jumped into the air. He twisted and the landed on the back of the Gray Hulk and he tried to hold on despite the struggling behemoth.

"WASP! HELP ME GET HIM OUTSIDE!" Cap yelled to her.

The Wasp flew towards the Gray Hulk and began to zap him in the face again.

"RAH! RAH!" the beast roared all the while taking steps back towards the giant hole in the wall of the oval office.

* * *

**Outside**

Iron Man managed to get himself to knee and look up just as the Gray Hulk came stumbling out of the oval office with Captain America on his back and the Wasp stinging his face.

"Suit…how much power do I have?"

"Sir, power levels are at 50% and stable"

"Good, it's probably going to take that much to beat this Gray Hulk"

"I wouldn't worry about him…not when I'M GOING TO KILL YOU!"

Iron Man looked up to see ragged looking Crossbones flying right towards him, Iron Man reacted by pushing off the ground and flying high into the air but Crossbones was right on his heels.

* * *

**Free Fall**

Spider-Man kicked at the Red Skull but the villain maneuvered out of the way and grabbed his leg yanking him in for a solid punch to the face. Spider-man's head snapped back from the blow but he managed to respond with a web ball to the Red Skull's stomach.

The two combatants were still falling through the air and the ground was approaching faster and faster, but the impending fall wasn't the first thought on their minds it was the falling Cosmic Cube.

They both reached out for the Cube that seemed to be within inches of them but the moment their hands went out they looked at each other and began to struggle once more. The Red Skull attempted to deliver a chop but Spider-man blocked it and fired another web ball. He turned back to the Cosmic Cube and he reached out for it.

'ALMOST!' he thought, but right as his fingers were inches away Sin swooped from what seemed like nowhere and grabbed the Cosmic Cube and went into a nose dive.

"NO!" Spider-Man shouted firing a web at her back and pulling himself onto of her.

"I wish that….." she started to say but Spider-man covered her mouth with webbing.

"No No….you know it's not your birthday"

"SPIDER-MAN!"

Spidey looked to see Warbird flying right towards them with her fist cocked back. He nodded his head and grabbed a handful of Sin's red hair.

"SAY CHEESE!"

"MMMMMMMHMMM!" she mumbled seeing the snarling and bleeding Warbird coming right for her.

**KRAAK!** Went the sound of Warbird's fist making contact with Sin's face. The power behind the blow was enough to send her flying back and drop the Cosmic Cube in the process.

"Oooooh….that's gotta hurt" Spider-Man commented springing off of her back and at the falling Cube.

Spider-Man fell closer and closer until he was able to reach out and grab the Cube.

"YES!" he shouted in joy, '_SPIDER SENSE!"_

The wall crawler looked up just as the Red Skull crashed into him.

"GIVE ME ZHE CUBE!" he yelled while wrestling with Spider-man for the Cosmic Cube, he used every ounce of his Super Soldier strength but Spider-man was stronger than he looked plus Spider-man was using his clinging abilities to assist him.

'_Spider-Sense' _

Spider-Man looked down to see they were almost to the ground, he turned his attention back to the Cosmic Cube and he stared at it.

"CUBE BE ON THE GROUND!" he command. The Cube glowed before disappearing in a swirl of blue,

"VHAT HAVE YOU DONE!"

"YOU WANT IT GO GET IT!" Spider-Man exclaimed before kicking him in the chest and shooting a web at the Blue Celestial's leg.

* * *

The Red Skull flailed in the air for a second before he realized he was going to hit the ground, he was almost there when the Taskmaster flew into flew and caught him.

"VHERE IS ZHE CUBE!" The Red Skull roared in anger.

"IT'S THERE!" The Taskmaster replied pointing at a glowing blue spec on the destroyed White House lawn.

"TAKE ME ZHERE!"

* * *

While in the air Spider-Man looked down to see the Taskmaster had caught the Red Skull, he saw him point towards the ground and Spider-man followed his hand to the lawn where there was a blue glow.

"DAMMIT!" he shouted lifting his head and seeing he was about to arc around the Celestial. He looked at the Celestials' leg and then at the Taskmaster and the Red Skull;

**ZAP! ZAP!** The wall crawler quickly turned his head to see Iron Man flying his way firing repulsor rays at Crossbones who was rapidly approaching him.

"I just got another crazy idea…..but I gotta time it just right" he said under his breath.

He shot another web and as quickly as he could he swung around the Blue Celestials' massive leg until he came back around and in-between both of the Celestials' legs.

"HERE WE GO!" He shouted letting go of his web, he hung in the air for a brief second.

Iron Man suddenly flew passed him and he was closely followed by Crossbones which is what he was hoping for, he kicked Crossbones in the face while at the same time springing off and sailing through the air towards his targets.

Iron Man turned in the air to see Crossbones was momentarily stunned.

"SUIT UNIBEAM!"

**FWOOOOM!** A singular powerful beam blew out of his chest and hit Crossbones dead in the chest.

* * *

**White House Lawn**

The Red Skull and the Taskmaster landed on the ground and both made their way over to the Cosmic Cube. They turned to see Captain America, Wasp and Giant Man currently dealing with the raging Gray Hulk.

"Keep Zhem busy" he said to the Taskmaster, "Ah mein prize" he continued bending down to pick it up but before either of the villains could move a voice caught their attention.

"HANDS OFF!" Spider-Man shouted.

The wall crawler sailed into view and kicked the Taskmaster in the chest as hard as he could relying a lot on his momentum. The Taskmaster went flying back and to the ground hard, the Red Skull however, had managed to duck so he would be hit by the flying body. He reached out and grabbed the Cube and turned to Spider-Man.

"DI….." he started before a web line hit the Cube and pulled it from his grasp.

"Don't think so" Spider-Man said.

The Red Skull ran after the Cube and tackled Spider-Man just it touched his hand, he went to the ground and he dropped the Cube in the process.

* * *

**Few Feet Away**

Captain America went tumbling back from a blow from the Gray Hulk. He hit the ground hard but he quickly turned the tumble into a roll and got up into a crouch. The living legend released a few breaths and turned to his foe while wiping away some blood from his nose. He stood up but his eyes drifted to the right to see Spider-Man battling the Red Skull for the Cosmic Cube, his eyes widen as he saw the Taskmaster rise to his feet and start towards the two.

"Dammit" he said reaching up to his ear "Iron Man"

**KRZZZZ. **

"AH" Cap said hearing the static feedback; he took out his communicator to see it was destroyed. He threw it to the ground and he looked between The Gray Hulk battling Giant Man and Wasp and Spider-Man fighting the Red Skull and now the Taskmaster.

'_What do you do….what do you do'_ Cap thought in his mind, _'This is the Country hanging in the balance….I have to get that Cube. But they don't stand a chance against this Gray Hulk' _

"AH!" shouted Giant Man as the Gray Hulk punched him in the knee cap.

"DAMMIT!" he shouted again. As Cap stood there his eyes fell to the ground and they landed on his shield, he looked at the Shield, the Gray Hulk, and then the three way battle going on between Spidey, the Red Skull and Taskmaster.

"Maybe there is a way I can do both"

* * *

Captain America took a deep breath and he started to run in the direction of Spider-Man. On his way he bent down and scooped up his shield and he threw it at the Gray Hulk.

The red, white and blue shield flew with perfect accuracy and hit the Gray Hulk in the throat stunning it long enough for Giant Man to shrink down to the size of an Ant.

The Shield ricochet off the Gray Hulk's throat in such a way that it flew in the direction that Cap was running.

* * *

**Few Feet away**

Spider-Man hopped up and kneed the Taskmaster in the jaw but as he landed the Red Skull was there with a solid round house kick to the face. He went back and to the ground but he sprung off both his hand and then dropped kicked the Red Skull in the chest.

'_This is crazy…..even with my spider sense these guys are kicking my ass. Well to be fair they have what, a decade worth of fighting over me….my spider sense is probably the only thing keeping me alive' _

"I VASTING TIME VITH YOU KILL HIM TASKMASTER!" shouted the Red Skull turning to the Cosmic Cube that was on the ground a few paces away from the three of them.

"Time to die kid" The Taskmaster said rearing his head back getting ready to blow fire from his mouth when a voice caught his attention as well as everyone else's.

"YOU'LL HAVE TO GO THROUGH ME!"

Captain America threw his shield and the object smacked the Taskmaster in the face. He caught his shield as he landed and he thrust thrusted the circular end out at the Red Skull who ducked under the attack. Captain America came back around with the same arm and smacked him across the face.

"KID GET THE CUBE!" Cap shouted lunging and tackling his old foe the Red Skull to the ground.

"Right" Spider-Man replied jumping at the Cube but in while he was airborne his spider sense alerted him and he twisted allowing a shield similar to Captain America's pass over him. He landed and turned in time feel the hard impact of the Taskmaster's knee to his jaw.

"Hurts doesn't it?" said Taskmaster said.

Spider-man rubbed his jaw in pain, he could taste blood in his mouth but he couldn't worry about it at the current moment.

"Didn't I do the…..same attack on you a few minutes ago. Don't you have anything that's originally yours?" asked Spider-Man preparing himself.

The Taskmaster smirked and reared his head back before unleashing a wide stream of fire from his mouth at the wall crawler.

"ME AND MY BIG MOUTH!" he shouted diving out of the way.

* * *

The Wasp and Giant Man hovered in the air together trying to figure out how they were going to handle the Gray Hulk in front of them.

"What happened to Cap?" asked Giant Man turning to his wife.

Wasp turned for a second and saw the living legend tussling with the Red Skull.

"Grudge match round 2" she replied pointing behind them, "We're on our own here Hank….any ideas"

"He's too strong for me to confront as Giant Man so I guess I'm stuck as….as…Ant Man" he replied flippantly while standing up on the head of the yellowjacket.

The Wasp looked at the Gray Hulk for a long second until her eyes landed on his ear and an idea popped into her head.

"Maybe that's not such a bad thing" she replied with a smile.

"Jan what are you thinking I know that smile"

"What happens when a Wasp and an Ant get in your ear?" she asked.

Giant Man/Ant Man looked at her before a smile crossed his lips.

"You end up having a very bad day" he answered turning back to their foe, "Let's go"

The Husband and Wife duo quickly flew towards the Gray Hulk who was searching for them but having no luck finding them.

The duo broke away from each other and started to head for either side of the beast's head. Wasp flew towards and then inside the right ear while Ant-Man did the same thing for the left.

The Wasp unleashed her bio-stingers into the Gray Hulk's inner ear canal and the results were a wail of agonizing pain from the Gray Hulk. Ant-man touched his helmet and commanded several yellowjackets to fly into the other ear and simultaneously sting his ear canal and the results were the same.

"AHHHHHHHHHHHHHHHHH!" the Gray Hulk shouted grabbing both of his ears.

* * *

**In the Air **

Iron Man twisted and fired another Repulsor ray at Crossbones but to his frustration Crossbones twisted out of the way and responded with his cosmic eye beams.

'_This is getting me nowhere'_ the armored Avenger thought to himself, he glanced upwards to see Warbird in a similar situation, she was flying and blasting her orange photon blast at Sin who seemed to be hot on her trailer.

"Hmm, that gives me an idea" he said to himself, "Suit, patch me into Warbird"

"Yes Sir"

* * *

Warbird fired another Photon blast at Sin dodged it and responded with her own cosmic energy beam. Warbird weaved out of the way and continued to fly away at break neck speed.

'_Damn'_ she thought to herself.

"Warbird….this is Iron Man" came a voice over her communication line "I know you can hear me so don't respond, I don't wanna give Bonnie and Clyde any reason to suspect my plan. The plan is this…you have an unwanted guest on your ass and I got one on mine…I think it's time for these two to have a meeting of the minds so to speak"

Warbird looked around and she saw Crossbones blindly tailing Iron Man, she then looked behind herself to see Sin blindly following her and Iron Man's plan became clear and she smiled.

"That smile on your face tells me you got the gist….so let's make it happen. On three…..one…two….three…."

* * *

Iron Man suddenly curved upwards and started to fly higher and higher in the air. Crossbones growled in his throat and followed without question all the while still firing his eye beams.

Warbird suddenly curved downwards in a sharp nose dive, but Sin didn't care she had made a vow to kill this woman and so just like Crossbones she followed without question.

Iron Man and Warbird had each other in their sights, they were coming closer and closer to each other with no signs of slowing down, and if anything they both boosted their speed. Warbird narrowed her eyes and let her smile grow bigger, this idea was crazy and just down right insane but being a former pilot she missed the thrill of pulling dangerous mid stunts.

'_Come on Stark let's play'_ she thought playfully.

* * *

Iron Man saw her smile through the viewing screen in his armor.

'_Is she crazy, if I didn't know any better I'd say she's enjoying this'_

The two Avengers were coming closer and closer until Iron Man gave the signal.

"NOW!" he yelled. At the same time Iron Man and Warbird banked to the right.

"AHHHHHHH!" Crossbones and Sin shouted at the same time as they saw each other. While Iron Man and Warbird were able to bank at the last possible second the two villains were not as lucky and they crashed into each with extreme force that echoed throughout the Afternoon sky.

**KABAAAM!** Went the sound of the two meeting head on.

"Ooooh that's gotta hurt" commented Iron Man.

"How about we send the Wonder Twins off with a proper farewell" said Warbird holding out both her hands and making them glow orange.

Iron Man smirked and held out both his hands as well. Photon and Repulsor rays fired out and hit the two. The combined beams carried the two down to the ground leaving a major sized crater.

"Well, that's two down…three to go" said Iron Man.

"I say we go after that Hulk next, he was knocking Giant Man around pretty good" Warbird said.

"Fine with me…how do we go about doing that?" he asked glancing at her.

"Double Whammy" She replied diving down towards the ground.

* * *

**Down Below**

The Gray Hulk was still tossing and thrashing around trying to stop the pain but the Wasp and Ant-Man didn't let up they kept it going.

**KRZZZ**

"Pyms listen up" came Iron Man's voice over the line, "Warbird and I are on the way down, we'll be their in precisely 4.6 seconds…..I'd recommend flying away…right about now"

The Wasp and Ant-Man got the message loud and clear; they immediately stopped their attacks and quickly made their exit from the Gray Hulk's inner ear.

The Gray Hulk stopped his thrashing once he felt the pain in his ears begin to subside.

"HEY UGLY!"

The Gray Behemoth turned and let out a growl but its pupiless white eyes widened as he saw Warbird and Iron Man's fist coming right for him.

* * *

**Few Feet Away**

**BAM!** Went the sound of the sound of the Red Skull's fist making contact with Cap's jaw. The Skull went in for another punch but Cap recovered and used his shield to block the strike. He then thrusted out his left leg and kicked the Skull in the stomach sending him stepping back.

The two combatants took a few deep breaths and then stared at each other with hate in their eyes.

"No matter how many times ve clash…..zhe results are zhe same" The Red Skull growled angrily

"We're evenly matched" Captain America finished with the same angry tone.

"Vhy….Vhy von't you just stop fighting Rogers….you are missed informed…I do not vant to destroy zhe vorld, I vant to save it but zhe only vay to do it iz if I am in control. I am zhis vorld's zavior….like your divine Jesus Christ, ve're zhe same don't you understand"

"You really believe that don't you" Captain America stated while shaking his head "You twisted psychopath, you're no Jesus Christ….you're not divine. You're nothing but a madman with delusions of grandeur and because of that I will always fight you. I will always stand in your way and so will others like me"

"Zhen all of you vill die" The Red Skull replied.

"The only one that's dying today is you Schmidt"

"I beg to differ vhile I may not have zhe cube…" The Red Skull started while putting his hand in his pocket, "BUT I HAVE ZHIS!" he finished pulling out the Ultimate Nullifier.

"What is that?" asked Captain America gripping his shield straps tightly readying himself for anything.

"Vhatever it iz it has zhe power to Kill you" the Red Skull replied gripping the Nullifier tightly and wishing with all of his might that Captain America would die.

* * *

Spider-Man swept the Taksmaster off of his feet but to his surprise the villain cartwheeled into a crouch and threw out a kick that the wall crawler barely blocked.

"THAT'S MY MOVE!" he shouted.

"GET OVER IT ALREADY!" Taskmaster roared turning and using his shield to try to back hand Spider-man but he ducked and rolled. Spider-Man shot two webs at the Taskmaster that attached to each shoulder and he pulled himself forward and slammed both of his feet into him and then sprung off.

"Let's see you copy that"

The Taskmaster went back but he flipped in mid-air and landed on his feet, his chest hurt but pushed it aside and threw his shield.

Spider-Man saw it coming and an idea crossed his mind.

'_Let's see how you like being copied'_ he thought ducking under the shield, she shot a web at it and pulled it back to him. He caught it and then threw it at the Taskmaster.

**SMACK!** Went the sound of it hitting his face.

"HA-HA!" chuckled Spider-Man _'Spider Sense' _

Spider-Man turned to the right to see The Red Skull brandishing the Ultimate Nullifier.

"NOO!" he yelled at the top of his lungs which caught the attention of Captain America, "DON'T LET HIM USE THE NULLIFIER HE COULD DESTROY OUR GALAXY!"

"That's the Nullifier?" said Captain America with wide eyes. He quickly turned and rushed towards his enemy but he was too late.

**FWOOOOOOOOOOOOOOOOOM!** A massive dome of blood red energy formed around the Red Skull instantly blowing Captain America back. The energy radiating off of it was so intense that Cap could feel it burning his costume and skin slightly. The wind began to swirl and kick up violently.

* * *

Iron Man and Warbird landed on the ground and held up their arms to protect them from the wind while they stared at the blood red dome.

"What the hell is going on?" asked Wasp coming to stand next to the two of them.

"The Red Skull has the Ultimate Nullifier…..if he's not in the right mindset to use it he could destroy the Galaxy" Warbird replied.

* * *

Spider-man took a step forward but he was tackled from behind by the Taskmaster.

"This time you can't escape" he growled using all of his strength to hold Spider-Man's head down to the ground.

"GET OFF ME YOU IDIOT! YOUR BOSS IS GOING TO DESTROY US ALL!" Spider-Man yelled.

"Not us…just you and the Avengers" he said holding up his shield getting ready to slam it down on the wall crawler's neck.

**SMACK!** The Taskmaster was hit in the face by a red, white and blue shield that knocked him back.

Captain America ran over and helped the wall crawler to his feet.

"What's happening?"

"I have to get the Nullifier away from him he can't use it properly"

"But you can?" asked Cap

"Yes"

Captain America looked at him and then at the dome of energy.

"Do it then" he stated. Spider-Man nodded and crouched ready to jump but he was stopped by Captain America, "That dome is pretty intense….take my shield"

Cap placed his shield in Spider-Man's hands and Spider-man gripped the shield and let a smile grace his lips.

'_Whoa….Captain America's Shield….AWESOME! No, stay focused Parker, geek out later' _

Spider-Man crouched low and then jumped in the air and sailed towards the dome of energy.

Cap watched him go before he whipped around and grabbed the Taskmaster's fist that was aimed for the base of his skull.

"Rogers"

"Taskmaster"

* * *

Spider-Man sailed high in the air and towards the dome. He grabbed the straps on Cap's shield and brought it in front of his body and used it to protect himself from the intense energy.

"ERGH!" he grunted feeling the force and feeling his costume being singed around his legs and arms.

But just as the pressure came it suddenly vanished once he penetrated the dome. He strapped the Shield around his back and stared dead ahead.

In the center of the dome was the Red Skull still gripping the Nullifier but something odd was happening; blood red vines or tentacles were wrapping themselves around the Red Skull outstretched arm and they were glowing red as well.

"What the hell?"

**RUMBLE! RUMBLE! RUMBLE!**

Spider-Man used his clinging abilities to stick to the ground because it felt like the whole earth was shaking.

* * *

**Outside**

The Avengers stumbled as the whole ground started to rumble and shake.

"Suit, what's happening?" asked Iron Man.

"Scanning sir. Scanning complete it's an earthquake sir one that is originating from the dome of energy and the earthquakes are beginning to expand at an extraordinarily rapid pace"

"How rapid?" Iron Man asked.

* * *

**New York, Manhattan**

**RUMBLE! RUMBL! RUMBLE!**

"Whoa, what the hell?" said Ben Grimm as he felt the whole ground begin to shake.

"Earthquake?" asked Johnny hovering in the air and seeing everything shaking.

"In New York, not likely" Ben replied ducking under a punch from the Gray Hulk and responding with an uppercut.

Johnny unleashed a stream of fire at his own Hulk enemies and then hit the four on his chest.

"REED WE GOT A PROBLEM!"

* * *

**Baxter Building**

"**ALERT! ALERT! ALERT! ALERT!**...**PLANET WIDE QUAKE IN PROGRESS! ALERT! ALERT!" **went the alarm.

"REED!" came Johnny's voice over their communication line.

Reed reached up and hit the four on his chest.

"I KNOW JOHNNY I KNOW!" he replied.

"Do you think it's the Celestial?" asked Sue as she typed as fast as she could trying to get the equations right.

"Possibly"

**FWAAAAAAAASH**!

Suddenly the whole sky turned red and the light illuminated the Baxter Building.

"Oh my God"

"**WARNING! WARNING! COSMIC INTERFERENCE!" **

"Computer what's going on?" asked Reed stretching his head over.

"**Space probes indicates a major spike in Cosmic Radiation surrounding the Planet earth and quickly expanding" **

"Computer if expansion continues where will it end?"

"**Calculating…if expansion continues…..entire Milky Way" **

"Well Sue I think it's safe to say that it isn't the Celestial" Reed replied retracting his neck.

"But….But Spider-Man used the Nullifier before and…." She started then stopped as a cold feeling ran through her body, she turned around and she caught Reed's eyes "What if Spider-Man isn't the one using the Nullifier"

Reed looked at her and then hit the four on his chest.

"Ben, Johnny get ready were about to leave and head for Washington D.C. we're going to pick you up on the way" he said.

"What about these Hulks, they're still destroying the city"

"Ben there won't be a city in a moment…in fact there won't even be a Milky Way Galaxy" Reed said cutting the conversation.

"Reed these calculation aren't complete"

"I know….but it'll have to be enough, come on let's load the machine onto the Fantasti-Car"

* * *

**Washington D.C: Dome **

"YOU'll KILL US ALL!" shouted Spider-Man grabbing at the Red Skulls hand trying to pry the Nullifier from his hand but the Red Skull was fighting back and keeping him at bay.

"SO BE IT!"

The Red Skull kneed Spider-Man in the stomach before headbutting in the nose.

"AH!" he gasped in pain but he pushed it aside, he then raised his left hand and delivered a hard left cross followed by a chop to the throat. The Red Skull gagged and in that moment Spider-Man slid closer to him and used his right knuckle to hit two pressure points under his arm.

"RAH!" the Skull yelled feeling his arm go numb. His fingers unclenched and Spider-Man grabbed the Ultimate Nullifier.

"YES!" he shouted in triumph.

"NO!"

The Red Skull lunged but Spider-Man sensed him coming, the wall crawler hopped up and corkscrewed over him. He landed gracefully on the ground and he whipped around just as the Skull realized he missed. Spider-man thrusted out a powerful side kick that lifted the Red Skull up and carried him out of the receding dome of energy.

Once the Nullifier was secure in his hands the earthquakes came to a sudden halt and the sky started to turn back to normal while the red dome of energy was sucked back into the Nullifier.

* * *

Captain America blocked a powerful round house and responded with an uppercut. The Taskmaster took the blow and was about to retaliate when a repulsor ray hit him and sent him skidding to the ground. Cap turned to see Iron Man, Warbird, Giant-Man land next to him.

"You alright?" he asked.

"AHHHH! OMPH!"

The Avengers turned to see the Red Skull come flying out and hit the ground.

"Now I am" Cap replied seeing his enemy on the ground. The blood red dome disappeared and all that remained was Spider-Man.

"I really like that kid" said Iron Man.

* * *

Spider-Man and the Avengers all cautiously make their way to the Red Skull who was on his stomach facing away from them.

"I think this is yours" said Spider-Man handing Cap his shield, the living legend nodded his head then took the shield and strapped it on his arm and stepped in front of the group and stared down at the Red Skull.

"Give it up Schmidt, you've lost" he said.

"HA-HA!" the villain started before he began to laugh loudly "HAHAHAHA! NO! I HAVE WON!" he exclaimed turning over and holding up the Cosmic Cube with his left hand, "DESTROY ZHEM MY CELESTIAL!"

The Cosmic Cube glowed blue but as it glowed an orange and black beam fired out and hit the Cube.

The Avengers turned to Spider-Man as he lowered his right hand which had the Nullifier.

"I don't think so" he said.

**WRZZZT! WRZZZZT! **Came the odd sound, orange and black electricity roamed all along the Cube creating a light show of different colors.

"GAH!" grunted the Skull dropping the cube because of the electric sparks, "VHAT HAVE YOU DONE!"

* * *

**New York, Manhattan**

Agent Hill dove out of the way of a destroyed Ultron thrown by a Gray Hulk; she looked at the destroyed robot before holding up her weapon and firing a few rounds but suddenly the Gray Hulk glow blue before shattering into glass. She stared at it in shock before looking around to see all of the Gray Hulks doing the same thing. They glowed blue before turning to glass and shattering into a thousand pieces.

"Thank God" she whispered before dropping down to the ground.

* * *

**Washington D.C.**

The Blue Celestial looked down towards the ground because it had heard a command but as soon as it heard the command the iron clad hold the Cube had over it was suddenly severed.

"**Connection Broken. Power Primordial detected. Action. Destroy." **its voice boomed.

The Blue Celestial turned over its outstretched hand and held it over the heroes and villains, its hand glowed and dark blue energy began to gather.

* * *

**Down Below**

Spider-Man, the Avengers, and the Red Skull looked up at the hand that was hovering over them.

"YOU BUFFON ZHE COSMIC CUBE VAS ZHE THE ONLY THING KEEPING IT IN CONTROL!" the Skull yelled.

"Use the Nullifier Spider-Man" said Warbird.

"I….what if I destroy it?" he replied back holding his hand up.

"SO WHAT!" she shouted back.

"THE WATCHER SAID THAT WOULD BE A MISTAKE!"

Warbird's eyes widen at the mention of the watcher and turned her eyes to the dark energy.

"Well then I guess we're going to die then" she replied.

* * *

**RUMBLE! RUMBLE! RUMBLE!**

The ground beneath their feet began to shake before the real Incredible Hulk burst from his underground prison.

"RAHHH!" roared his eyes searching wildly.

"HULK!" Captain America shouted pointing upwards. The Green Behemoth turned his eyes up and growled before jumping.

* * *

The Incredible Hulk's mighty jump took him higher and higher all the while he was cocking his massive green fist.

"**HULK!**" he started right as he reached the Blue Celestial's forearm "**SMASH!"**

**BANG!** The Hulk's fist made contact with the Blue Celestials forearm and the amount of force from the hit was enough to knock the trajectory of the beam off course and away from the heroes. The Blue Celestials hand jerked to the left and fired at the ground creating a massive crater and giant wave like ripple along the ground.

"AHHHH!' shouted the Heroes as they were all tossed off of their feet because of the ripple. They were tossed all around every which way along with chunks of the ground and debris.

* * *

The Hulk gripped the Blue Celestial's forearm and pulled himself up onto the arm.

"**Annoyance. Destroy." **

The Blue Celestial raised its other hand and getting ready to incinerate the Incredible Hulk.

* * *

**Down Below**

Iron Man pushed himself up off the ground and into a sitting position.

"That didn't feel very good" he commented attempting to climb to his feet, he turned to the left but as he did he saw Thor's fallen hammer shake and rattle before being yanked up and into the clouds. Iron Man saw the clouds darken and lightening flash through the sky.

"THOR! HE'S NOT DEAD!"

* * *

The Blue Celestial raised its head upwards and stared at the clouds and at the Asgardian that descended through the darken clouds.

"NAY CELESTIAL! YOU WILL NOT DESTROY HIM!" shouted Thor pointing his Hammer at the Blue Celestial and allowing his lightening to strike it in the forehead. The Hulk yelled and then jumped, the Green behemoth sailed through the air and delivered a punch in the same spot that Thor's lightening had struck.

* * *

**Down Below **

"THOR! HE'S ALIVE!" shouted The Wasp pointing upwards and smiling.

"Thank God" Giant Man said looking up as well.

While they were looking up at Thor, Warbird and Spider-man who were picking themselves up off the ground looked over and saw the Red Skull rising up and attempting to get away.

"HE'S TRYING TO ESCAPE!" They yelled at the same time but the Red Skull didn't get too far before a red, white and blue shield hit him in the legs knocking him down. Captain America ran into view and jumped and landed on the Red Skull who had turned over in the nick of time.

"Trying to escape Schmidt" Cap growled struggling trying to get his hands on the Skull's neck but the two enemies were even in strength.

"I hate you Rogers"

"The feeling is mutual"

* * *

**In the Sky**

The Fantsti-Car flew through the air at top speed; on the hood of the vehicle was the wormhole machine that Reed and Sue had built to send the Blue Celestial back from whence it came.

They flew through the air and the Massive Blue Celestial came into view as well as the sight of Thor and the Hulk battling the Cosmic being.

"I'm gonna help them" said Johnny sitting up in his seat

"NO!" shouted Sue in fear "We stick to the plan….let's fire up the wormhole Reed" she said reaching for the controls but Reed grabbed her hand.

"Wait Sue….hold on"

"We don't have time for this Reed" she said.

Reed looked at the Computer and then at the Blue Celestial.

"Ben, Johnny help Thor and Hulk distract that thing but be ready to move when I give the signal"

"WHAT!" shouted Sue but before she could protest Ben and Johnny were already out of the Fantasti-Car.

"FLAME ON!"

"IT CLOBBERIN TIME!"

* * *

The Hulk wailed his mighty green fist on the Celestial head but no matter how hard he pounded he didn't leave a dent.

"RAHHH!" he shouted raising both of his fists.

**THUD!** The Hulk looked up to see Ben Grimm standing next to him.

"GRIMM!" The Hulk growled out.

"Green Bean" Ben replied holding up his fists as well "TOGETHER!" he shouted.

Ben Grimm and the Incredible Hulk brought their fists down at the same time.

**CLANG!**

* * *

Thor took in a few deep breaths but turned to the right when he saw the Human Torch hovering next to him.

"Sup Thor?"

"Johnny of Storms" Thor replied

"That's Johnny Storm but whatever….how about an Asgardian Fireball" he said with a smirk.

"What is that?" asked Thor.

"Well your Hammer and my fire" he replied holding up his hand and increasing his flames.

Thor looked down at Mjolnir and he smirked.

"Aye….Asgardian Fireball it is" he replied spinning his hammer.

Thor threw his hammer and Johnny thrusted his hands out and covered the Hammer in flames.

The flaming hammer flew and smacked the Blue Celestial in the head.

**BAM!**

* * *

Sue watched them fighting and she turned back to her fiancé.

"Reed what the hell?"

"Susan I'm picking up readings from this Cosmic Cube on the Fantasti-Car computer."

"So?"

"So, remember the Cosmic Cube is what was used to….call the Celestial here. If we can find it and fire the wormhole device at it"

"We can lock onto the space from which it originated and send it back there" Sue finished finally catching on, "Where is it?"

* * *

**Down Below**

Captain America delivered an uppercut to the Red Skull chin but the Skull responded with a straight punch. The Skull's arm was still a bit numb but he had regained enough feeling to fight.

Cap took the punch and brought his shield across the Red skull face again then he came round again but the Red Skull ducked and hopped up and delivered a knee to Cap's chin. Cap went back but he used that momentum to straightened his body and bring both feet up to kick him the chin with both feet. He completed his flip and landed on his feet. The Red Skull spit out some blood and turned to his enemy. The two were breathing heavily and both were bleeding from the nose, mouth and had numerous cuts along their bodies but neither would quit or give up. Captain America aka Steve Rogers stared at the man in front of him with such rage and hate that if he was in his right mind it would be surprise even to him. The man in front of him was responsible for decades of nothing but death and destruction that there was no way this battle would end with him surrendering. This was going to be a battle to the death, the final battle in a war between good and evil….and suited him just fine.

"RAHHHHHH!" Captain America screamed at the top of his lungs while running straight for the Red Skull. Cap gripped his shield and brought it to the front of his body. He jumped and rammed his shield as hard as he could into the face of the Red Skull.

"UGH!" the Red Skull grunted feeling the metal make contact with skull. He was airborne for a second before crashing down to the ground spitting out blood and groaning in pain.

The Red Skull's head rolled to the right to see the Cosmic Cube glowing vibrantly blue…..it was calling out to him. His ultimate power was just a few inches away all he had to do was reach. He weakly reached out trying to get it but he was stopped by Captain America putting a foot on his outstretched hand.

"LOOK AT ME!" Captain America roared.

The Red Skull gritted his teeth and turned his eyes back to him. Cap took hold of his shield holding it high ready to plunge the circular edge down onto his defeated enemy.

"You don't have the guts Rogers. YOU HEAR ME; YOU DON"T HAVE THE GUTS!"

"Oh but I do Schmidt….oh but I do. I've dreamed of this moment…and I always knew that it was going to me that ended you. This is for all of people that you have maimed, hurt and killed during your miserable life. This is for all of my friends that died at your hands during the war and this is for me…..and this time, you won't escape." Cap said darkly gripping his shield tightly and raising it higher.

"DO IT THEN!" The Red Skull roared.

"CAP NO!" shouted Spider-Man.

Captain America hesitated for a split second, but in that split second the Red Skull kicked him in the groin and crawled away towards the Cosmic Cube. Cap dropped his shield but he recovered enough to jump and land on the Red Skull's back before he could get the cube.

**FWOOOOOOOM!** Came a loud sound. The two combatants looked up to see the Fantasti-Car hovering a few feet above them. A white beam had fired out from a machine on the hood of the hovering vehicle and it hit the Cosmic Cube.

**KRZZZZZZZZZZZ KRZZZZZZZZZZZZZZZZZ**

The Cosmic Cube let off several white sparks before lifting up in the air. The Cube matrix suddenly shattered and the mini space inside was exposed for all to see. The swirling pocket of space grew bigger and bigger until there was a medium sized hole hovering in the air.

* * *

"Calculating coordinates there….its in" said Sue turning to Reed.

"It's not big enough" he replied "We have to increase the power"

"But"

"I know too many variables but….we have to" Reed said pushing up on a switch and increasing the power output

* * *

**KRZZZZZZZZZZZZ KRZZZZZZZ**

The medium sized wormhole started to expand and expand until finally the wormhole reached the size and scale of the Blue Celestial. Everyone down below stared at the massive sized wormhole in awe. On the other side of the wormhole colors that they had never seen before danced across their eyes as did the stars. None of them, not even the Fantastic Four had ever seen the stars twinkling so brightly or so close and they had been to outer space several times.

"Beautiful" Sue whispered.

Reed still staring through the wormhole reached up and hit the four on his chest.

"Ben, Johnny…the wormhole is up and…." Reed started.

**WRZZT!** Went the sound of the machine on the hood of the Fantasti-Car and that sound was quickly followed by a sparks of electricity.

The Wormhole stayed open but the wind began to kick up and pull towards the wormhole opening.

"OH NO!" shouted Reed attempting to shield his face from the intense wind.

"What?" asked Sue.

"THE MACHINE HAS MALFUNCTIONED! IT'S CREATING A VORTEX!" Reed yelled

* * *

The heroes shielded their eyes and did their best to fight against the powerful vortex that was the wormhole.

Iron Man activated his boosters and did his best to help keep Giant Man and the Wasp from being sucked towards the Wormhole.

Spider-Man was able stick to the ground thanks to his clinging abilities.

Warbird fought as hard as she could but she still found herself being pulled backwards.

"NOOO!" she shouted feeling her feet leave the ground but Spider-Man grabbed her foot and pulled her towards himself and help her stay on the ground.

* * *

**Fantasti-Car**

Reed hit the four on his chest again.

"BEN GET THE CELESTIAL INTO THE WORMHOLE NOW BEFORE IT SUCKS US ALL IN!" he yelled activating the Fantasti-Car reverse thrusters.

* * *

**Blue Celestial**

Ben looked at the Wormhole and his eyes widen, he heard Reed's shout and then he looked at the Celestial.

"How the heck am I supposed to do that?"

"RAH!" shouted the Incredible Hulk punching the Blue Celestial's foot as hard as he could.

"Ask and ye shall receive….HEY GREEN BEAN C'MERE!"

The Hulk looked at Ben and saw him grab the Blue Celestial's foot.

"GIVE ME A HAND!"

The Hulk nodded and ran next to him and grabbed hold as well.

* * *

**In the Air**

Johnny was in the air fighting against the pull of the vacuum as well when he heard Reed yelling for Ben. The Human Torch looked down on the ground and he saw Ben and the Incredible Hulk behind the Celestials right foot and it looked like they were trying to lift it up and that's when Johnny caught on to Ben's plan.

"I gotcha back twinkle toes" he said before turning to Thor, "HEY THOR!" he yelled over the wind.

The God of Thunder turned to Johnny.

"I THINK THEY NEED SOME EXTRA MUSCLE!" he yelled pointing down.

Thor looked down and he caught onto the plan as well, he winded his arm and threw his Hammer downwards.

* * *

**Blue Celestial**

"God this thing weighs a Ton" Ben grunted.

"TRY HARDER GRIMM!" The Hulk roared back.

"I'M TRYIN!"

**THUD! **

The Two heroes stopped when they heard the thud, they looked to the right to see Thor run and stand next to Ben and grab hold of the Blue Celestial.

"ON THREE!" said Thor.

"ONE!" Hulk growled out.

"TWO!" Ben shouted.

"THREE!" Thor yelled.

In unison three of the earth's strongest heroes tried to lift the Blue Celestial. Each of their faces contorted to show their struggle in lifting the Massive being.

"GRRHHHHH!" they each grunted tapping deep into their well of super-strength.

After a few tense seconds their combined efforts started to pay off, slowly the foot of the Blue Celestial began to lift and rise from the ground.

"COME ON GUYS IT'S LIFTING!" shouted Johnny hovering in the air.

"RAHHHHHH!" the Mighty three yelled with one final exertion. The Blue Celestial lifted up in the air and it was caught in the powerful vortex and started for the wormhole.

The Blue Celestial stared at the wormhole and the space on the other side.

"**Home" **it stated just as neared and then entered the wormhole.

* * *

**Down Below**

Captain America dug his fingers deeper into the ground trying to stop himself from being sucked into the vortex that was the wormhole. He raised his head slightly and he saw his shield coming towards him, he caught his shield and jammed it into the ground and held onto the circular object.

"Grrrrrh" he grunted trying his best to hold on.

**FWAP!** Cap's eyes widen as he felt someone grab his leg, he turned to see the snarling face of the Red Skull who reached up and grabbed him by his brown utility belt and climbed up. Cap elbowed him in the face but he took the blow and continued until he was right in the face of his enemy. The Red Skull let out a laugh before he reached up again and grabbed hold of both of Cap's hands.

"WHAT ARE YOU DOING!" Captain America shouted trying to hold on.

"KILLING US BOTH! IF I CAN'T HAVE ZHE VORLD ZHEN ZHE VORLD CAN"T HAVE YOU!" he growled lifting his fist and hitting Cap's wrist as hard as he could. He did it again and again until finally Cap's grip loosened and he let go.

"NOOOOOOOOOO!" he screamed as he and the Red Skull were sucked towards the wormhole.

* * *

**Few Feet Away**

Spider-Man's head lifted up as he saw the Blue Celestial enter the wormhole and he managed to release a sigh of relief.

"NOOOOOOOOOOOOO!" came a loud shout.

Spider-man turned his head to see Captain America and the Red Skull enter the Wormhole with the Blue Celestial.

"CRAP!" he shouted.

"What?" asked Warbird.

"I gotta save Cap he went through the wormhole" said Spider-man before he let go of her, he lifted his hands and shot a wide web at her that held her down to the ground. He then spun in the air and took a deep breath

'_This is a bad idea'_ he thought right as he was sucked into the wormhole.

* * *

**Fantasti-Car**

"Reed it's in CLOSE IT!" Sue shouted struggling to hold up the force field to block out the wind. Reed nodded his head and got ready to close the Wormhole when something caught his eye.

"SUE LOOK!"

Sue looked down to see Spider-man flying towards and then through the wormhole.

"NO! WHAT IS HE DOING!"

* * *

**Space **

Spider-man's eyes widen in absolute shock….no….amazement. Floating in what seemed like endless sea of colors in space were the rest of the space Gods/scientists known as the Celestials. There were dozens of them, each one taller, stranger and more magnificent than the Blue Celestial. They had different color schemes but they each seemed to have the same strange markings all over them.

'_Beautiful'_ he thought to himself. Spider-man's eyes moved away from the Celestials and to Cap and the Red Skull who were struggling with each other.

Spider-Man tired to fire a web but his web line came out like runny snot.

'_Space…no air .idiot'_ he thought _'Gotta hurry before we run out of air' _

Spider-Man started to kick his feet and flail his arms doing his best to reach Cap in time.

* * *

The Red Skull grabbed Captain America by his throat and started to choke him with all of his strength.

There was no air for them to speak but the Red Skull's red eyes spoke volumes. The Red Skull suddenly looked up and his eyes widen for a second.

Captain America took the advantage and broke his grip, a red fist that belonged to Spider-Man came into view punched the Red Skull in the face; he took the punch and responded with a kick to the stomach. The kick stunned him for second but it also managed to dislodge the Ultimate Nullifier that was clipped to his waist and send the weapon drifting away from the three of them. Spider-Man saw it go and tried to grab it but it was out of reach. He felt the Red Skull grab him but Spider-man quickly came around with a powerful and nasty left hook that caught the Red Skull off guard and caused him to lose his grip and pull away from the both of them and further into space.

Cap and Spider-man watched as the Red Skull helplessly drifted through space and towards the towering Celestials.

The two heroes were floating towards the Celestials as well but their momentum was quickly stopped by an arm wrapping around their waist. They both turned their heads to see the top half of Reed Richards stretching through the wormhole. He nodded at the both of them and he began to retract his body pulling them with him. Spider-Man cast a look at the drifting Nullifier and gritted his teeth.

'_Great job Parker' _

Captain America however paid no attention to the Nullifier and he kept his eyes trained on the still drifting Red Skull.

'_So long Schmidt….so long' _

* * *

'_NOOOOOOOOOO!'_ thought the Red Skull seeing his nemesis Captain America being pulled to safety. He grabbed at his throat because he was quickly running out of air; he turned around to see that he was in the middle of the group of massive Celestials a few of them were looking at him. The Tallest of the Celestials, Arishem the Judge, tilted his head down and looked at the intruding Red Skull while analyzing him for a second.

**(Human. Here. Impossible.) **he stated in Celestial language.

**(One of our Experiments?) **asked the Dreaming Celestial.

**(No. An Annoyance) **Arishem answered.

**(Then I will destroy the Human)**

The Dreaming Celestial lifted its massive hand and fired a beam of solid blue energy. The Red Skull stared at the beam of energy coming for him and he couldn't do anything as the energy incinerated him leaving no trace behind.

* * *

**Earth: Washington DC**

Reed pulled Spider-Man and Captain America back through the wormhole where they were immediately caught in a force field. Sue directed the force field against the vortex and back to the Fantasti-Car.

Reed quickly retracted his body back to normal shaped and frantically started to type into the computer.

"Please work" he whispered looking up at the wormhole. The portal quickly began to shrink and shrink until finally it flickered out of existence.

**KRZT!** Went the Fantasti-Car as it suddenly lost power and dropped but before it hit the ground Sue formed a force filed and gingerly set it on the ground with a slight thud.

A calm silence passed over everything as all the heroes were given a moment to breath and relax.

"Did we win?" asked Spider-Man looking around.

"Yes Spider-Man we did" Captain America answered staring at the spot where the wormhole once occupied, "It's finally… over"

"Good…..Go team…..Oy" sighed the wall crawler before collapsing in his seat and releasing a sigh of relief.

* * *

**Read and Review: Hey Readers it's me Nomad88 back again with the closing comments. WHEW! A Ton of stuff happened in this chapter and I hope everyone enjoyed it as much as I enjoyed writing it, so…what did I tell ya, I told you readers that the Epicness would be ramped up ten fold. Was it as Epic as I promised it would be, were you readers shocked, awed and amazed again. Did I blow away your expectations or am I just full of it. The big question though my loyal readers is this: Was the event more enjoyable than the Kree-Skrull War. That's the question I really wanna know the answer to, because that's what all my events will be about, one upping the Event before it. So I'm going to leave it to all of you out there, please drop a review and let me know what you thought of the chapter and the whole event in general, was it Epic or was it weak. I was going to combine this chapter with the Aftermath but as you can see it was too long so I broke it again and just made another chapter for it and it'll be out shortly. Oh! On another note, a rather funny note well it was funny to me. A friend of mine read the last half of the chapter and he pointed something out to me, he pointed out how it would be highly improbable that people could actually fight in space because the physics of being in space wouldn't allow it…yeah my friend is that guy…..and yes my readers I did tell him to shut up and just enjoy the fight. LOL! I know that's a bit random but I just had to share that, anyway, after you readers drop a review or a PM message with your thoughts or questions meet me back here for another chapter in the saga known as: The Spectacular Adventures of The Amazing Spider-Man, again review and this is Nomad88 saying Later…**

**Ps: I know no Batman or Secret Warrior but you readers can see why, these Spider-Man chapters are long and after I finish typing one chapter I'm just too tired to continue but be patient with me it's coming and when those chapters get here it will blow your socks off. This is me saying later…**

**Next Up: Aftermath **


	63. The Red Skull Unleashed: Aftermath

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it me back again with another exciting chapter in TSA: the Amazing Spider-man volume 2. This chapter is a bit of a slow down from the last couple of chapters. Our heroes and pretty much the whole Marvel U that I'm creating are dealing with the backlash of the Red Skull's grab for power. So I'm gonna stop talking but I wanna say one last thing: Read, Review(A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 55: Red Skull Unleashed: Aftermath**

**Washington D.C: Fantasti-Car**

Spider-Man released another sigh of relief before putting a hand to head. He was trying to get the adrenaline that was pumping a mile a minute through his veins to subside, but right as he tried to calm down a cold shiver ran down his spine.

"Uh oh…I just had a scary thought" he announced, "Dr. Richards, is there any chance those Celestials could, I don't know re-open the wormhole from their side?" Spider-Man asked sitting up in his seat. Reed looked up from the Fantasti-Car's computer and glanced at Sue first before turning around to Spider-Man.

"That's very good question. I would assume that in order to do that they would need the coordinates to earth but seeing as how they've been here before I'm inclined to think they could re-open the wormhole"

"Let's hope that they don't get any ideas" Sue chimed in turning to him as well "But if they do at least we have the Ultimate Nullifier for protection"

At the mention of the Nullifier Spider-Man started to rub the back of his neck sheepishly.

"Haha, funny you should mention the Nullifier" he started.

"Why is that funny?" asked Sue raising an eyebrow.

"Well, when I went through the wormhole to help Captain America…I sorta, kinda, maybe….lost it"

"You lost the Ultimate Nullifier!" Reed and Sue exclaimed at the same time.

"It's not like I planned it okay, the Red Skull kicked me and knocked it off of my utility belt and my webbing doesn't work in space so I couldn't' get it" he replied in an exasperated tone.

"Reed what are we going to do if they come here we have no way of…" Sue started before being interrupted back Captain America.

"They won't come here" he said for the first time since coming through the wormhole.

"What makes you so sure?" Spider-Man asked looking at him.

Cap glanced at him through the corners of his eyes and released a sigh.

"You saw them Spider-man…..you saw all of them, if they wanted to come here they wouldn't have allowed the portal to close, they would have kept it open" he reasoned.

"True, I mean they are space Gods with unlimited power"

"They have no interest in us, the only reason why the other Celestial was here was because of the Red Skull…and he's finally…. dead." Captain American finished turning his eyes back to the war torn White house. The living legend hopped out of the Fantasti-Car and he landed on the ravished ground, he looked down for a second before looking back up.

* * *

Captain America looked back up but he wasn't looking at the war torn White House, he was looking at a war torn city in France. Civilian bodies; men, women and children littered the ground lying in pools of blood with high caliber bullet casings next to them, which gave a real good indication on how they died. Cap looked over to the left to see a Red Skull painted with blood on a bullet ridden brick wall. He gripped the straps to his shield tightly as he stared at the calling card of his nemesis: The Red Skull.

"So much death" came a solemn voice next to him.

Cap turned to look at his sidekick James Buchanan '_Bucky'_ Barnes. Bucky looked up at Cap and he repeated his last statement.

"So much death" he whispered again.

"I know" Cap replied.

Bucky walked over one of the bodies and he knelt down to inspect, the young man lowered his head before turning back to his friend and ally.

"This woman's body is still warm, we probably missed him by minutes" Bucky said.

Cap looked at the woman's body that Bucky was next to and then at the tracks on the ground that lead away from the body and then mysteriously disappeared.

"That son of a bitch has found another super weapon and he used it against these civilians" Cap reasoned.

Bucky nodded his head and stood up.

"Cap…..Steve; I need you to do me a favor"

"What is it Buck?"

"If I don't make it through the war..." He started before being interrupted.

"Bucky not this again look"

"Steve just hear me out, if I don't make it through the war, promise me…..promise me you'll put a bullet in the Red Skull's head."

Captain America looked at his sidekick...his partner…his friend and he put a hand on his shoulder reassuringly.

"Bucky, I promise that one way or another the Red Skull is going to pay…and I'll be there to see that he does"

* * *

**Present**

"Finally, it's over Bucky, I wish you could be here to see it" Cap whispered to himself, the living legend took a deep breath and he looked around. He saw that the rest of his team of Avengers were slowly making their way over to him and they each looked a bit worse for wear which was understandable because of the hell they had all just been through, but despite their appearance the most important thing was that they were alive, alive to see another day.

"Well, that was an experience I'd rather not repeat" said Iron Man coming to a stop next to Cap.

"You won't have to, the Red Skull is dead" said Cap

"Are you sure?" Warbird asked.

"Positive" he replied with certainty.

"We can only hope" said the Wasp.

* * *

**Few feet Away**

Thor dropped to a knee and heaved a few heavy sighs. His injuries were bothering him but he could feel his body trying to heal itself.

"I have not had to use that much of my strength since the Attack of the Frost Giants 10 moons ago" the God of Thunder said out loud. He turned his head to the left to see Ben Grimm and the Incredible Hulk also taking in a few deep breaths. They each had exhausted themselves to the maximum trying to lift the Blue Celestial and through their combined efforts they succeeded in just that, he looked at them and let a smile grace his lips, "My allies this is a glorious day. We have won a battle against an enemy that the Asgardians dare not face. We must celebrate" he finished rising to his feet and grasping his hammer.

"I could use a beer right about now…and a back rub" Ben replied rubbing his neck and back, "Ugh my aching back"

"You're back hurts because you were the weak link in the group Grimm" Growled the Hulk folding his massive green arms across his broad chest.

Ben turned to him and smirked.

"I'm in such a good mood Jolly Green, imma let that one go"

"WHOOO HOOO! That's what I'm talkin bout" came Johnny's voice as he landed on the ground and put out his flames, "TEAMWORK BABY!"

"Aye Teamwork" Thor replied.

"Teamwork" said Ben with a smirk.

"Whatever" growled the Hulk

"Ah lighten up" said Ben placing a hand on his shoulders.

**BEEP!** went the sound of the 4 symbol on Ben and Johnny's uniform.

"Ben, Johnny you guys alright?" asked Sue

"Yeah we're fine Suzie"

"Good" she replied

"Hey you guys meet us at the Fantasti-Car" came Reed's voice over the line.

"We're on our way Stretch"

* * *

**White House- Front Lawn**

Giant Man grimaced a bit as Spider-Man shot a patch of webbing on the knife wound in his side that was given to him by Sin. He let out a strained breath and nodded his head at the wall crawler.

"Thanks"

"You're welcome, I know it stings but it should hold you until you can get some proper medical treatment"

The Wasp who was standing next to her husband looked around the area for the third time and she couldn't help but shake her head again.

"Are you sure that we won, I mean look at this place" she said softly.

"I believe the term you're searching for Jan is Pyrrhic Victory " Giant Man said, "The Red Skull may have been defeated but he dealt a detrimental blow in the process"

All of the gathered heroes heard him and they themselves looked around and had to agree. The Red Skull may be dead but he had definitely left his mark.

"Doesn't that mean the Red Skull won too?" Wasp asked. The question hung in the air they were all in their own words for a second but the silence was broken by Captain America.

"He only wins if we let him" the living legend stated looking up.

"What do you mean?" asked Iron Man.

"Don't you see that is what he wants" Cap said while turning to Iron Man, "This is exactly what he wanted, he wanted us to feel defeat to break our will, but we can't let him do it. The only way he wins is if we play into that. True we…were hit hard but we can't let that hit cripple us because if we do then the victory here today won't mean anything."

"Again are you sure it's a victory? Because I still don't see how a President getting murdered is a victory" Iron Man asked again but there was definitely a challenging undertone in his voice.

"Um guys I hate to break up this philosophical debate but whether or not this was victory is the least of our worries" said Warbird stepping up to the both of them, "I think the most important thing right now is trying to figure out what to do now that the threat of the Red Skull is over" she finished.

Captain America and Iron Man looked at her for a second before they both turned their heads. Cap turned his head to the left and then to the right and then back at the gathered heroes, and Hulk, Ben, Thor and Johnny who were coming towards them.

"You're right Warbird…..Our first priority right now is to look for survivors and help anyone that's been wounded. I want 3 teams, spread out for search and rescue"

* * *

**New York, Manhattan**

"HELP! SOMEONE HELP ME PLEASE!" came a shout from a man trapped under a cement slab at the bottom of a building. The man took in a few deep breaths and tried to move the slab which was mostly on his legs but no matter how hard he tried he couldn't move it.

"HELP!" he shouted again. He turned his head to left and his eyes suddenly widened. A girl that couldn't have been older than 16 or 17 passed through the wall and hurried towards him.

"Hi, I'm here to help you" said Shadowcat. She leaned down to grab him when he recoiled a bit.

"You're…You're one of them mutants" he said in shock.

"Yeah I am, you got a problem with that?"

"Well I…But….But…you're normal looking, in fact you look like my step-daughter."

"Lucky me" Shadowcat replied.

"I just thought, mutants, were monster looking creatures…like that lizard thing"

"Look not all mutants are like that, there are some who are different looking from lets say you and I but despite outward appearances we're all just the same….and we're not monsters" she replied.

"I'm human though" he replied

"So are we….just a bit more evolved"

Shadowcat bent down to grab him again but like before he recoiled but not as severely.

"What is it now?" Shadowcat asked.

"I won't get mutant germs will I?"

"I'm not even going to dignify that with a response" Shadowcat replied with a frown, she grabbed him by his shoulder and concentrated a bit. Once she was sure her powers were activated she began to back up and the man in her grasp easily phased through the concrete slab. The man looked on in shock and couldn't believe his eyes, he had passed through the slab like a ghost but his amazement quickly vanished as he caught sight of his left leg and the bone that was sticking out.

Shadowcat kept backing up until she and the man phased through the wall and to the outside.

* * *

**Outside**

Shadowcat came to a stop once they were outside on the street. All around the area were her fellow X-Men along with the Ultron Robots, they were all doing things similar to what she was doing and that was helping people from the wreckage. Once the Gray Hulks had disappeared the X-men were about to load up on the blackbird when they heard several cries for help and not being ones to turn their back on people in trouble they all sprung into action just like when the Gray Hulks appeared. Kitty looked around for a second before her eyes landed on the blue furry form of Hank McCoy.

"BEAST!" she shouted. The Blue mutant turned and quickly made his way over. He looked down at the man she saved and his eyes traveled to his leg.

"AHHH!" shouted the Man looking at Beast.

"Calm down sir, I'm here to help and yes I'm a mutant" Dr. McCoy said softly "You seem to have a compound fracture and the bone needs to be set or you could loose your leg"

Upon hearing he could loose his leg the man snapped out his daze and looked at his leg.

"Well set it"

Beast nodded his head and then hit the x on his uniform.

"Iceman we need you over here we have another Compound fracture you need to freeze"

"On my way" Iceman replied.

* * *

**In the Air**

Storm and Rogue flew through the air with civilians in their arms; they too were going through several instances like Shadowcat where people were shocked to see that mutants were regular people like themselves and not the monsters the media were painting them out to be. The two x-women descended down to the ground and delivered their wounded to an ambulance that was nearby.

Once they were secured the two took to the air again.

"Storm"

"Yes Rogue"

"Are you sure this is a good idea. Ah mean I'm all for helping people but…."

"Exposing ourselves" Storm finished, "I understand how you feel Rogue because the same thoughts have been going through my mind as well. Realistically speaking since Mutants have been upgraded from fiction to fact it was only a matter of time before we exposed ourselves to the public eye considering that we're the X-Men and we put ourselves in the middle of the human and mutant affairs. Being in the spotlight is something we're all going to have to get used to from now on. I believe Bobby would put it as the cat being out of the bag"

"Ah'll say" Rogue replied "Are you scared, this is new territory we're stepping in" the southern belle asked.

Storm let a smile grace her lips.

"I only have one fear Rogue, and trying something new is not it"

**BEEP!** Storm looked over and hit the X-Men button on the shoulder of her white uniform.

"Go ahead"

"Ro, I saw you and stripes over head" came Wolverine's voice over the line "I need the two of you down here to give me a hand there's some people trapped under this rubble."

"We're on our way Logan" she replied leaning to the left and descending downwards with Rogue right behind her.

* * *

**Down Below**

Colossus picked up an overturned bus that had a few civilians in it and he gently set down right side up. He then went to the doors and easily ripped it off and went inside.

"Is everyone alright…does anyone need medical attention?" he asked in that thick Russian accent. None of the passengers answered him immediately mostly because they were still in shock from the Gray Hulk's attacking them and the sight of the tall metal Russian in front of them wasn't helping their shock either.

"Is everyone alright" Colossus asked again.

The bus driver shook his head snapping himself out of the initial shock of seeing Colossus; he turned his head and looked at the passengers on the bus before answering him.

"No, we're alright….just a little shook up" he answered.

Colossus nodded his head at the bus driver.

"HELP!"

Colossus turned to the cry for help and he immediately left the bus leaving the stunned bus driver and passengers on board.

"Holy crap….that was a mutant" one of the passengers called out.

* * *

**Elsewhere**

Cyclops gently cradled his fiancé Jean Grey in his arms. Once all of the fighting had stopped he immediately went to her and tried to wake her but so far nothing has worked, he even tried to wake her through their psychic bond but even that proved useless. He pushed a few strands of red hair from her face.

"Jean" he said softly.

* * *

**Mindscape**

Jean opened her eyes and she took in a breath of air, she was floating in space and worlds, stars, gargantuan beings, and many more wonders passed before her eyes.

"Where….What…"

"**Be calm Jean Grey"** came a soft feminine voice. Jean turned her head in every direction until she looked down at her hands which were glowing with fiery orange energy. From her palms the energy rose up and formed into a miniature image of the phoenix.

"PHOENIX!" Jean exclaimed.

"**Be calm" **

"CALM! How can I be calm you've been terrorizing me for the past…."

"**I know, allow me to explain. When you called out to me and I took you for my host I was not in my right mind. I was hurt which is something that I have never felt before and my pain quickly turned into anger….uncontrollable anger that brought about a side of me I have never experienced…..a darkside" **

"A darkside? What about now is this darkside still with you?" she asked.

"No, my anger and the darkness has been…..I believe the word is suppressed so I am able to think clearly and I want to help you"

"Help me….with what?"

"**Can't you hear them….listen to their cries of anguish**"

Suddenly Jean's eyes glowed bright orange and images from Manhattan as well as other areas around New York played across her eyes.

"**Listen" **

* * *

**Hell's Kitchen**

Daredevil knelt down to an elderly woman and tilted his head to the side a bit; he couldn't hear her heartbeat which only meant one thing….she was dead.

"MOM!" shouted a woman about Daredevil's age. She ran towards the fallen woman and knelt down to her, "MOM!"

"I'm sorry, you're mother is dead" he said softly placing a hand on her shoulder. The woman burst into tears and started to cry uncontrollably.

Daredevil pursed his lips and hung his head for a second before he lifted it up again. A few feet away he could hear a man and woman sobbing and the slowing and then stopping of a heartbeat that belonged to a child.

"Dammit" he whispered to himself.

* * *

**Harlem**

"MR. CAGE OVER HERE MY UNCLE IS TRAPPED!" shouted 16 year old girl. The teen ran towards Luke and Iron Fist who were helping a couple of women onto a stretcher.

Luke was a bit worse for wear but thanks to his unbreakable skin and his super strength he was relatively alright. He turned to the shouting and he faced the teen.

"Who's trapped?" he asked.

"My Uncle….we were trying to get out our apartment building when those Hulk were attacking. We were almost out when the building collapsed, he managed to push me out but he….you have to help" she said frantically.

"Go Luke, I can take care of this" said Iron Fist.

Luke nodded his head and followed the teen to the apartment building but the front entrance was blocked by some rubble.

"Stand back kid" he said stepping back a few feet. He took a running start before tucking his chin and leading with his left shoulder.

**BAM! **

Luke easily burst through the rubble and he looked around the inside of the small lobby, he saw several people that were crushed under the rubble from the caved in ceiling but he didn't see the girls' Uncle. She entered the lobby and put a hand to her mouth.

"UNCLE NICK!" she shouted running over to a man that had a large piece of ceiling on top of him.

Luke ran to him and effortlessly lifted the rubble up and off of him. He stared down at the man and he had seen enough dead bodies to know that the girls' Uncle was no longer with the land of the living.

"I'm Sorry" he said to her.

* * *

**Greenwich Village**

"ARGH! MY ARM!"

"You're going to be okay" came the soothing gently voice of the heroine by the name of Jewel. She set the man in her arms down on the stretcher and back away letting the EMT's do their job.

"OKAY! OKAY! I'M MISSING MY ARM YOU STUPID…"

"By the power of Vishanti….ETOMB MALUSIUM" echoed Dr. Strange's voice.

Jewel looked around for a second before her eyes fell on the person she just rescued his breathing slowed down and his eyes traveled to his missing arm.

"Hey…..what did you do I don't feel any pain anymore"

"It wasn't me" she said holding up her hands.

A green mystical light shined next to her and out appeared Dr. Strange.

"It was I; I cast a spell to temporarily take away your pain" he answered.

"Thanks" he said right as the EMT's loaded him onto the Ambulance.

Dr. Strange put a hand to his head and released a breath.

"Are you alright?" Jewel asked.

"Fine, one of the Hulks got a lucky shot in, I have a protection spell in place but it can only protect me from so much"

"HELP!" "ARGH!"

The two of them turned around and looked around to see dozens more people yelling for help and screaming because of their injuries.

"I hope you have enough strength to cast a few more spells because something tells me it's gonna be a long day" she said rushing over to another victim.

"I'll manage" he replied taking to the air and allowing his hands to glow with mystic energy.

* * *

**Jean's Mindscape **

"I hear them…I hear all of them and I can feel their pain" whispered Jean.

"**We can help them Jean….together." **

"I…but…." She started before crying filled her ears again "Yes, yes we have to help them but how"

"**Give yourself over to me" **

"But….I still don't know…"

"**Jean, all you need to know is that I am Life. I am the Phoenix" **

"UGHHH!" grunted Jean as the fiery orange power inside of her began to intensify and spread outward and all around her.

* * *

**Reality**

"Jean" said Cyclops again.

Jean's head rolled to one side and then her eyes snapped open. They were pupiless and they glowed a simmering yellowish color.

She broke away from Cyclops' embrace and slowly stood up, she spread her arms and levitated high in the air.

* * *

Once she was high enough in the air Jean turned her head to the left and to the right and then tilted her head to the heavens.

"**I AM LIFE! I AM PHOENIX AND I SAY RISE!" **

The bright fiery orange power of the phoenix erupted from Jean's body and filled the sky causing everyone down below to stare upwards again. A wave of fiery orange power passed from the phoenix and spread out all over the city.

* * *

**Down Below**

"**RISE!" **

The wave of energy rapidly spread over and downwards upon the city infiltrating every nook and cranny and city divisions.

Shadowcat and Beast stared up at their teammate and at the wave of energy heading for them; the two prepared themselves but when the wave passed over them there was no pain or impact of any type, the energy washed over them and gently embraced them.

"It's so warm" said Shadowcat.

"No, it's cool to the touch" Beast commented.

"Well whatever it is it feels great" said Iceman.

"MY LEG!"

Shadowcat, Beast, and Iceman turned to the man they had just resuced. Iceman had put his leg in an ice cast so as to protect him until they could get him proper medical attention but the wave that washed over all of them melted the ice and then seeped into the gaping wound that was the man's leg. The wave of energy wrapped around the injured limb and began to painlessly repair the damaged tissue. They each stared in shock as the bones knitted together and pushed back into place followed by the muscles realigned and repairing. Finally the skin formed back over it over the man's leg and there was no trace of any injury left behind.

"Holy crap" the man said grabbing his leg and running a hand along the smooth skin "I….it's fixed…I can…" he started before getting to his feet and walking around "I CAN WALK!" he shouted, "It's….it's a miracle"

The three mutants looked at each other before turning back to the sky to look at their teammate as she continued to spread the wave of energy all over the city.

* * *

**Hell's Kitchen**

The wave of energy passed over Daredevil and he lifted his head and flared his nostrils. While he couldn't see the wave he could smell it and he could feel it. The scarlet clad hero quickly took off his glove and held his hand up. The wave of energy wrapped around his hand and due to his abilities the sensation was driving him wild. The smell and feel reminded him of something….no someone that he had long since buried…figuratively and literally.

"Karen" he whispered.

"OH MY GOD MOM!"

Daredevil turned to _'see'_ the woman's mother open her eyes and sit up. He tilted his head and sure enough her heart was beating like normal and not only her but the couple several feet away were celebrating the revival of their child as well.

* * *

**Harlem**

"Sweet Christmas….I wouldn't've believed it if I hadn't seen it" said Luke looking around the lobby that was full of dead people but was now filled with people sitting up, and they were alive and well.

"UNCLE NICK!"

"Damn, what happened" he asked his niece while rubbing his head.

"It doesn't matter you're alive!" his niece exclaimed hugging him tightly.

* * *

**Outside**

"AGH! What's happening" groaned Danny Rand aka Iron Fist, he sunk down to his knees grabbing his right fist in slight agony. He looked up to see the wave of energy passing over everything and all of the wounded people were suddenly healed and all of the people that were dead were waking up but as more of the energy surrounded him his fist began to burn more and more.

"AGHHHH!"

* * *

**Up Above**

"**Can't you feel it Jean we are helping them, we are saving them….we can do so much more together if you fully give yourself over to me" **

"No, I can't….I can't"

"**Jean do not lose focus" **

The wave of energy ceased to spread and the fiery form of the Phoenix began to recede back into Jean's body and she began to fall to the ground.

* * *

**Down Below**

"JEAN!" Cyclops screamed watching her fall yet again but his fears were put to rest as Storm swooped in and caught her in the nick of time and gently carried her down to the ground and back into the arms of Cyclops.

"Scott….I-I…tried…I…couldn't give myself to…it..….I couldn't…." she started before passing out.

Storm looked at her longtime friend in worry, but her concern was broken by the sound of muttering. She turned to see several people staring at them, some in wonder, others in fear and many more in amazement.

"Cyclops I believe it's time we take our leave"

Cyclops looked around and he saw the people with their eyes on them and he nodded his head while reaching up to the X button on his chest.

"X-Men, regroup at the Blackbird" he stated before looking at Storm "Storm gives some cover" he said shifting Jean in his arms slightly.

Strom's eyes turned white. A few seconds passed before a thick cloudy mist began to roll in and shield them from the view of the public. The mist only lasted for a short while before it subsided but by the time it cleared up the X-men had vanished.

* * *

**Washington D.C. **

Spider-Man bent down and grabbed a big rock; with his strength he moved it to the side. Under the rock was a middle aged man that looked like he was hurt badly, acting quickly Spider-Man carefully picked him up and carried him over to one of the Shield Emergency Rescue teams.

Not long after Captain America gave them orders to start searching for survivors several Shield issued Helicarriers arrived. The Shield Agents quickly set down and began to set up medical tents for the wounded and they also aided in the rescue.

Spider-Man carried the man over and placed him down on the ground and two Shield Agents started checking him over. The wall crawler heaved a sigh and turned back around with the intentions of looking for more survivors.

'_The Red skull did a number on this place…..look at all of this. Is it wrong of me to be glad…no happy that he's dead instead behind bars. It can't be wrong I mean he was the Red Skull…a crazy and insane terrorist. He deserved to die…right and plus we couldn't save him away_' Spider-Man thought to himself. He turned his head to the right to see Captain America talking to a shield agent.

'_I bet you Cap isn't even debating with himself over this. I pretty sure he's happy that the Red Skull is dead' _

Cap nodded at the Agent and then lifted his head and looked in Spider-Man's direction. He excused himself and then began to walk over.

'_Uh Oh…he's coming over…act natural act natural' _

Spider-Man put his hands behind his back and began to whistle.

'_That's natural!'_ he exclaimed in his mind just as Cap reached him and smiled.

"How are you holding up son?" he asked

"Me, oh uh I'll be fine, just a few aches but nothing I can't handle, I heal pretty fast" said Spider-Man to the living Legend.

"Good to hear, Spider-Man you really held your own out there against the Red Skull, where did you learn your skills?"

"Oh, a blind man taught me how to fight" Spider-Man replied.

Captain America smirked and folded his arms across his chest.

"Fury told me you had a humorous side as well as a thing for privacy, which is your right, so if you don't want to tell me that's fine. I just wanted to say…Thank you for saving my life and for your help today"

"Well you know, it's kinda my thing" he said nonchalantly.

"Fury also told me that he's trying to recruit you into Shield"

"Well he's not exactly trying…more like he's strong arming…..forcing me into Shield"

"You don't want to join?" Cap asked, "Why not?"

"Well….the whole yes sir no sir thing doesn't really…..mesh well with me and also I don't like being forced into something…..it should be my choice, not to mention Fury isn't exactly the nicest person to be around"

"He does take some getting used to" Cap responded "But he means well"

"Does he?" Spider-Man asked with raised eyebrows.

"Of course, but since you do not want to join Shield….how about the Avengers. I think you've proven you've got what it takes to join our ranks"

"Join the Avengers!" Spider-Man exclaimed. His head was spinning at the offer that was just given to him by Captain America nonetheless, this is an offer than anyone in their right mind would jump at the chance and he almost said yes but right before the words could form in his mouth a thought crossed his mind.

"Would I have to give up my identity?" he asked the living legend.

"Well, yes we are a team and we try not to keep secrets from each other. Your identity would only be known to us and not the outside world. Trust me; it would be safe guarded with the utmost of importance"

Spider-Man released a sigh and hung his head as soon as Cap told him he would have to reveal himself; he knew he couldn't accept the offer. Once they knew, it wouldn't be even a day before Shield and Nick Fury knew and once that happened he would be on the database and his precious anonymity that he desires so much would be gone just as Daredevil told him it would be.

"I'm sorry Cap I'm going to have to decline your offer"

"Why?"

"Tit's not that I don't trust you its just….."

"You like your privacy. I completely understand but you should know that you are passing up an opportunity to be apart of something greater than yourself. The Avengers are about keeping the world safe from harm"

"I know and again I'm sorry but…I can't"

"It's fine, the offer still stands though, if you ever change your mind, which I hope you will there'll be a spot waiting for you"

"Maybe someday Cap, just not today"

Cap smirked at his comment and then patted him on the shoulder; he got ready to turn when Spider-Man caught his attention again.

"Hey Cap"

"Yes Spider-Man?" he asked.

"Were you really going to kill the Red Skull before I….interrupted you"

"Yes I was" Captain America answered instantly "Why do you ask?"

"Its just that, before I became Spider-Man my mentor of sorts told me that killing is wrong. It's important to defeat our enemies not kill them because if we kill them, then we're no better than them"

"Your mentor is a wise man" Cap said looking down at the ground for a second before looking back up "He is wise…but he's a bit naïve as well"

"How so?"

"Because he has a very Black and White view of a very shaded world. It would be nice to think in black and white but I'm afraid the world is filled with too many gray areas and you have to change your perspective. Killing is right in the middle of that gray, right along with War and Euthanasia. Although, I can see where your mentor is coming from, I believe that the no killing rule pertains to common thugs or just people who need an attitude adjustment. The Red Skull however…..is anything but common or a thug. This is a man that has dedicated his whole life to spreading nothing but evil, pain and chaos, he has done atrocities that…..that will give you nightmares at night and make you question if there really is a God, and someone like that Spider-man…..has no reason to live and you have to make the hard call and must do what is necessary to save the lives of others."

Spider-Man listened to Cap's words and what he was saying made sense but could he really make a decision like that, he released a sigh and rubbed the back of his neck. Captain America could see that he was thinking over what he said and as a way of easing his concern he placed a hand on his shoulder again.

"Listen, don't worry about this right now, you're still a bit young but in time my words will become easier to deal with, but in the future if you ever find yourself in a situation where killing may seem necessary and you want to put it in perspective…. just ask yourself…..Is the world better off without this person or will I be better off"

Captain America nodded his head and offered him a smile before he turned and walked away. Spider-Man watched him go and then folded his arms across his chest.

"Hopefully I'll never find myself in a situation like that but knowing my luck…it's probably right around the corner. I'll have to talk to Daredevil again about this but I'm pretty sure that I wouldn't be able to kill anyone, no matter what they did"

Spider-Man turned back to the front and continued his search for more survivors.

* * *

**White House- Helicarrier**

The eye of Colonel Nick Fury opened and came into focus. The first thing he saw was a shield doctor hovering over him, he groaned a bit as the doctor shined a light in his eyes.

"Colonel can you…." The doctor started before he was shoved out of the way by Fury. He slowly but surely began to rise to his feet. He was sporting several cuts and lacerations along his body and face but he wouldn't let a little pain stop him, especially since the infinity formula was starting to do its job. He looked around the destroyed capital and anger swelled in the pit of his stomach. The colonel took a few shaky steps forward before he almost collapsed thankfully he didn't hit the ground, he was caught by Warbird.

"Easy sir, you took quite a fall and you need to rest"

"Spare me Danvers. I'll rest when I'm dead now report" he said gruffly.

"The Red Skull is dead"

"I wanna see his body, where is the body?"

"It's not here" Warbird replied.

"Then he's not dead"

"Yes he is, The Red Skull is currently floating in outer space. Captain America and Spider-Man both agree he's dead"

"Spider-Man. Didn't I tell you to ditch him" Fury responded.

"I did, but….he showed up here in DC somehow and…..Colonel without him we wouldn't have been able to defeat the Red Skull. He showed up and gave us the balance that we needed to win the fight"

Colonel Fury stood up straight and he glanced at Warbird. She stared at him trying to figure out what he was thinking but as usual Colonel Fury was hard to read.

"Once everything is settled I want a full detailed report of everything. I want nothing left out" he stated firmly.

"Yes sir" she replied.

"Where are we now?" he asked.

"We're currently searching for survivors and giving them proper treatment. Civilian medical teams are currently trying to get through the rubble but it's proven to be difficult. The Vice President or rather the new President is on his way here from the Pentagon."

"What about the Red Skull's lackeys"

"We're rounding them up now" she replied.

* * *

"I say we kill them" said Hawkeye.

"I say we kill them slowly" said Mockingbird.

"I wish we could….but they could have information that we need so we won't kill them…but we will throw them in deepest hole until we need them" came Sharon Carter's voice. The three Shield Agents were standing over the beaten and unconscious forms of Sin and Crossbones.

"Come on you really think they know anything? You really think the Red Skull would tell them his deepest darkest secrets"

"He might" Sharon reasoned "And we can't take the chance that they don't know anything"

"You know….I'm really starting to hate the red tape" commented Hawkeye while putting his hands on his hips.

"Well get used to it sport…comes with the job" Mockingbird replied.

"Shouldn't you be practicing calling me husband" Hawkeye said glancing at her through the corners of his eyes.

"We aren't married yet…..sport" she retorted with a smile.

**THUD! **

The three Agents of Shield turned to the sound and saw Iron Man making his way over to them but upon seeing him their eyes drifted towards the items in his hands. The items were the Taskmaster's costume and shield.

"Correct if I'm wrong but isn't there supposed to be a body in those clothes?" asked Hawkeye.

Iron Man stopped and then threw the clothes down onto the ground next to Sin and Crossbones.

"That's what I thought too, but it seems the Taskmaster is a slippery bastard" Iron Man replied.

"How did he escape we would've seen a naked man running around" said Sharon.

"He must've done it before you shield guys got here. He probably saw the fight going south and ditched his clothes so we wouldn't go looking for him probably because no one knows what he looks like under the costume" Iron Man reasoned.

"Great. A loose end" Mockingbird said pursing her lips.

"Yeah but he knows that we will hunt him down as soon as he shows his masked face again. For being apart of killing the President and destroying the White House no one is going to touch him…he has no place to go, so it's only a matter of time before we catch him" Hawkeye said with determination as he stared down at the costume.

**WHOOP! WHOOP! WHOOP! WHOOP!**

The Agents and Iron Man looked up at the sound and saw several military grade helicopters heading for them.

"Suit"

Iron Man's viewing screen magnified and showed him the helicopters up close.

"It's the Vice President"

"Probably coming to make a statement for the Public. He is the new President now" Sharon replied staring up as well.

* * *

**Few Miles away**

A handsome man with wavy brown hair, brown eyes, and tan skin briskly walked through the rugged and destroyed streets of Washington DC. He pulled the windbreaker jacket he was wearing closer to his bare chest and tried his best to stay out of sight which was proving to be an easy feet. All of the people and officers were busy scrambling trying to get to people who were hurt or trapped in the rubble. The man came to a stop and looked to the left he saw a dark alley; he pulled up the flaps of the windbreaker and headed down the alley. He walked until he came to a door on the right side of him; he faced the door and lashed out with a powerful kick that made the door break inwards. He stepped inside and looked around to see that he was in some type of tattoo parlor.

The man listened for an alarm and when he didn't hear one he quickly searched the tattoo parlor for a phone.

Finding the phone he grabbed it off the hook and dialed a set of numbers he knew by heart and then patiently waited.

**RING! CLICK!**

"I'm sorry but you have reached a number that has been disconnected please…" started a woman on the other line but she was interrupted by the mystery man.

"Shut up and run the ID: TM391030, this is a public line so remember to run a block you sound like you're new" he snapped.

"Hold Please" The phone operator responded sourly.

**RING! RING! CLICK!**

"Hail **Hydra**. As I live and breathe…Taskmaster it's been a while" came a seductive and playful voice on the other line.

"Viper I don't have time for you put Strucker on the line" The Taskmaster snapped.

"I don't think he wants to talk to you…I mean you did screw us over pretty good" the woman named Viper replied still in that seductive and playful voice, "You're better off talking to me, I'm the only friend you've got in Hydra"

"With you for a friend who needs any enemies"

"I'm wounded"

"So"

"Okay enough pleasantries. Why are you calling?"

"I want back in with Hydra" he stated.

"Just like that, out of the blue you want back in. I don't buy it" Viper said suspiciously.

"What can I say I'm home sick"

"Or you could say that throwing your chips in with the Red Skull hasn't paid off so well"

The Taskmaster fell silent and took in a few easy breaths before he said anything else.

"You've got eyes on DC"

"Of course we do…the whole damn world was watching what was going on. I have to say, I give the Red Skull some credit for killing the President of the United States but in the end he failed…..he always fails. Why do you think Strucker broke away from him years ago?"

"I was wrong is that what you want to hear?" Taskmaster growled into the phone.

"I'm not the one who wants to hear it"

"Well I have to get back in with Hydra for him to hear it Viper"

"What are you offering Taskmaster? Seeing as how the only reason you want back in is because the Avengers will be hunting you like a dog for the rest of your days and you want protection" she said laughing a little bit, "I mean I could get you back into Hydra but you have to offer me something and you have to offer Hydra something"

The Taskmaster held the phone away from his mouth and he cursed silently. He hadn't expected Viper to deduce his reason for calling so quickly, but in retrospect it was foolish for him to think that she wouldn't, the woman was smart….damn smart.

"What does Hydra need?" he asked already knowing what she was going to say, it was his job when he was with Hydra before he left to join the Red Skull.

"You know what we need. We need trainers for our men; no one is as good as you…..you and that muscle memory of yours"

"Fine, I'll train Hydra soldiers again. Now tell me the real price….what do you want?" he asked with narrowed eyes.

"Your loyalty. Not to Hydra but to me, there will come a day when I'm going to be in need of your services and when that time comes you fulfill it without question and without fault am I clear?" she asked a slight edge in her voice.

The Taskmaster pursed his lips tightly together.

"A very dangerous game you're playing Viper if this favor is what I think it is"

"Hmph. Life is all about risk and danger and you haven't answered my question. Yes or no right now"

"Fine….you have my loyalty. Now send someone to pick me up"

"I already dispatched an extraction team, so just sit tight. Hail Hydra" she said before hanging up.

"Yeah. Hail Hydra" he replied before slamming the phone on the hook, "DAMMIT!"

* * *

**Later that Day 9:45: Manhattan- Jumbotron**

"_This is Michelle Burns and we are heading into the 7th hour since the Red Skull attacked Washington D.C killing hundreds of civilians as well as killing the President of the United States. Along with staging an attack on the Capital of this great nation there was an attack right here in Manhattan. The details are sketchy as to how the Red Skull was able to do these atrocities and so far the government has offered no information but the former Vice President now President Thomas Francis Drake did make a statement earlier today: _

* * *

_President Drake: In the face of this horrendous attack and tragedy on our soil we must not devolve into panic. Now more than ever we need to pull together as Americans and show our fortitude and will to stand strong. The person responsible for this heinous crime: The Red Skull has perished and his associates will answer for their crimes this I promise you America. The coming days my fellow Americans will be hard because this is a day that we will never forget but I promise you it will get easier….._

* * *

_Michelle Burns: The President went on to discuss relief efforts for D.C. and relief efforts for Manhattan but while his relief efforts was the talk on the lips of everyone this afternoon news this evening however, everyone was abuzz with the talk of Heroes who risked their lives to stop the Red Skull. As you can see on your screen we have some footage of the fighting courtesy of one courageous reporter. On the footage you can make out the Avengers, the Fantastic Four and even this cities own Spider-Man. Through the combined efforts of these brave individuals the Red Skull was defeated, but they weren't the only ones fighting the good fight. _

_The images on your screen now are footage from an anonymous amateur but whoever it was managed to get some shots of several colorfully dressed individuals protecting New York from the Hulk attacks. They seem to have powers of their own but as to who they are we take you now to some eyewitness accounts. _

* * *

_Civilian 1: They were mutants_

* * *

_Civilain 2: Had to be mutants you should have seen how tall this metal guy was and he was strong as I don't what._

* * *

_Civilian 3: She was mutant…she said so herself. I mean she passed through the walls like a ghost and her blue friends help to set my leg, they were nice people…regular just like us…only with powers. And I coulda swore I heard one of them say they were the S-Men or the X-men….._

* * *

_Michelle Burns: Well whoever these S-Men or X-Men are not only were they responsible in helping to protect Manhattan but also it seems one of them was responsible for what eye witnesses say, turning into a firebird and healing countless wounded civilians and even raising some from the dead…but more on that later…we now take you live to the President for another statement…_

* * *

**London England-**

A man with slick back jet black hair, dressed in a Victorian style outfit stood in front of his flat-screen television staring at the paused news report. He took a sip of wine from his cup and he turned slightly letting his obsidian eyes landed on a very beautiful blonde haired woman dressed in a tight white corset, with white gloves, a white thong and white boots.

The alluring woman was standing behind him with her arms crossed across her ample chest.

"Did you hear that...one of them turned into a firebird, healing countless wounded and even raising people from the dead" the Man said slow and deliberately, "It is as I told you Emma. Jean Grey is the Phoenix, do you know how much power she wields"

"Yes, I do, I sensed it….anyone who is a telepath could sense the amount of power she exerted, almost cracked my skull open" the woman named Emma replied.

"HAHAHA! I must have her at my side Emma, since the moment you told me about her I knew what she was and this only cements that confirmation"

"You won't be able to control her Shaw"

"That's where you're wrong Emma, I have come up with a full-proof plan but just a bit more…research is needed before we can put it into action and once we have the Phoenix….. **The Hellfire Club** will inherit the Earth. HAHAHAHAHA!"

* * *

**Manhattan- 9:45pm**

The Fantastic Four and Spider-Man flew high in the sky in the Fantasti-Car. They each had tired expressions on their faces and rightfully so, they were all yet again involved in a battle for their lives and right after the battle for the Galaxy they began to search and rescue any survivors of the attack. Needless to say it had been a very very long day for all of them.

Spider-Man released a yawn and he looked at the Jumbotron they had just passed, it showed some footage of the X-Men in action and he heard they were being counted among the heroes that helped to save Manhattan.

'_That's good….they could use a bit of good publicity'_ he thought to himself.

"We're coming up on the Baxter Building now" Reed Richards called out.

"Bout time" Johnny replied letting a yawn as well.

Spider-Man turned his attention back to the front just as they flew into the building from the open balcony.

* * *

**Reed's Lab**

The Fantasti-Car easily set down on the tile floor and the heroes inside each released a sigh.

"Home sweet home" said Sue patting her swollen abdomen.

"Ugh…if anyone needs me, I'll be in my room sleeping for a week" Ben said while getting out of the car.

"I'm right behind ya Ben" groaned Johnny hopping out of the Fantasti-Car as well "First I gotta call Gwen….make sure she's alright"

Reed, Sue and Spider-Man were the last ones to hop out of the Fantasti-Car.

"Oh my aching bones" Spider-Man commented cracking his back, "Thanks for the ride guys but I gotta get going. I have someone I need to check on, see if they're alright and all"

"Thanks for all of your help Spider-Man" said Sue

"Hey it was a team effort right" he replied walking towards the balcony "Oh Congrats on the baby Sue"

"Thanks"

"I guess that means you guys are gonna be holding auditions right?" Spider-Man replied in an off handed joking tone.

"What do you mean?" Reed asked.

"Well Sue you're about to pop…I mean give birth so that means you're going to be out of commission for a while which means the Fantastic Four will become the Fantastic Three…..or you guys are gonna have to hold auditions for new members"

Reed and Sue glanced at each other for a second; Spider-Man had just reminded them of an issue that they were discussing before the business with the Red Skull interrupted them. Sue looked down at her abdomen and then back up at Spider-Man.

"You are right about something Spider-Man, the baby is almost here, and once he gets here something will have to change" she said softly.

"Well if you guys ever need a hand…or a you know a fourth. Don't hesitate to give me a call" he replied before jumping off the balcony and swinging away.

* * *

Reed and Sue watched him swing off before turning to one another again.

"You see Sue our little dilemma has worked itself out, Spider-Man has offered his help so you can stop worrying" he said with a smile.

"Reed, Spider-Man was just being nice. I mean I know we could call on him if we ever need him but he already lives an adventurous life, wasn't he just fighting a Lizard monster a week ago. We need someone that's going to be able to live here and be with you guys for when the Fantastic Four are needed"

"Sue. Ben, Johnny and I can handle ourselves just fine as the Fantastic Three until you recover from giving birth" he reassured her.

"I know you guys could but…..I just don't feel like you should. Reed what we do is a four person job and being down a member could throw the success rate of our missions off and that is something I can not allow to happen. What if Victor attacked us right now…..every time we go up against him it takes all four of us to take him down. If it was just the three of you could you guarantee that you would win. I'm not so sure and I will not take that chance…..especially when it's my family on the line"

Reed scratched the back of his head and looked into his fiancé's eyes and then looked away. He could see where she was coming from and he had to admit that she had a valid point.

"You're right, our whole structure is based off of a four person group, but Sue people will always need us, so I'm curious, what are you suggesting that we do until we find a suitable replacement?" he asked.

"I'm suggesting that for the time being…The Fantastic Four be suspended" Sue answered reluctantly.

Reed's eyes widened a bit at her suggestion but his surprise faded and his rational side took over and an understanding look passed over his face.

"I think you're right, this might be the best course of action, but I think we might need to hurry up with those auditions because something tells me Ben and Johnny are not going to like this when we break it to them" said Reed glancing in the direction that they went.

* * *

**Shield Helicarrier- Captain America's Quarters**

Steve Rogers sat on the edge of his bed with an old worn out picture in his hands, he let a smile grace his lips as he stared at the photo of himself and his partner in arms Bucky Barnes.

**KNOCK! KNOCK! **

Steve looked up at his door when he heard the knocking, he quickly folded the picture and placed it on the bed.

**KNOCK! KNOCK!**  
_'It's probably Sharon coming to check up on me'_ he thought.

"COME IN!

The door swished open and to his mild surprise it wasn't Sharon but Tony Stark. Tony entered the room, he was sporting some bruises and he had a bandage on the left side of his face but for the most part he was fine. Steve studied him for a minute and from the slight frown on his face he quickly deduced that this wasn't a social meeting but one that could potentially lead to an argument.

"Hello Tony, how are you feeling?"

"Fine, Steve just fine but I'm not here to discuss that, I'm here to talk to you about the Red Skull"

"Okay then, what would you like to talk about?" Steve asked going to his bed and sitting down.

"I wanna know why didn't you save the President" Tony asked in a demanding tone. Steve released a sigh and stared at Tony, he had been anticipating this conversation but he didn't think it would come so soon.

"There was no way to save him Tony"

"Bull….all you had to do was say the Red Skull beat you and he would be alive"

"But then we wouldn't be…..the world would be in ruin right now"

"You don't know that" Tony countered.

"But I do Tony; you didn't know the Red Skull as I did. He was going to kill the President anyway, so if I was to say he was better than me he would've killed him and then killed us. By not giving into his whims I was able to buy us enough to think up a plan to defeat him"

"But in the process hundreds died" Tony stated folding his arms across his chest, "And by the way don't try to pull that you knew we were gonna come up with a plan crap…because you didn't…...you didn't know anything other than you didn't want to say what he wanted you to say. That he was better than you or he beat you or whatever. It's just words Steve…all you had to do was say them, you didn't have to mean them. Do you know how many people I've said I'm sorry to and I didn't really mean it? This is a new decade Steve….you need to learn to LIE! You and your damn Pride cost us…."

"PRIDE!" Steve shouted standing up and getting in Tony's face "This was never about Pride Stark"

"Are you sure Rogers...are you so certain that it wasn't?"

Steve had a flabbergasted look on his face for a second before putting a hand to his forehead and looking at Tony again.

"You're right about one thing. It is a new decade, so what you're saying is that you would compromise your ideals and principles on the command of Madman?" asked Steve.

"I wouldn't like it…..but if it meant saving hundreds or thousands of innocent lives you damn right I would" Tony responded.

"Now you're just talking" Steve replied turning away from him. The room fell silent for a second before Steve started speaking again "What kind of fight do you think we were in Tony?" asked

"Huh? What does that have to do with anything?" he asked.

"Everything. Now answer the question"

"We were in the usual type of fights we're always in"

"No Tony, those are battles…this….what we just went through…..it was a War" Steve stated seriously "And in Wars Tony...there are casualties…. you loose people, people you care about. The Red Skull declared War on us and the President was a casualty, along with those people he slaughtered. There was nothing anyone could do or say to save those people. The moment the Red Skull had that power he made up his mind he was going to kill innocent lives and you would see that if you got your head out of your Ass"

"What if it was me the Red Skull was holding Steve?" Tony asked, "Would you have let him kill me?"

"….." the living legend didn't' respond he just kept staring at Tony with a hard stare.

"What if was Thor, Hank, Janet, Carol or Maria huh…would you have let them die?"

"…"

"What if it was Sharon?"

Steve's eyes widen for a second but it was enough for Tony to latch onto and he shook his head in disappointment.

"I see that got your attention, so you would…compromise for Sharon but the rest of us are fair game. It's nice to see where we stand Steve" he said turning away from him and heading for the door.

"Tony, there was nothing I could do"

Tony glanced at him, staring at him with that disappointed look on his face before leaving his quarters. Steve gritted his teeth in anger slammed his fist into the wall.

"Even in death you still manage to cause trouble for me" he said out loud. Steve released a frustrated sigh before going back to his bed and sitting down, he grabbed his worn out picture opening it looking at himself and Bucky again, "I Really wish you were here…you'd agree with me, there wasn't anything I could do…..right?"

* * *

**Elsewhere- Fury's Quarters**

Carol Danvers stood before Colonel Fury with her hands behind her back and her eyes trained on her commander. She had just finished giving him her full report on all the events that transpired during the Red Skull's attack. She was sporting some injuries of her own including some bandages around her waist which secured her cracked ribs. Luckily for her since acquiring her powers she gained something of a healing ability but they were still very tender.

"Is that all?" he asked in his gruff voice.

"Yes, sir" she replied.

"Ultron. I don't know whether to thank Pym or throw his ass in a deep dark hole for keeping something like this from me. He better believe we're going to have some words about this Robot of his"

"I knew you would be upset about that" Carol said letting a smirk grace her lips.

Fury shook his head and then leaned back in his seat. He let his tactical mind process everything Carol had just finished reporting to him and out of all the information given to him one subject stood at the forefront of his mind; Spider-Man.

"In your opinion what should I do with the kid?"

Carol shifted a bit because she knew whom he was referring, there was only one kid that he would be talking about and that was Spider-Man. She mulled the question over in her mind for a bit before answering him.

"Honestly. I think you should leave him alone" she stated.

"Why is that?"

"Because as he is now, he's more trouble than he's worth. He's young, impulsive and…. very opinionated, I don't think he's going to mesh very well with Shield training but maybe the Avengers would be more suited for him. As with the Kree-Skrull War and this one he's a valuable asset"

"Rogers already offered him a spot on the team and he shot him down" Fury responded folding his arms across his chest. That bit of information shocked Carol for a second but to honest she really shouldn't be too surprised.

"Gotta find some way to get through that kid's thick skull. God I hate teenagers…if I wanted to deal with a teenager I'd visit my own son more often." He stated gruffly.

"Excuse me sir but I have to ask why do you want him so badly. There are plenty of other candidates out there, especially since mutants and other specials are starting to double in numbers. I'm pretty sure any of them will jump at the chance to be apart of Shield" said Carol.

"It's not really him I want Danvers. It's his abilities. Computer bring up file 2123" he stated out loud.

The Computer on Fury's desk turned on and a file pulled up, the hardened Colonel turned his computer around so that Carol could see what was on the screen. She saw several grainy video recordings of Spider-Man in action.

"Where did you get this?" she asked but he gave her a look that told her all she needed to know.

"Look at him Danvers, his speed, strength, agility, his abilities outclass any of those other candidates by far….If I didn't know any better I'd say he's a super soldier and we need all the Super Soldiers we can get, but I'm not too sure."

"Well then what do you suggest, he's not going to join Shield and He's not going to join the Avengers for whatever reason" Carol replied.

"I have an idea…..but you're not going to like it" he said giving her a look she knew all too well.

Carol slowly raised her eyebrows in anticipation.

* * *

**Two Days Later- Los Angeles- Le Plaza Hotel- Honeymoon Suite**

"More Champagne Mrs. Barton?"

"Thank you….Mr. Barton"

Clint Barton poured his new wife Barbara 'Bobbi' Morse Barton more champagne in her glass and then he held his own glass high.

"To new beginnings" he stated

"New Beginnings" she replied

**CLINK!** Went the sound of the two hitting their glasses together in a toasting fashion. The husband and wife were currently in one of the most expensive hotel suites in the city of Angels, they were both nude and relaxing in the heart shaped Jacuzzi still relishing in the fact that not even three hours ago they had said their vows to each other and had gotten married. The two had made the decision to forgo a traditional wedding and just get hitched in a small chapel. They found a priest and rounded up some random witnesses for the ceremony, once the priest pronounced them husband and wife they took off to the Le Plaza Hotel.

Clint looked at his beautiful new wife and let a smile grace his lips, he chugged the last of his champagne and set the glass down on the side.

"I think it's time that we…..consummated this marriage don't you think?" he asked letting his smile grow wider.

Bobbi chugged the last of her champagne and set her glass down as well while lifting her left hand out of the warm water, "Get over here" she gestured with her index finger.

"Yes ma'am" he said moving forward in the water until he was right in her face. They looked into each others eyes and they both tilted their heads in anticipation of their lips meeting but right before they could kiss a voice interrupted them.

"Hate to interrupt but we have business to discuss"

The two looked over to see Nick Fury de-cloaking, he was sitting in a chair staring directly at them.

"JESUS FURY!" Clint shouted "HOW LONG HAVE YOU BEEN THERE!"

"Long enough to know I don't want to be here when the two of you…..consummate" he replied with a smirk. He stood up and walked towards the naked couple.

"What do you want Nick we're kinda in the middle of something" Bobbi replied not really being affected by his presence.

"I need to talk to the two of you about a mission….but I'll come back in what two minutes"

"HA-HA!" Clint laughed sarcastically.

Fury walked towards the door but he was stopped by Bobbi's voice.

"Wait…What's the mission?" she asked.

"Bobbi!" Clint exclaimed.

"The Avengers" Fury stated while grabbing the door handle.

"Don't tell me you want us to join" she said releasing a frustrated sigh.

"No. Since the Red Skulls attack I've been thinking that….in the event of The Avengers ever being taken down a second team needs to be ready. So I want the two of you to start your own Avengers….here in L.A." he replied catching the both of them off guard.

"Wait so…what, we'll be the Avengers of the West Coast….the **West Coast Avengers**?" Clint joked

"Something like that" Fury replied with a smirk "We'll talk later when the both of you have clothes on. And Barton….congratulations you're a….very….very lucky man" he stated with a smile before leaving the suite. Clint and Bobbi stared at the door for a long second before turning to face each other again.

"You and Me Avengers…..this could work" said Clint with a smile. Bobbi let a smile grace her lips as well; she leaned up getting ready to kiss her husband when Clint pulled away. She opened her eyes and saw a slight frown on his face.

"What?" she asked.

"What did Fury mean by me being a very very lucky man?" he questioned.

"Well you are married to me" she replied leaning up towards his lips again.

"No that's not what he meant Bobbi, he meant something else…...wait...Did you have sex with him."

Bobbi stared up at Clint with a blank look on her face but on the inside she was cursing.

"Bobbi…..did you have sex with him?" he asked again when she didn't answer him the first time.

"Did you have sex with the Black Widow?" she countered quickly.

It was Clint turn to have a blank look on his face. They both stared at each other for a long second with the same blank look both knowing the answers to the questions hanging in the air. A few more seconds passed before they both burst into laughter.

"Oh my God…..we're perfect for each other" said Clint leaning down and capturing her lips in a passionate kiss that she eagerly returned.

* * *

**New York- Manhattan- Same Time**

"Ugh…it's been two days and I'm still sore. I tell ya Carl it ain't easy being me" said Spider-Man. The wall crawler was currently sitting on the ledge of a building that overlooked the city that he protected daily. He could see construction workers actively repairing buildings that were destroyed in the wake of the Red Skull's attack. Once he had gotten back to New York he immediately went home and hugged his Aunt, both were happy that the other was alright. Later that night he had went back out, patrolling the city to see if there was going to be chaos in the wake of the President's murder but for the past two nights the streets have been deathly quiet which was a good thing. It meant that people were at home or whenever they dwelled counting their lucky stars that they had all escaped the wrath that was the Red Skull.

Spider-Man glanced at his frequent friend and confident Carl the Gargoyle and he patted him on the shoulder.

"I suppose it ain't easy being you either huh buddy" he said.

"Are you up here talking to yourself because if you are that is very disturbing" came a voice.

Spider-Man looked up to see Warbird descend downwards and hover in front of him.

"I'll have you know I'm talking to one of my best friends. Carl this is Warbird….Warbird Carl"

Warbird looked at the ghastly stone gargoyle and raised an eyebrow.

"…" went the Gargoyle

"Charmed" she replied turning away from the silent stone statue.

"I know he doesn't talk much but man can he listen" Spider-Man continued standing up so he was eye to eye with Warbird, "So"

"So" she replied

"I think this is the part where you…."

"Where I what?"

"Where you apologize for ditching me in the middle of nowhere"

Warbird hung her head for a second while releasing a sigh.

"I figured you'd still be pissed about that"

"Well you figured right, how the hell could you leave me like that?" he asked in a mildly angry tone.

"Look I had orders to follow okay"

"Well your orders were stupid" he replied.

"No they weren't, they were practical orders. You're only looking at this from one perspective….yours, try putting yourself in our place for just one second"

"I have and I get it I'm a civilian but I'm no ordinary civilian Warbird. You know what I can do and you should've seen that I was a valuable asset to the plan you guys cooked up against the Red Skull"

"I'm glad you said that, since you feel like you're such a valuable asset to Shield and Avenger matters why don't you join us. Join Shield or Join the Avengers. Let us get to know you just a bit more and maybe then you won't get left in the middle of nowhere"

"Sorry but the team thing isn't really my scene" he replied turning his head away from her. She floated closer to him and lightly smacked him in the head.

"Ow"

"That's the lamest excuse you can give. The team thing isn't your scene…you act like were an after school sport or playing kickball here or something. This isn't just any team; this is a world saving organization….do you understand that…WORLD SAVING. Surely if you see the big picture you'd realize that whatever petty reasons you have against joining a team are meaningless compared to the stuff that we do." She said.

"First off, don't call me Shirley and second my reasons aren't petty they are valid. I don't like being told what to do and I'm not going to reveal my identity to you guys"

"Well then I guess you better learn to get used to being left in the middle of nowhere" she replied folding her arms across her chest.

"Or maybe you need to learn to follow your gut more than Fury's orders"

Warbird recoiled a bit then pursed her lips into a straight line; she released a frustrated sigh before tilting her head upwards and looking into the sky.

"Look Spider-man we can stand here…"

"Actually I'm standing are you're flying"

"Whatever" she snapped before continuing "The point is we can argue about this all night but arguing with you is not the reason I've been flying around for most of the evening looking for you"

Spider-man turned back to her and he raised his eyebrows.

"You were looking for me?" he asked.

"Yes I was, and I didn't come here to apologize…I came here to thank you" she said looking back down at him. Warbird floated a bit closer and placed her right hand on his shoulder and then kissed him on his cheek.

"Thanks. For saving my life again"

Spider-man smiled a bit and rubbed the back of his neck.

"Well it was my pl…." he started before getting a mild nudge from his spider sense but it was too slow in alerting him to the small prick on his shoulder, "OW!" he shouted pulling away from her.

"Sorry"

"What the hell?"

"My glove…I have some metal padding in them and it got damaged in my fight with Sin. Some tiny metal shards are sticking out in the palm, I meant to get it fixed but I got busy. You okay?" she asked sincerely.

"Yeah I'm fine; you might want to get that fixed in a hurry…Ow"

"I will. Thanks again, but before I go I have to ask you something?"

"What?"

"How the hell did you get to D.C?"

Spider-Man looked up at her with wide eyes because that is a question he himself had been wondering in the back of his mind and for the life of him he didn't' have an answer.

"Uhhh…..Uhh…Sorry that's a secret, I can't reveal it because if I do it would ruin the allure and mystery that is…..."

"Yeah okay, I'll just chalk up to the other weirdness that surrounds you alright" she interrupted while giving him one last wave.

Spider-Man watched as she floated backwards and then up towards the sky again flying away in the direction of the Avengers Mansion. Spider-Man rubbed the sore spot on his shoulder again before putting a hand to the spot where she kissed him on the cheek.

"What was that Carl?" he asked turning to his stoned friend, "WHAT! I do not have a crush on her. You're out of your mind, I do not…look she's just a friend okay, that's it"

"…."

"Yes she is cute but…."

"…."

"Okay I'm leaving now I'm not listening to anymore of your nonsense. I gotta get home anyway; there isn't any crime which means time for me to get some sleep. See ya"

Spider-Man shot a web and swung away into the night but as he swung away the question Warbird asked him was still at the forefront of his mind: How did he get to Washington D.C.

* * *

**In the Air**

Warbird solemnly flew through the night time air, her mind replaying the conversation she just had with Spider-man over in her mind and his words echoing throughout her mind.

'_Maybe he does have a point about following my gut more than Fury's Orders'_ she thought to herself. Warbird held up her hand right hand and carefully removed the small thumbnail vial with some of Spider-Man's blood inside. She had collected some of his blood when she put her hand on his shoulder and she had done it because she was acting under the orders of her boss Colonel Nick Fury.

* * *

**Flashback- Two Days Ago**

"_I want you to get some of the kid's blood" he stated seriously. _

"_You're right I don't like it" she replied with narrowed eyes. _

"_Well you wanted me to leave him alone right…well until I find out who he is this is me leaving him alone, but like I said it's not really him I'm after it's his abilities" _

"_Sir this is betrayal….I can't" she replied_

"_Danvers you betray people all the time...you're a spy remember" _

"_Those are assets and bad people. People whom I'm playing to get to their boss not someone who plays on the side of the angels and has saved my life and yours numerous times." _

"_An asset is an asset Danvers and if I didn't know any better I'd say you have a soft spot for him" _

"_And if I did" _

"_Then this mission is going to be very hard for you, but if you want me to make it a bit easier then I'll make this an order. I'm ordering you to get some of his blood" he said giving her a hard stare. _

"_Sir this is so much Bullsh**" _

"_Remember who you're talking to Soldier. I'm your superior officer….and so what if you think my order is Bullsh**, its not for you to understand it's for you to follow. I'm more privy to things than you and I consider this mission to be the utmost of importance, is that clear" _

"…_.." _

"_Is that clear Soldier" _

"_Yes sir" she stated gritting her teeth the whole time. _

"_Good, now head down to the tech boys and have them cook something up to help you" _

_Carol whipped around and headed for the door but just as she reached it Fury caught her attention again. _

"_If it makes you feel any better this is your last mission for Shield…you'll no longer be a spy" _

"_What!" she exclaimed turning back around. _

"_I'm promoting you to full time Avenger. You'll be kept on the Shield reserve list but for the most part you'll taking point on all of the Avenger missions. Also I'm giving you an apartment in Manhattan…full package deal" _

"_Why am I getting a demotion?" _

"_It's not a demotion it's a promotion" he corrected. _

"_What am I supposed to do during the down time?" _

"_What most people do…..get a hobby. You're dismissed" _

_Carol stared at him with narrowed eyes before whipping around again exiting the room. _

* * *

**Present**

Warbird sighed to herself while she flew through the air. She reached up and hit the earpiece in her ear.

"Fury come in"

"Did you get it?"

"I did"

"Good meet at the rendezvous point and I'll be there retrieve the package. Fury out"

Warbird quickly cut to the right and began to fly downwards and into the city.

* * *

**Across Town- Madame Web's Place**

**FWASH!**

Madame Web looked up from her table of tarot cards to see the Beyonder standing a few feet away from her with a large smile on his face.

"Now who's meddling in people's lives hmmmm?" he asked walking towards her with a smile on his face "Look who's using her power to…interfere"

"I had to, If I did not the Red Skull would have either destroyed us all or…the Celestials would have come to the earth and ravished the planet"

"I wouldn't have let that happen" The Beyonder stated, "I would've sent that monstrosity away from here long before Arishem and his band of geeks got here"

"Because you're afraid of them" Madame Web replied.

"Hardly!" he snapped.

"I can sense your fear Beyonder."

"It's not them that I fear….it's whom they serve"

"The One-Above-All" she whispered to him. The smile on the Beyonder's face slowly faded away and into a frown, he averted her gaze for a long minute as the name she whispered ran through his mind. Madame Web stared at him and at the different emotions running across his face and the one she recognized the most was fear, but the emotion was gone in an instant and that smile of his replaced the frown.

"We're getting off topic aren't we, you meddled which means that you get a penalty"

"Penalty, you've meddled several times and I only interfered in order to save us all" she snapped.

"Yes well this is my game and I make the rules and I can do what I want" he said before disappearing in a flash of white.

"NO! DAMN HIM!" she shouted her voice echoing throughout the room, "He has no idea what he's doing…or the damage he's doing to the web of life. I can see the splinters now…." she growled to herself but as the anger washed over her for a brief second she reminded herself of the words that she had said to Spider-Man and the importance of patience. Madame Web took in a deep breath and easily released it, "Patience Cassandra….Patience, he will learn of the damage and when he does it'll be too late for him to save himself"

* * *

**Earth- 40th Century**

**FWASH! **

The Beyonder appeared in a flash of white in a throne room of sorts but right as he appeared several men and women aimed their high tech weapons at his head but before they could pull the trigger they were stopped by the voice of their king: **Kang the Conqueror. **

"STOP!" his voice boomed.

The Beyonder smiled and looked forward to see Kang stand up from his throne and walked down the steps.

"You" he said "You have come through a temporal anomaly"

"That's right" the Beyonder replied, "How did you know?"

"Let's just say I'm a master at all things time related. Who are you?" Kang demanded.

"A time traveler such as yourself" The Beyonder replied.

"From which Century do you hail from Traveler" Kang asked.

"That's not important, what is important though is that you know you're in danger" The Beyonder replied in fake worry

"Danger"

"You see I come from a time where you Kang are considered to be the greatest man that has ever lived, you brought peace and order but in your crusade you garnered many enemies. There are those that do agree with your rule and seek to defeat you and they have succeeded" The Beyonder continued.

"Who are these people?" Kang growled

"They are the great-great-great-children of the Avengers, the Fantastic Four, the X-Men and…Spider-Man, you being a master of time probably already know they are"

"From which Century do you hail from? Tell me now so I can destroy these…Children" Kang said with narrowed eyes.

"No you can't destroy them. I've seen it time and time again you fight them and you fail…..but when you face them you are an older man. That is why I have traveled through time to this Century, when you are young and powerful to tell you that if you want to defeat the enemies that will defeat you….you must defeat their ancestors…in the 21st Century"

"Who are you?" Kang asked/Demanded

"A friend" the Beyonder replied before vanishing in a flash of white.

Kang looked around for his _'friend'_ but he was gone, the master of time gritted his teeth and let a frown grace his face.

"Defeat me…..I do not think so. No one can defeat Kang. PREPARE THE WARSHIPS! AND THE TIME MACHINES! WE MOVE TO CONQUER THE 21st CENTURY!" Kang shouted before whipping around and heading back to his throne.

* * *

**Deep Space- Thousands of Quadrants away**

Terrax the Tamer, Morg the Executioner, and A humanoid looking man that was 6'4, bald headed with pupiless silver eyes and shiny silver skin kneeled before the gargantuan being that was known to many as **Galactus the Devourer of Worlds. **

Galactus stared down at the beings before him and lowered his head slightly.

"**Are you sure"** his voice boomed with menace and authority.

"Yes master Galactus" said Morg

"Yes your greatness" said Terrax

"Yes….. Master" the Silver humanoid looking man replied, he raised his head and stared into the eyes of his master "We all sensed the Ultimate Nullifier…it was about to consume a Galaxy but the feeling quickly vanished."

"**Where is it?"** Galactus asked angrily.

"In a distant Quadrant of the Galaxy….I'm still able to sense the Galaxy it touched but only partially…if we are to find the device and the world it is on we must leave now" he replied

"**Then leave now my heralds and you find my Ultimate Nullifier. I also want you all to find those responsible for using my weapon against me and then you prepare them and their World for the COMING OF GALACTUS! **

"We understand" the silver being replied.

Morg and Terrax both stood up and raised their battle axes. The rocky ground beneath their feet rumbled for a second before two large chunks of moon rocks burst from the ground and hovered in the air. The two jumped onto their moon rocks and flew away.

The last to stand was the silver clad humanoid man; he stood up and held out his hand. From the sky a long, sleek and silver looking surf board flew downward and came to hover right next to his feet. He quickly stepped onto the board and then he too rocketed away from Galactus and into the brightly shining stars of outer space with the intentions of making his way towards Earth.

* * *

**End Chapter: Read and Review: Hey Readers it's me Nomad88 back again with the closing comments. There you have it, my second Marvel Universe Event….The Red Skull Unleashed. I hope all of you out there enjoyed it…from the feedback I've been getting it seems it unanimous….it was SUCCESS! WHOO! I just want to say thank you to everyone who has read and reviewed. I just hope all of you like this Aftermath chapter. I hope I touched on all of the plot points that you all wanted. I know a lot of you were anticipating the 'confrontation' with Spider-Man and Warbird. I hope I surprised all of you with how I handled it, was it what you were expecting. HAHA! Just like my last Aftermath chapter….from the events that transpired during the Red Skull unleashed we have a few new developments/Upcoming Events but the two biggest events have to be (And this is a Title Spoiler): All Hail Kang the Conqueror, and The Coming of Galactus. Those Events are coming but it's down the line. I hope you readers are as excited as I am. Like most of my chapters this Aftermath was longer but I cut a few things out and I think it's better for it. I wasn't able to touch upon everyone but I think I touched upon everything that needed to be mentioned. A few plot points are going to be played out in the regular chapters. Also, I know many of you have been following the story are probably wondering just what the Beyonder's deal is….but his whole story is going be played out throughout the whole story. You'll see bit's and pieces but hopefully If I do it right It'll makes sense in the end, but a good way to describe him would be something akin…to Q from Star Trek. How many of you readers are Star Trek Fans, The Beyonder is a lot like Q and I guess you can call Madame Web Captain Picard, but that's kind of the dynamic I'm trying to set between the two, but I don't want to say anymore than I already have, might spoil a few things, I might have said too much HAHA! Anyway my readers as always I would love to hear any feedback, what did you readers think of the chapter and the event and as usual just leave your thoughts and comments or rants in the review or in a PM message and as always I'll get back to you as soon as I can….this is Nomad88 saying…Later….**

**Ps: Who saw THE DARK KNIGHT RISES! AHHH FAVORITE MOVIE OF THE YEAR! It even beat out Amazing Spider-Man and considering how big a Spider-Man fan I am that's a huge feat, but man was the movie EPIC! Seen it twice both times in IMAX and it gets better every time. I say Congrats to Nolan and his whole cast for bringing a movie like this to the table. I think I'm in the 1% bracket of people who think the Dark Knight Rises was better than the Dark Knight and that Bane was a better villain than the Joker. My reasoning is this…the Joker while such a dangerous and terrifying foe he is not on the same level as Bane. The Joker is more of a cerebral villain…toying with the mind and personal fears….but never have I ever felt that Batman was ever in danger of actually being defeated by the Joker. No matter what ever scheme he cooks up Batman will always put the beat down on him but Bane is a different story. One of the few physical enemies Batman has a tough time dealing with. I mean he did BREAK THE MAN'S BACK! Who else was stunned speechless during that whole first encounter in the sewers? I actually feared for Batman in a way that I never felt with the Joker. I'm a fan of the Physical Threat Bane represents and how deep down Batman has to dig to beat him. Anyway if anyone wants to debate with me on this just send me a PM and I'll get back to you ASAP, this is me saying later….**

**Next up: Vampiric Tendencies **


	64. Vampiric Tendencies

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back with another chapter in my Spider-Man saga, I hope all of you readers are enjoying the story so far. HAHA! Now that my second Marvel U event is over it's time to get back into the swing (HA!) of things. So with any further delay let's just back into the story, but before I leave you I just want to say READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 56: Vampiric Tendencies**

**Bronx- Thurday-2:05 am- Valencia's Night Club**

A young man by the name of Carter Fredrickson danced his heart out to the fast pumping techno music that was booming through the crowded Night Club. Carter was a 26 year old recent college graduate from Empire State University. He had gotten a masters in foreign languages and he just recently got an offer of a lifetime. The Roxxon Corporation had hired him to be their translator for some clients that had dealings with them in the overseas market; they had fitted him with a very generous salary with the option of an increase in 5 years plus a yearly bonus. Carter, being the fresh out of College graduate that he was couldn't believe the off but the recruiter reassured him that this job was legitimate so of course he jumped at the offer.

The loud music bumped even louder and all the people inside cheered just as loudly as the music. Carter opened his eyes looked at the massive throng of people and let a smile grace his lips, he turned to the left and he saw his best friends Christi and Richie who were 26 as well, dancing to the music just as quickly as he was dancing. When Carter told his best friends that he had gotten his dream job they knew that they wouldn't be able to see each other as frequently as the could especially since he would be moving all over the world soon, so they agreed that they'd have one last blow out week, one last week of debauchery and just plain ol fun. He had gotten the news on Monday and he started his job on Friday, so the whole week the three friends had been painting New York red. No stone was left unturned in their week long festivities, they had drunken till they passed out, gotten into a few fist fights etc…etc, but all of things they had done in the week didn't compare to the experience he was having at this very second.

Five slim fingers snaked their way around the side of his head and turned it back to the right. Carter's smile only widen as the woman he had come to know as Mischa brought her lithe and curvy body closer to his. Mischa was 27, had medium length blonde hair, crystal blue eyes and pale white skin. She was wearing a tight dark blue dress and black heels. Last night at a bar Carter had met Mischa and they flirted with each other for a while before they ended back up at his place but by morning she was gone and she didn't leave any number for him to contact her by so he was overjoyed to have suddenly run into her on the street earlier in the night. She then invited him, Christi and Richie to a night club in the Bronx.

"HAVING A GOOOD TIME!?" Mischa yelled in his ear in an accent that he knew to be Russian. Carter was barely able to make out what she said but he had heard her.

"HELL YES!" Carter shouted back to her smiling.

The two continued to dance for a few more minutes before Carter had to excuse himself to go to the restroom. He flashed her a smile before attempting to make his way through the crowd of people. Mischa followed him with her eyes all the while licking her lips.

* * *

Carter carefully pushed his way through the crowd but as he moved he noticed a few things. First there were a lot of people in the night club dressed in all black but that was minor and he brushed it off, next he noticed that every other person had deathly pale white skin similar to Mischa's, he had thought that was just the way her skin was but to see dozens of more individuals with the same deathly pale features was a bit unnerving, but despite that he brushed that off as well.

Carter kept heading towards the direction of the restroom and just as he almost reached the doors the strangest thing happened two twin deathly pale women appeared before him and smile at him but in their smile were elongated canine teeth. He stopped and stared at the two of them with wide eyes for a second. The twins didn't say anything they just continued to stare at him licking their elongated teeth that resembled the teeth that vampire's possessed; more accurately put…they were fangs.

'_The hell'_ he thought to himself while carefully walking around the two and through the bathroom doors, '_Freaks, watched one too many twilight movies_' he thought to himself.

* * *

**Night Club Entrance**

**BANG! BANG! **Went the sound of two heavy knocks on the metal door. The two burly muscular men dressed in tight black shirts and pants that were guarding the door turned to the sound. One of them reached up to a viewing slot and slide cover to the side.

"Password" he stated but the moment he peered through the slot and saw who was at the door he immediately opened it and allowed the people on the other side to enter.

From the door in strolled a gorgeous woman, she was tall, easily 6'1, with long flowing jet black hair, pale skin but not the same deathly white, she had black and red tinted eyes that held nothing but evil within them. The woman had a slender build with runway model measurements; she was wearing a blood red dress, with a red scarf around her neck, and red shoes. The mystery woman turned to the two burley men and flashed them a smile brandishing her own set sharp elongated fangs.

**(**Mistress Valencia you're back**)** one of the burly men stated in a strange and unrecognizable language before bowing slightly. Despite the fact that the music was bumping loudly she heard him clear as day.

**(**How many humans are in the club**)** the woman name Valencia replied in the same language.

**(**Over 50**) **

**(**Good, I think it's time for the feast) she replied with a humorous tone in her voice (Lock the doors**)**

**(**Yes Mistress**)**

Valencia tilted her head and sniffed the air letting the sweet smell of human blood filled her nostrils, she licked her lips in anticipation of that blood that was about to be spilled in her name. She turned her eyes to the DJ who was across the room. The DJ sensing the eyes of his master looked up to see Valencia nod her head. The DJ leaned forward towards the microphone on his turned table and smiled…showing his fangs.

"YOU PARTY GOERS HAVING A GOOD TIME!"

"YEAH!" the crowd shouted back.

"WELL GET READY! FOR THE FEAST!" he shouted pushing the volume of the music even higher and then flipping a switch.

* * *

**Crowd**

"The Feast" Christi and Richie said at the same time to themselves. They glanced at each other for a second before shrugging their shoulders.

Suddenly a drop of red liquid fell and hit Richie on the cheek, he reached up and touched it and then smelled it.

'_It….smells like blood'_ he thought to himself. He looked up to see more droplets of blood falling from the water sprinklers on the ceiling.

Christi and Richie looked to see each other was covered in blood, in absolute fright they frantically began to look for Carter and a way to get out of the night club but the crowd of people was too thick. They both saw several of the party goers reacting like themselves but they also saw many with their mouths open drinking the blood.

"LET'S GET OUT OF HERE!" Christi shouted but just as she said that a man appeared before her and opened his mouth showing her his fangs.

"RAH!" he shouted lunging forward and plunging his fangs into her neck.

"AHHHHHHHHHH!" she screamed.

"CHRISTI!" Richie yelled but his shouts were drowned out by the music. He tried to reach for her when the twins from earlier appeared on either side of him. They smiled at him before opening their mouths. The twins jumped at him and plunged their fangs into both sides of his neck and greedily sucked his blood.

"AHHHHHHHHHH!"

* * *

**Restroom**

"Ahhh, that feels so much better" Carter sighed stepping away from the urinal.

"FEAST!" came the DJ's voice again followed by the screams.

"Man sounds like it's really going down out there, gotta hurry" he whispered to himself while going to the sink to wash his hands. Carter turned on the water and then looked at himself in the mirror, he sighed a bit knowing that this was going to be the last night he could party with his friends but he was going to make the best of it. He turned off the water and then turned around but he jumped a bit because standing behind him was Mischa.

"Mischa!" he exclaimed seeing her. She was smiling at him; he saw her fangs and his face scrunched up in confusion.

"Come here" she said menacingly while lunging at him and sinking her teeth into his neck.

"AHHHHHHH!" he yelled in pain feeling a painful and burning sensation spread through his body. He could feel his blood being sucked out and the more she sucked the deep her fangs went into his flesh causing him even more pain. Carter struggled and after a long minute she let him go and pushed him to the ground.

His hand went to his neck feeling the two puncture wounds and the blood oozing out.

"You taste delicious" she said with a sick smile on her face. Carter's heart pounded in his chest in fear. He stared up at her and then at the mirror behind her and his eyes widened even further when he didn't see her reflection.

Mischa looked behind her and then back at her prey.

"Wha….What are you?" he stuttered.

"HAHAHA! If you haven't figured it out yet….I guess I'll have to spell it out for you. I'm a Vampire" she said walking towards him. Carter scooted back in fear of her.

"Nononononononono….Vampire's aren't' real…that's…that's….THEY'RE NOT REAL!"

"Oh no we're very real...it's just that you've been brainwashed into thinking that we aren't. We made you humans believe that we were fictitious….it's called hiding in plain sight."

"Why?"

"Why?" she repeated "Why does a lion stalk a zebra. It's because we're hunters and you humans are the prey. No come here I'm very very hungry HAHAHAHAHAHAHA!"

Carter scrambled to his feet and made a mad dash for the door.

* * *

Carter pushed his way through the door but he had to come to a stop when a dead and bloody body hit the floor in front of his feet. He recoiled in shock because the man's jugular had been ripped out. The frightened young adult looked up to see all of the people that were dressed in a skin tight black outfit sinking their fangs into the throat of the unsuspecting humans. He stared in shock as the Vampires viciously and gleefully tore into their prey and suck the people dry. Blood rained down from the ceiling and pelting everyone and everything, soaking them all to the bone.

"NO! NO!" he yelled trying to run but a strong hand grabbed him by the shoulder and pulled him backwards. Mischa whipped him around and grabbed him by the front of his bloody clothes.

"Where you going lover boy the party is just getting started" she replied. Her eyes glowed a deep red color; she opened her mouth wide and jerked him forward.

"AHHHHHHHHHHHHH!"

"FEAST MY CHILDREN! FEAST!" Valencia's voice roared over the loud music.

* * *

**Across Town- Empire State University- Same Time**

"GAH!" gasped Debra Whitman as she shot up from the bed in a cold fright. Her eyes danced across her dorm room frantically but once her eyes landed on her roommate that was sleeping soundly across the room she began to relax.

"It was just a dream" she whispered to herself putting a hand to her chest trying to calm her rapidly beating heart. She had just had a nightmare about the Lizard again, ever since the incident she hadn't had a good nights sleep. She kept thinking about how Dr. Connors had transformed and went on a rampage…but most of all she couldn't stop thinking about how it was her fault that the whole situation escalated the way that it did. It was her choice to go raiding through Peter's locker and steal those vials, but in retrospect it was like she was compelled to do it and for the life of her she didn't know why. But the why doesn't matter anymore, all that mattered was that the deed was done and she had to live with what she had done…she had to live with her choice. Debra had been trying to pass the buck a bit to Peter seeing as how he was the one that had Spider-Man's blood in his locker and fused it with the Lizard DNA, but she knew that it was all on her.

"Goddamn it" she whispered swinging her legs over the side of the bed, "Come on get out of my head. I said I was sorry" she continued rubbing her tired eyes, "What more do I have to do?" she asked out loud.

Debra lowered her hand and lifted her head and her eyes landed on her desk, zeroing in on the drawer that contained the last bit of Spider-man's blood. It was then that the answer became clear to her; she had to destroy the last bit of it of Spider-Man's blood that was in the Petri-dish.

Debra glanced at her roommate before getting to her feet and heading to her desk. She opened the drawer and removed the Petri-dish with the blood inside. Debra then grabbed a sweatshirt and then left her dorm room.

* * *

**Restroom**

Debra walked into the empty restroom and went to the sink and turned on the water. She took the top off the Petri-dish and began to tilt it but before one drop touched the sink she stopped. Her arm hovered there in the air, all she needed to do was tilt her arm a few more inches and she would rid of the blood forever but she didn't. Debra looked at herself in the mirror and chewed on her bottom lip.

'_Do it…..Do it girl…DO IT!'_ she thought forcefully in her mind, a tense moment passed before she ultimately straightened her hand and replaced the top back onto the Petri dish.

"I can't do it….it's…this blood is just too revolutionary" she whispered looking at herself in the mirror, "God help me" she said before turning around and heading out of the restroom.

* * *

**Manhattan-2:15am **

"DRIVE FASTER IDIOT!"

"I'M TRYING!"

Two guys dressed in pin stripped black suits were in a car swerving down the semi-empty streets of Manhattan. They were associates of the new mob power that was trying to make its way into New York; henchman for the Don Fortunato family. The henchman were on a routine assignment from their boss Angelo Fortunato to scout out the five boroughs for some new recruits, not recruits for the family but some of the lowlifes that ran around town who could keep their eyes and ears open for them. Just as they had made contact with a few potentials they were ambushed by Vanessa Fisk's hand ninjas and they had barely managed to make it to their car.

"SHOOT EM DOWN!" the driver shouted out.

"I can't get a bead on them"

"Use the machine gun and you won't have to!"

The passenger henchman nodded his head and reached into the back of the car and retrieved a Mac 11 machine gun and then leaned out of the window.

* * *

**Nearby**

**BUDABUDABUDABUDABUDA!**

"What the hell….that was machine gun fire!" exclaimed Spider-Man turning his head to the left. He threw the newspaper her was reading away and into the trash bin down below and then shot a web and swung away.

Spider-Man swung at a decent height through the air, he could see what was going on down below but he wasn't able to be seen. His eyes widen a bit as he saw a Lincoln Cadillac swerving all over the road, from the side of the window was a guy with a machine gun shooting at 5 Hand ninjas running across the roofs of New York after them.

'_Vanessa Fisk'_ Spider-Man thought as he saw the ninjas.

He fired another web and swung low towards some of the unsuspecting Ninjas. The wall-crawler swung in a slight arch and held both of his feet out.

"HEY!" he shouted.

The Hand Ninja he had targeted turned his head and had just enough time to gasp as the wall crawler brought both feet into his chest. Spider-Man then shot two webs that snagged two ninjas and he pulled them back.

The three ninjas went tumbling across the rooftop and one of them disappeared in a puff of green smoke but the other two righted themselves and pulled out their swords.

"No playing with swords" Spider-man said firing two more webs and then yanking their swords away.

The ninjas wasted no time in charging at him despite being unarmed. One went high while the other went low, Spider-Man jumped over the head of the Ninja that went low and kneed the ninja that went high in the face as hard as he could. In mid-air the wall crawler turned fired three web balls at the other Ninja but to his surprise he dodged them all.

"OOMPH" grunted the first ninja as he hit the ground.

The second ninja charged again with a kick that was blocked, he dropped down for a quick sweep but his agile enemy backfliped. The ninja rose up with an uppercut but Spider-Man grabbed his arm and flipped him over his shoulder, sending him skidding towards his ally.

**SCREEEEECH! BAM!**

Spider-Man turned his head to the sound and then back at the ninjas who were rising to their feet.

"Sorry guys I can't play anymore" he said before holding up his wrist and coating them in webbing.

* * *

**Down Below**

The remaining two hand ninjas dropped to the ground and began to slowly approach the wrecked Lincoln Cadillac that had swerved off the road and right through a Bodega.

The passenger door opened and the henchman with the Mac 11 fell out. He groaned in pain a bit but he had to push it to the side because of the approaching ninjas. He raised his weapon and pulled the trigger.

**CLICK!** Went the sound.

"Damn it" he whispered scrunching his face up in anger "COME ON THEN, KILL ME!" he shouted at them.

The Ninja's pulled out their swords and stalked towards him; he closed his eyes and waited to be killed. A few tenses seconds passed and suddenly he heard several sounds of fist meeting flesh and two thuds followed by a whooshing sound. The henchman opened his eyes to see green smoking rising up and Spider-Man walking towards him.

"Thank…." He started before Spider-Man grabbed him and effortlessly lifted him up.

"Don't thank me, the only reason I saved you is because I need information. From the Cadillac you're driving and the suit and the Mac 11 I'm assuming you're from one of the families….which one?"

"…."

"WHICH ONE!" Spider-Man shouted shaking him a bit.

"Fortunato" he growled out.

'_Fortunato, That's the new guy that's trying to push his way into town…he's the one that sent Electro after me and he's the one at war with Fisk.'_ He thought to himself. Spider-Man looked at the empty Bodega and thanked God no one was inside.

"This Gang War has to stop now"

"It's not gonna stop…..not until Fisk is dead or Don Fortunato is dead" the henchman snapped.

"We'll see"

**WHOOO! WHOOO!** Went the sound of the police car heading in their direction. Spider-man webbed tied the man up and swung away just as the cops arrived on the scene.

* * *

**ESU: Science Building: Zoology Lab**

Dr. Mariah Crawford stood in front of a metal birdcage that housed a sickly looking Bat inside. She eyed the sickly creature and then held up her left hand which held her tape recorder.

"Subject A: _Eptescious Fuscus _or more commonly known as the Big Brown Bat is suffering from an acute disease known as White Nose Syndrome. A disease that has caused the death in several hundred bats across the Northeastern part of the world" stated Dr. Crawford leaning a bit closer to get a good look at the bat.

"Subject appears to be in its last hours of life which is why this animal is a perfect specimen for the wonder drug" she finished. Dr. Crawford straightened up and then with her right hand reached into her right coat pocket and pulled out a vial of the bubbling blue liquid known as the wonder drug serum; the same serum that gave Kraven his strange animalistic abilities.

Mariah was attempting to create a cure for the wonder drug so when Kraven Returns like she knew he would, she would be ready for him. She was going to cure him of his affliction, something that she tried to do years ago but failed. However, this time was different, this time she was fighting for her life and she wasn't about to fail. Dr. Crawford placed her tape recorder on the desk and picked up a syringe. She quickly filled the syringe with the bubbling blue wonder drug serum and turned back to the sickly bat. The reason why she was going to test the drug on the animal was because while she had created a cure before, all of her notes and equations had been destroyed by Kraven over 10 years ago. She could remember bits and pieces of what she had written down but the full process of creating a cure for the serum was lost and so she was forced to essentially start from scratch. Meaning she had to inject a specimen with the drug and get a sample of its DNA to see how she could reverse the effects. Mariah had chosen the sickly bat because bats where one of her favorite animals. Dr. Crawford crept towards the metal cage with the syringe in hand.

The sickly bat turned its eyes towards her and she smiled at the animal.

"There There little one….this won't hurt a bit"

* * *

**ESU- Outside Science Building same time. **

Debra Whitman paced back and forth in front of the dimly lit Science building. She chewed the bottom of her lips and then checked her watch for the 15th time.

"Where is….." she started before she heard the sound of feet coming towards her. She turned to the left and saw her boyfriend Michael Morbius making his way towards her. He was wearing a thin black coat, a white sleeveless shirt, black pants and gray shoes. "Debra it's almost 3:00 am what is the problem?" he asked in that thick Greek accent.

"I-I couldn't sleep" she replied rubbing her arms.

"What's wrong?" he asked concern in his voice, he went to her and putting his hands on the sides of her face.

She looked up into his eyes for a long minute before releasing a sigh and digging into her sweatshirt and pulling out the Petri-dish with Spider-Man's blood and holding it up to his face.

"What is that?" he asked taking it in his hands.

"Spider-Man's blood"

Michael froze for a second before turning his eyes back to his girlfriend.

"Spi….YOU KEPT SOME OF IT!" he shouted, "Debra how could you….after the Lizard…."

"It's not the same, this doesn't have any of the reptilian DNA…this is pure blood" she replied quickly.

"It does not matter my flower we must get rid of it" he said sternly

"We can't" she said snatching the Petri dish away from him "This blood…Spider-Man's blood is everything we were working on with the Connors. This….this right here is a gold mine of data that can spear head science into a new era. We have a responsibility to…."

"Behave like rational scientist and know when something is too dangerous to tamper with" Michael finished.

"Please Michael why can't you see it how I see it, Please I need you to see it my way. If you did then maybe the guilt would go away"

"I can't Debra, not after what happened with the Dr. Connors"

"That was an isolated incident Michael. An incident that escalated because we didn't have all of the variables this time we do…Spider-Man's blood could be the Rosetta stone of cures. Cancer, HIV/AIDS, you name it…."she started and then stopped. The two lapsed into silence for a second before Debra turned towards the science building. She reached out and grabbed his hand.

"Come on I think you need to take another look at the blood"

"No Debra I've seen it" Michael replied.

"Please….just one more look…for me"

Michael released a sigh of his own before looking into her big blue eyes. She was giving him the puppy dog look a look that all men conceded to.

"Fine one last look" he said walking towards the steps.

"Once you see it again Michael…..you'll understand"

* * *

**Zoology Lab- **

**BANG! BANG! BANG! **Went the sound of the Brown Bat as it banged again the metal bars of its big cage.

Dr. Crawford stood away from the cage and stared at the animal inside with slight wide eyes. She swallowed before raising her tape recorder to her lips.

"Subject A has reacted like expected. The Wonder Drug serum has radically altered its DNA Structure and behavior." She said into her tape recorder.

The sickly brown bat was no more, once the wonder drug was given to it, the animal had almost double in size.

Dr. Crawford swallowed hard again as she looked at the savage brown bat and the angry expression on its face. The animal rammed against the metal cage denting it a bit.

"**Screeeeeee Screeeeeeeeee" **the bat screeched.

"Subjects previous illness, white nose syndrome, has been, at least from an ocular point has been eradicated"

**BANG! BANG!** The bat raged against his cage but once it realized that it wasn't getting its way it stopped and settled down but all the while staring at Mariah. She looked back at the bat and narrowed her eyes slightly. She moved her head to the right and the bat followed suit with its own head, she moved her head to the left and just like before it moved its head as well.

"Possible increased intelligence…..that's a new trait. I'm preparing to administer the sedative so I can retrieve several samples" she said into the tape recorder. She set the recorder on the table and she picked up another syringe and bottle and started for the cage.

The bat watched her closely and its eyes landed on the bottle, it watched as she neared the cage and was about to fill the syringe and that's when it lashed out.

**BANG!**

Dr. Crawford was startled and in her slight fright she dropped the bottle where it fell to the ground and broke spilling the contents on the ground.

**(**DAMMIT!**) **She cursed in her native African tongue, Mariah looked at the liquid on the ground and then back up at the bat who had settled down once again. She pursed her lips and narrowed her eyes a bit.

"Clever" she stated in a more calm manner. She turned away from the animal and back to her work station but she had to curse again when she didn't see another bottle of the sedative she was going to administer. She slammed her hand down on the desk in a fit of frustration and rubbed her eyes.

"I hope Dr. Malcolm has some in his lab" she said to herself before turning around and heading towards the door, but before she left though she threw one last look at the bat who was staring at her. She carefully exited the lab with every intention of hurrying back.

Once she left the Bat resumed its banging against its cage.

**BANG! BANG!** Right as it was about to hit against the cage again its ears perked up and turned to the entrance.

* * *

**Entrance**

"Did you hear that Debra?" asked Michael as the two interns entered the lab, "It sounded like…." But he didn't get a chance to finish as Debra continued on, she had tunnel vision, meaning that the only thing on her mind was showing Michael Spider-man's blood under the microscope again; she wanted….needed Michael to agree with her, because if he did then maybe the guilt she felt would disappear because her action would then be justifiable. She reached the microscope and quickly took off the top of the Petri-dish, placed it under the lens and then began to adjust the settings.

Michael glanced around the lab and then he suddenly had a thought.

"Debra why is the lab open at this hour….isn't it supposed to be closed? Do you think Dr. Crawford is here working?"

"I don't know and I don't care. Look" she said moving to the left and pointing at the microscope.

Michael pursed his lips and looked at her before walking towards the microscope and peering through the sockets.

* * *

The bat looked at the two interns and remained perfectly still, they hadn't spotted him yet and he wanted to keep it that way. The bat looked around its cage and it stared at the slightly dented bars. Thanks to his powerful banging the bars were beginning to weaken, all they needed were a few more well placed hits. The bat saw that the interns were distracted but if he started to bang they would notice and go get Dr. Crawford and that was something it didn't want, at least not yet. So the intelligent mammal began to form a plan and its plan involved the two unsuspecting interns to come a bit closer.

* * *

"Magnificent" Michael whispered.

"I know right, so you….." she started.

"No" he stated again straightening up and turning to her "It's magnificent but…too dangerous Debra. It's too dangerous; the Connors experiment showed us that"

"Michael it was a….ISOLATED INCIDENT!"

"An incident that I'm not willing to repeat"

"Michael….please….I need you to agree with me on this. If you love me you'll agree" Debra said desperately looking him in the eyes.

"Debra I do love you but….I can not. We must get rid of Spider-man's blood and you must put this notion of using it out of your mind" he stated.

"But…" she started before a sound filled the lab.

"**Screeeeeeee!"**

"What was that?" Michael questioned looking around

"**Screeeeee!"**

Both Debra and Michael turned to the left and stared at the birdcage at the far end of the work station.

"What the hell is that?!" Debra exclaimed.

"I do not know…..a bird?" Michael questioned. Debra scrunched her eyes up and slowly approached the birdcage.

The bat watched through its wings as Debra began to approach the cage.

Debra leaned in close trying to get a good look.

"Debra I don't think….."

"**SCREEEEEEEEEEE!" **the Bat screeched out lunging at the cage and hitting it as hard as he could.

"GAH!" Debra gasped in fear falling backwards but she was caught by Michael. The two stared in shock at the thrashing Bat.

**BANG! BANG! BANG! CLANG!**

Both Michael and Debra scooted back as the door to the cage fell off and the large brown bat was free.

* * *

"**SCREEEEEEEE! SCREEEE!" **it screeched as it flew through the air. It flew high and then hovered for a second before setting its eyes on the two. It flashed its fangs and then flew downwards.

"AHHHHH!" they both shouted seeing the creature dive towards them.

"DEBRA DUCK!" shouted Michael thrusting them both to the ground.

The bat missed the two of them but hit the work station tumbling across and then falling to the ground. As it tumbled across the station the bat managed to hit and knock over the microscope and dislodge the Petri-dish. The bat hit the ground and the Petri dish fell off the work station and spilled onto the mammal coating it Spider-Man's blood. The blood ran down its head and all over its mouth and fangs.

"NOOOOO!" screamed Debra seeing all of the blood being wasted.

"**HSSSSSSSSSSSSSS**" the bat hissed as it struggled to its feet. It walked along the ground for a second staring at the both of them before it flapped its wings and took to the air again.

* * *

**A few Halls away**

"Thank you again Mr. Estrada, you are a life saver" said Dr. Crawford to the kind old Janitor that was standing in front of her. The Janitor smiled a tooth grin and nodded his head.

"Oh it was my pleasure for a pretty young thing like yourself. But Miss Crawford you know that no one is supposed to be in the buildings past 10:00pm"

"Actually I didn't' know that, I just got caught up in my work and I couldn't stop…that is until I ran out of this chemical" she replied holding up the new vial of sedative. She had gone to Dr. Malcolm's lab, where most of the schools chemistry supplies were kept, but the lab was locked. She was about to pick it when the Janitor had caught her but instead of making a fuss he opened the door for her.

"It's alright this time though" the Janitor responded.

"Thank you again" she replied giving him a wave before turning around and making her way back to her lab.

* * *

**Zoology Lab**

"AHHH!" yelled Debra covering her head and trying to duck from the swooping blood soaked bat. Michael managed to get her out of the way again and the bat pulled back up.

"We have to get out of here!" he exclaimed ushering her towards the doors.

The Bat flapped its wings and hissed again before flying low and fast.

Michael turned his head around to see the bat gaining on him.

"**SCREEEEEEEEE!"** the animal yelled as it's feet made contact with Micheal's coat, the bat raised up opened it's mouth showing its bloody fang and then plunging them into his neck.

"AAAAAAARGHHHHHHH!" Michael screamed in agony.

* * *

**Hallway**

"AAAAAAAARGHHHH!"

Dr. Crawford stopped when she heard the shrill scream.

"That sounded like….it came from my lab" she said taking off into a brisk run.

* * *

**Lab**

"OH MY GOD!" shouted Debra. She stood there and watched in horror as the bat sunk its bloody fangs into Michael's neck. Michael thrashed about trying to the creature off but it had him in a death grip.

"GET IT OFF! GET IT OFFF!" he screamed.

Debra's heart was beating a mile a minute in fear but the screams of the man she had come to care deeply for start to rouse a spark of courage. She gathered the small amount of courage and carefully went towards him.

"BE STILL!"

"I CAN"T IT HURTS!" Michael shouted back.

Debra gritted her teeth and lifted up her hands and grabbed the bat and she pulled at it with all of her might.

"AAAAAAAAAAAAAAHHH!" Michael screams.

Debra could feel the bat's grip loosening and she reached down deep calling upon more strength.

**SCRIP!** Went the sound of flesh being ripped. Debra went backwards and in the process lost her grip on the bat but she succeeded in getting it off. She looked up to see Michael grabbing at his neck trying to stop the blood that was oozing out from the chunk of flesh ripped from his neck.

"**SCREEEEEEEEE!"**

Debra turns her head to the left to see the bloody crazed bat walking on the ground towards her. She begins to scoot to the right and that's when her right hand landed on a pair of scissors, glancing at the weapon, she grabbed them and waited.

The bat's mouth dripped with blood and spit as it walked towards her, it spread its wings in an intimidating manor and then with a mighty flap it flew directly towards her.

"**SCREEEEEEEE!"**

"RAHHH!" Debra yelled bringing her right hand around and jamming the scissors into the bat's chest. The animal went down and Debra proceeded to stab it over and over again even after it stopped moving. She kept stabbing until she was sure that it was dead.

**BAM!**

"WHAT'S GOING ON IN HERE!" came a voice with a heavy African accent.

Debra looked up to see Dr. Crawford standing at the door.

"Dr. Crawford…."Debra started before a guttural scream erupted from the lips of Michael Morbius.

"AAAAAAAAAAAAGGGGRAHHHHHHHH!"

Both women turned to him and stared at him in horror because of the horrific change his body was going through.

The chunk of flesh that was ripped from his neck had swollen and a disgusting white puss was forming around the wound; thick white veins spread from the bite and went all across his body; his face, chest, arms, hands etc… The white veins pulsated in a pumping motion and they started to turn his skin into a ghostly chalk white color, his hair went from jet black to a dark bluish color, his blue eyes disappeared and pupiless blood red ones replaced them. Michael's muscles doubled a bit in size ripping through his clothes slightly, his finger and toe nails grew into razor sharp claws, his ears grew longer as well and finally the canine teeth in his mouth elongated into sharp vampiric like fangs.

Debra sat rooted in her spot, staring at him as did Dr. Crawford.

"My God" Mariah whispered.

"Mi….Michael"

The radically altered Michael straightened up slightly when he heard his name; he turned his blood red eyes unto the visibly frightened Debra.

"My…flower, what has happened to me" he asked pain evident in his Greek accented voice.  
Debra quickly stood up and carefully went to him.

"I-I d-don't know Michael….you've…..it, the bat bit you and…" she started.

**SNIFF! SNIFF!** Went Michael sniffing the air before letting his eyes drift back towards Debra.

"What is that sweet smell?" he asked, but the answer to his question came to him quickly because his pupiless red eyes landed on Debra's neck. The smell was coming from the blood veins in her neck and not only could he smell them but he could hear the soft whooshing of the blood pumping through her body.

"What…." She started again before she felt Michael's grip on her tighten

**Grrrrrrrrrr** came the sound of Michael's grumbling stomach. Michael sniffed the air again and the more he smelled Debra's blood the more he wanted it. The tenuous grasp he had on his mental state after his horrific transformation was lost and it was replaced with a very based need…the need to feed.

"M-M-Michael….you're, you're hurting me"

"I'm….so…hungry" he replied baring his teeth at her, "RAAAHHHHH!" he screamed right before plunging his fangs into her neck.

"ARGHHHHHHH!" Debra shrieked in pain and shock.

* * *

Dr. Crawford snapped out of her dazed state once she saw Michael bite Debra on the neck. She immediately sprung into action and ran towards them. She grabbed Michael by the shoulder and tried to pry him away but he was too strong.

"LET HER GO!" Dr. Crawford yelled but in a lightening fast motion Michael swung the arm she was on and knocked her away from him. Dr. Crawford went flying across the lab and to the ground hard.

Mariah let out a pained grunt and continued to look on, she turned her head to the right and she saw her purse laying on the ground and her eyes widen. Quickly as she could she scrambled to her purse and grabbed it, Mariah empty all the contents of her purse onto the ground and began to rummage through the items until her eyes landed on what she was looking for…..the spider tracer Spider-Man had given to her.

"Please let him be close" she whispered pressing the tracer twice.

* * *

**Union Square**

"Just who the hell is this Don Fortunato?" Spider-Man asked.

"So far all I know is that he's a big time Boss in the west" Lieutenant Lee answered.

The two were sitting on the front hood of her police issued Crown Victoria in Union Square.

"What's he doing in the east though? Is just because the Kingpin was taken down?"

"I'm pretty sure that's it" Lieutenant Lee answered again putting a hand to her chin.

"But, Fisk's wife has taken over his operations and she is much more craftier than he is….so far neither I nor Daredevil have been able to get any dirt on her. She's good"

"It would seem so, the NYPD haven't been able to get anything on her either, but the thing is, I believe that while you and I and the rest of the players in this city know about Fisk's wife taking over his said 'operations' I don't think the rest of the criminal racket knows that"

"How could they not?" Spider-Man asked.

"Well because everyone was looking at Wilson Fisk not Vanessa. Once he went down most believed that was it for his Empire and that it was ripe for the taking. A power vacuum was created and anyone could take it but….."

"Vanessa slips in and she has to flex her muscles so to speak to show everyone that she's in charge" Spider-Man finished.

"So this Don Fortunato is only the first, but then again this is only a theory"

"How can we stop this Gang War?" he asked.

Lieutenant Lee shrugged her shoulders and then rubbed the back of her neck.

"I don't know all I know is that it's got to stop before anymore people get hurt. I'll ask Captain Stacy….." she started.

"He knows who this Fortunato guy is" Spider-Man interrupted "I think they have some history"

The Lieutenant turned to him and raised her eyebrows.

"What makes you say that?"

"Because after I dropped off Electro I told Captain Stacy that he let slip that he was working for some guy named Fortunato and Captain Stacy's eyes lit up in recognition. Told me to stay away"

Lieutenant Lee scrunched her face up in confusion, mostly because in the time that she had known George he never once mentioned knowing or having any association with a Crime Boss known as Don Fortunato.

"I'll look into it" she said with certainty in her voice.

Spider-Man nodded his head but then he suddenly got a nudge from his spider sense. His eyes traveled to his utility belt and he pulled out his spider-tracer.

'_What the….the signal is very faint but….I think it's coming from ESU. Oh No Dr. Crawford….could Kraven have escaped'_ he thought to himself frantically.

"**KRRZZZZ** Lieutenant Lee this is Dispatch"

Lieutenant Lee got off the hood of her car and quickly went to her radio.

"Go ahead Dispatch"

"We have a multiple homicides over in the Lenox area" the Dispatcher replied.

"I'm on my way" she stated cutting the line, "Hey I gotta go"

"Yeah me too" Spider-Man replied stepping off of the hood, "I'll be in touch though" he said over his shoulder before jumping in the air and firing a web.

Lieutenant Lee watched him swing away before opening her car door and getting inside. She started up the engine and turned her sirens and zoomed off into the night.

* * *

**ESU- Zoology Lab**

Debra's eyes began to roll to the back of her head as she felt dangerous amounts of blood leave her body, her skin went from a light tan to an almost paleish white.

"M-Mich..ael" Debra faintly whispered out.

Michael hearing the faint but pained whisper was enough to break him out of his crazed hunger state. He tore his lips away from Debra's neck in horror and he looked at her. He released his iron grip on her and she fell to the ground in a heap blood still oozing from the puncture holes in her neck. Michael looked at her and then at his clawed hands, he shakily reached up to his mouth and touched his lips.

Michael stared at he blood on his finger tips and then down at Debra.

"WHAT HAVE I DONE!?" he screamed turning away from her and then to Dr. Crawford, "FORGIVE ME!" he screamed again before running towards the doors. He effortlessly burst through the doors, reducing it to splinters. He turned to the left and took off down the hall and out of the building.

* * *

Dr. Crawford watched him leave before crawling over to Debra and cradling the young woman in her arms.

"Debra….Debra stay with me….STAY WITH ME!" she shouted.

"My….fault…" Debra whispered "Spider-Man's…blood…I'm sorry" she continued her eyes focusing on Dr. Crawford

"NO DEBRA STAY AWAKE! Oh God this is all my fault."

"Whoa…What the hell happened here" came a voice.

Dr. Crawford turned to the doors to see Spider-Man making his way into the lab.

"SPIDER-MAN! DID YOU SEE HIM!?"

"No….I didn't see anyone. Who did all of this?"

"A student of mine….Michael Morbius" Dr. Crawford answered.

"Michael Morbius did this?"

"Yes, but worry about that later, you have to get Debra to a hospital she's lost a lot of blood and she's staring to go into shock"

Spider-Man knelt down and looked at the pale Debra Whitman, he quickly scooped her up in his arms and took off for the exit leaving Dr. Crawford alone in the lab. She looked around the partially disheveled work area and she saw the dead bat, the broken and cracked vial with the wonder drug inside and she also saw the over turned Petri dish. Mariah crawled over to the Petri Dish and carefully picked it up.

"Blood?" she questioned before looking at the dead bat again.

* * *

**In the Air**

Spider-Man swung at rapid pace trying his hardest to reach the nearest hospital.

"Debra you're going to be fine I promise"

"Y-Y-Your…..blood"

"Shhh save your strength we're almost to the hospital"

"Bat…..Michael" she whispered before finally passing out due to blood loss.

"DEBRA! NO! STAY AWAKE! DAMMIT! COME ON!" he shouted attempting to double his speed.

* * *

**Streets of New York**

Michael ran as fast as his feet could take him, he was scared and horrified at what he had become but for the most part he was concerned with what he had done to the woman he had groan to care for…maybe even Love. He could still feel the woman he loved blood on his lips, he could still feel the sweet savory taste of her blood on his tongue, he could still feel the liquid running down his throat filling his belly and providing his body with much needed nourishment, nourishment that he still needed. Michael slowed his pace and came to a stop before sucking in a few breaths of air. He placed a hand to his stomach and he gritted his teeth.

"I'm so….hungry" he groaned.

**SCREEEEEEEEEEECH!**  
Michael turned to the left and held his hands up trying to shield himself from the bright high beams of the Taxi cab that almost hit him.

"HEY! YOU MORON!" the Cabbie shouted out opening his door and getting out of the Cab, "YOU STUPID IDIOT I ALMOST KI…." The Cabbie started before he got a good look at Michael, "Whoa….uh….look…guy…"

Michael turned his blood red eyes to the man and he sniffed the air. His stomach growled once he latched onto the smell of blood and sound of it whooshing through the Cabbie's veins.

The Cabbie swallowed hard and quickly got back into his car. He blinked and then there was Michael standing next to him. Michael grabbed the door and ripped it off of its hinges and threw it across the street.

"AHHHHHHH!" screamed the Cabbie as he was yanked out of the Taxi," DON'T KILL ME! PLEASE! I GOT KIDS!"

Michael wasn't listening he was in a hunger daze; he pushed the man against the Cab and tilted his neck to the side. Michael opened his mouth and then sunk his teeth into the man's neck.

* * *

**Hospital **

"I NEED SOME HELP OVER HERE NOW!" screamed Spider-Man as he entered the hospital with Debra in tow. The nurse working at the front desk looked up and ran from around the desk and to Spider-Man. The nurse looked over Debra until her eyes landed on the puncture wounds on her neck. The nurse's eyes widen at the sight of the puncture marks and she swallowed hard.

"WE NEED TO GET THIS WOMAN TO ICU NOW!"

From down the hall s gurney sped towards the three of them. Once it reached them Spider-Man gently placed her on the gurney and the orderlies wheeled her away..

"Will she be alright?" asked Spider-Man turning to the nurse beside him.

"She needs a blood transfusion...do you know her blood type?"

"No"

"…..Do you know what happened to her?"

"No"

"Do you at least know her name?" asked the nurse.

"Yes, it's Debra Whitman; she's a student at Empire State University"

"I'll contact the school as soon as possible" The nurse said rushing down the hall.

Spider-Man nodded his head and quickly turned heading for the door out of the hospital.

* * *

**In the Air**

Spider-Man swung as fast as he could through the air, he was worried about Debra and exactly what was it that Michael did to Debra, he could see the puncture wounds on Debra's neck but for the life of him he could imagine just exactly what was used to make those marks.

'_Just what the hell is going on?' _he thought to himself.

"HELP! HELP!"

Spider-man tilted his head down towards the street and to the people that were screaming help.

* * *

**Down Below**

**THUD! **

"WHAT HAPPENED!?" Spider-Man asked the group of people that were standing over a pale white Cab driver in the middle of the road.

"I don't know we were walking by and we saw him on the ground. He's lost a lot of blood" a middle aged man in a suit said.

Spider-Man knelt down to the Cabbie and he saw the same puncture wounds on his neck that was on Debra's

'_Did Michael do this?'_ he thought while scooping the man up in his arms. Spider-Man with his victim in tow shot a web and swung away back in the direction of the Hospital.

* * *

"AHHHH! PLEASE NO!"

"I'm sorry….but….the HUNGER!" screamed Michael as he plunged his fangs into a woman's neck.

* * *

"GOD WHAT ARE YOU!"

"HUNGRY!" Michael screamed.

* * *

**Several Hours Later- Hospital- 5:50am**

"I GOT ANOTHER ONE!" shouted Spider-Man running into the hospital, he was carrying a woman that was in her thirties sporting the same puncture wounds on her neck just like the other 12 victims he had brought in over the last 3 and a half hours. Once he had brought in the Cab Driver he knew he couldn't let Michael continue hurting people so Spider-Man started scouting the area but everywhere he went he would find another victim and he would have to get them to the hospital.

"GET A GURNEY DOWN HERE!" shouted the same nurse that Spider-Man had been dealing with since he brought Debra in. Orderlies ran down the hall with a gurney and Spider-Man gently set the woman down.

"Same type of attack" Spider-Man stated

"This is very... strange" she stated swallowing hard and shining a light in the woman's eyes "She still has a bit of color to her….she hasn't lost as much blood as the others but she's lost enough"

"How are the others doing?" Spider-Man asked as he watched the Orderlies roll the gurney down the hall.

"They are stable but they've all fallen into a coma, the Doctors are confident they'll wake up once they've gotten enough blood in their system"

"Good"

"Have you found the person that's doing this Spider-Man…..or the people?"

"I'm working on it. I'm going back out now" he replied turning around and heading for the doors.

* * *

**Streets of New York**

"Finally, the hunger….is gone" said Michael falling to his knees. All night he had feeding his insatiable hunger and with each person he fed upon he felt himself growing stronger. Michael held up his hands that had a few specs of blood on them and he balled them into a fist.

"I'm a monster…..a Monster" he said softly to himself closing his eyes, but once his eyes were closed he could see the faces of victims and they each held a look of horror upon them. Michael let out a sob but he couldn't wallow in his sorrow for long because he felt a hot feeling upon the right side of his face. His eyes snapped open and he turned to the right to see the Sun beginning to rise.

"The sun…it stings" he said while rising to his feet. He looked around and his red eyes landed on an old church that was slightly boarded up. As quickly as he could he ran to the church and ripped the wooden boards off of the doors and made his way inside.

* * *

**Inside the Church**

Michael looked around the old cobwebbed filled church and a strange sense relief washed over him, though it had nothing to do with the church itself but what was inside. He walked into the church and the farther he walked the more relief washed over him, he glanced behind himself to see that the entrance was partially covered in sunlight, he then turned his eyes back to the church interior and that's when it clicked in his mind. The strange sense of relief was coming from the cover of darkness inside. The shadows and dark spots that invaded the church's interior. The dark... it welcomed him and he welcomed it.

"Darkness" Michael whispered before turning his eyes upwards, he zeroed in on a few bats on the ceiling hanging upside down from a wooden support beam. Michael acting on an instinct crouched low and jumped into the air, whilst in mid-air he flipped and then grabbed the wooden support beam with his clawed feet and hung upside down. He then crossed his arms across his body and tucked his chin close to his chest just like the bats next to him. As he hung there upside down he could feel his body shutting down.

'_Tired…..I must…..sleep'_ he thought to himself before closing his eyes and falling into a deep slumber.

* * *

**Later in the Morning- Hospital 8:00 am**

An attractive, brown skinned woman by the name of Dr. Karen Jenson stepped into the hospital and let out a slight yawn. Dr. Jenson stood at 5'11 with medium length jet black hair, dark brown eyes and slender athletic build.

Karen walked further into the hospital and she waved at the receptionist at the front desk and then continued on. As she was walking she saw Louise walking towards her. Louise was the same nurse that had been dealing with Spider-Man and the victims he had been bringing in just a few hours ago. The two women smiled at each other as they neared one another.

"Morning Louise" Dr. Jenson greeted with a smile.

"Morning Karen" Louise replied tiredly while rubbing her eyes.

"Rough night?" Dr. Jenson asked with a raised brow.

"Ugh….you could say that. Spider-Man was here just a few hours ago and he brought in several victims of a… horrible attack"

"What kind of attack?" Dr. Jenson asked.

"…..Blood-letting gone wrong" Louise flippantly answered "Someone was going around town last night leaving puncture marks in the victims' neck and then draining them of damn near all of their blood"

"Puncture marks in the neck…and draining them of their blood!" Dr. Jenson exclaimed in fright and shock.

"Yeah" Louise replied "Is something wrong Karen"

Dr. Jenson breathed heavily and a hand instinctively went to the left side of her neck and the faint scar of a set of puncture marks on her own neck.

"What room is the nearest patient?"

"Wh…." Started Louise

"WHAT ROOM!" Dr. Jenson shouted.

"207" she said.

Dr. Jenson took off down the hall in search of the room number.

* * *

**Room 207**

Dr. Jenson carefully opened the door to the room and she entered inside, she quickly made her way to the bed which held the motionlessly patient. She eyed the equipment that was pumping blood back into the victim but she knew that blood loss was the least of her problems, especially if what the puncture wounds on their necks was what she thought they were. Dr. Jenson reached for the bandage covering the patient's neck and she carefully lifted it up and eyed the puncture wounds.

"OH MY GOD!" she shouted backing away from the patient, Dr. Jenson swallowed and quickly made her way out of the room and to her office.

* * *

**Dr. Jenson's Office**

**SLAM! **Dr. Jenson slammed her door closed hoping that she didn't seem too panicked to the staff outside despite the fact that she every reason to be panicked. Karen ran to her desk and started to rummage through her drawers.

"Where is it!?" she growled to herself going through her stuff. Karen tossed a bunch of papers onto her desk and from the stack out slipped a card that had a few specs of blood on it. Her eyes lit up once she saw the card, she grabbed it and turned it over and read the number on the back that was written in pencil.

"Please God let them still be in town" she whispered to herself reaching for the phone. Karen picked it up and dialed the numbers and waited.

**RING! RING! RING! CLICK!**

"Who is this?" came the gruff voice that she would recognize anywhere.

"It's me Whistler. It's Karen"

"Karen….it's been a few years"

"I know, but we can't really catch up now. There's a situation over here at West Manhattan Hospital. A situation where **Blade** needs to come and take a look"

* * *

**Elsewhere: About the Same time  
**

"Aunt May I assure you that I came home last night. I was home at 11:00 my regular curfew I swear" Spider-Man lied over the phone, "The reason why you didn't hear me come in was because…..was because I went into my room through the window. Aunt May I'm not lying to you, look I'm practicing something called Parkour that's how I got into my room. Aunt May I have to go I had to meet Dr. Crawford for a science Project I'll explain when I get back home, Love you bye" Spider-Man finished while hanging up the pay phone. He hung his head low and pulled the lower half of his mask back over his face.

"Dammit, I promised that I wouldn't lie to Aunt May anymore and here I am…lying again"

Spider-Man hopped off of the pay phone and shot a web and swung away.

'_Micheal's trail has gone cold, and there hasn't been another victim in hours. I think it's time for me to head back to ESU and get the low down from Dr. Crawford on just what the hell is going on' _he thought while changing directions and heading back to ESU.

* * *

**Read and Review:  Hey Readers it's me Nomad88 back again with the closing comments on another chapter of TSA: Amazing Spider-Man. Sorry for the long wait but I hope everyone enjoyed the first part of this chapter. I know I know not much stuff happened but this is just the set up. I had something different planned for Morbius but I Had to change it because mid-way through I was like okay this isn't very good story wise, so I came up with this and once part 2 comes out you'll see how everything ties together. I really didn't want to split this chapter up but I also didn't want the story to drag on and on into one long chapter so I broke it off at what I think is a good point, a natural conclusion to a make shift part 1. HAHA. Don't worry though my readers I am hard at work trying to get part 2 out and it should be out within the next few days. Just be a bit patient with me. Speaking of being patient with me I realize that a lot of you are waiting on the Black Cat, from the reviews and a few PM's people have sent me, rest assured she is on the way but she just can't appear she has to brought in at a good point story wise and that point is coming up soon, I'd say in the next…..you know what I'm not going to say how many more chapters but I will say just keep your eyes open and I promise you'll know what chapter she appears in…cool. Anyway I hope all of you enjoyed the chapter enough to return for the next, if you have any questions, comment, rants, or raves feel free to leave it in the review or just send me a PM and I'll get back you as soon as I can. This is Nomad88 saying Later….**

**Ps: I have some bad news my readers. The flash drive that I used for all of my stories, TSA: Amazing Spider-Man vol 1 and 2, Batman Beyond, and Secret Warrior Spider-Man has been….Destroyed. I won't go into details about how it was destroyed but it's gone….all of that hard work…..just gone. But believe me when I say this…the person that was responsible for destroying it got cursed out thoroughly. Everything….is gone, I had to buy a new flash drive and now I have to retype at least…60+ chapters over again. :( But the good news is that while it may be gone physically/digitally, everything is all in my brain….the ultimate storage drive. Nothing has been forgotten, it's just a pain in the ass to type it all over again. But since I have to type everything over again it gives me a chance to root out all of the misspellings, and grammar mistakes that plagued my earlier chapters. So there's that, anyway….this week has been very frustrating but hey….there's always next week right. Remember to review and then meet me back here next time…this is Nomad88 saying later…..**

**Next up: Vampiric Tendencies part 2**


	65. Vampiric Tendencies part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers I'm back again with another brand spanking new chapter in the Spider-Man mythos. First off 400 REVIEWS! WHOOOO! We've hit the 400 mark people and again a huge and tremendous thanks goes out to everyone who has taken the time out of their schedule to read and review this story. THANK YOU! I hope all of you readers out there keep reading and keep reviewing...I wonder can this story reach 500 reviews. Anyway I won't spend too much time talking seeing as how this is part 2 to the last chapter so you readers already know what's going on, but I will say this final thing. READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 57: Vampiric Tendencies part 2**

**Chicago, Illinois: 8:30am**

**POW! POW! **Went the sound of two gunshots echoing through the early morning air. The gunshots were followed by the heavy breathing of a man was well into his mid-thirties; he was dressed in a black business suit, complete with an expensive shirt, tie and shoes so he wasn't the type usually ran around in a rundown part of town that he was currently in, but he wasn't running from any type of gang or group of people. He was running from a single person….but this person wasn't normal. The man stopped and turned and fired several more rounds from his pistol but to his surprise there was no one behind him. He let out a few deep huffs before turning again to continue his run but right as he turned a black gloved fist painfully greeted him. The force of the punch broke his nose and made blood running freely down his face. His attacker lifted his foot and delivered a solid side kick to his stomach knocking him down to the ground while also reliving him from all of the wind in his lungs.

"Where do you think you're going?" came the deep baritone voice of the man that delivered the punch and kick.

The bloodied business man stared up at his attacker and snarled. The man that stood over him was 6'2, with short black hair, dark sun kissed brown skin, and brown eyes. He had a powerful muscular build that could be seen through the black t-shirt and bulletproof vest on his chest. Besides the vest he was wearing, black gloves, black pants, and black combat boots. He had a long sword was strapped to his back and several guns strapped to his side as well as knives and stakes, but the final item to complete his over all intimidating look were the black shades that covered his eyes. He looked to be a man in his 30s but he was in fact much older than what his appearance let on.

The business man wiped the blood from his nose and said one word.

"**Blade**" he growled.

Blade is the name that belonged to the world's greatest vampire hunter; he was the greatest because Blade had inherited all of the uncanny abilities of a vampire such as: Strength, speed, stamina, and acute senses but he didn't inherit any of their weaknesses like sun light or being severely allergic to garlic or silver. The world of vampires knew him and they knew him well. He wasn't someone to be trifled with….he was someone that should be feared and feared he was.

Blade smiled showing the man in front of him his own set of fangs before taking a step towards his target. He reached down and grabbed the man by his hair and yanked his head down so he could see the back of his neck. Blade's eyes honed in on the tattoo symbol at the base of the man's neck and his smile vanished as he saw the brand. He let the man go and then kneed him in the face.

"AGH!" he yelped feeling the cartilage in his nose shifted because of his strike.

"You have a brand….whose your master familiar" Blade growled. A _'familiar'_ as Blade called them were humans, humans that serve Vampires in hopes of one day being turned into a vampire by their master. If there was one thing Blade hated more than a Vampire, it was a familiar.

"Screw you"

Blade smirked and delivered a lightening fast kick to the familiar's face drawing more blood from him. The vampire hunter then drew one of his guns and stepped on the man's chest.

"I'm only gonna ask you one more time. Who is your master?"

**RING! RING! RING! **

Blade released a low growl in his throat before reaching into his pocket and pulling out his cell phone then answering the call.

"I'm working Old Man"

"Blade you have to go to New York" came Whistler's voice on the other end.

"Why?"

"Vampire spotting"

"I'm in the middle of….."

"Its Karen, and I already told her you would be there by the end of the day. You are still in Chicago right" Whistler interrupted.

Blade fell silent for a second before baring his teeth a bit.

"Fine, I'm on my way"

"Good, and Blade"

"What?"

"This time tell her you like her this time" Whistler stated before hanging up.

Blade rolled his eyes and then pocketed his phone, he turned his eyes back to the familiar below him and he smirked.

"Today's you're lucky day, I'm not going to kill…..at least not yet" he said before kicking the man in the face again knocking him out. Blade dug into a small pouch on his vest and he pulled out a mini-black tracer and he placed the tracer on the familiar.

The master vampire hunter then stood up and whipped around, walking away.

* * *

**ESU- 9:15am **

Dr. Crawford rubbed her tired eyes for a long second before returning them to the microscope.

"Dear God" she whispered.

"DR. CRAWFORD!"

Mariah turned to her name being called and she saw Spider-Man walking into her lab once again.

"Spider-Man! Where have you been?" she asked jumping up from her seat, "Did you get Debra to the hospital in time….is she alright?" she continued.

"Easy Dr. Crawford, she's fine….I think. The Nurse over her told me that I got her there just in time and that she and the other patients are in coma at the current moment but they should awaken once they get enough blood" he replied.

"Other Patients?" Dr. Crawford repeated with wide eyes.

"Yeah, after I managed to drop Debra off I was on my way here when I kept running into people who had been attacked by Michael…they were sporting the same puncture marks and drained of their blood as well. The attacks stopped around 5 this morning and I've been searching for Michael ever since but his trial has gone cold. Dr. Crawford please tell me….just what the hell is going on?"

Dr. Crawford pursed her lips and hung her head.

"This is my fault Spider-Man"

"How?" he asked.

"Do you remember the Wonder Drug serum I told you about?"

"The serum that turned your ex-husband into the wild man Kraven the Hunter. How could I forget" he replied.

"If you remember the serum then you'll remember when I told you I tried to cure him but he managed to destroy the cure and all of my research. While he destroyed the cure I was able to stash away a few vials of the wonder drug. I keep some of it in a storage unit in Brooklyn. After our last encounter with Kraven and your words about me running away I had decided that you were right. I can't run forever, so I opted to fight back. I went to the storage unit and I got a vial of the Wonder Drug and I've been trying to create another cure….so when Kraven comes back I'll be ready"

"What does this have to do with Michael attacking people?" he asked folding his arms across his chest.

"In order to find I cure I needed to test the drug on a subject so I chose a Bat….this bat here" she said turning and walking towards her work station. Spider-Man followed her to the station and he saw an abnormally large dead brown bat cut open on a metal tray.

"Ew" commented Spider-Man under his breath, "Dissection was never my favorite part of the whole science thing"

"I tested the drug on the bat….but…." she started.

"It got free" he chimed.

"Yes, it seems it got Free. No one was supposed to be in my lab except me but for some reason Debra and Michael were here and the Wonder drug infused Bat bit him and it…transformed him" she said with a dark look in her eyes.

"Transformed him" Spider-Man repeated raising his brow in curiosity "Transformed him into what?"

"I don't know, that's what I'm trying to find out." She said looking at the bat, "The wonder drug should not have transformed him like it did"

"What happened?"

"Michael, after being bitten, developed chalk white skin, red eyes, sharp fangs…..and from his attack on Debra a taste for blood. The wonder drug is not designed to transform the body in that way"

"Could it be because of the Bat…its genetics, its venom?" Spider-Man asked.

"That's what I initially thought, but I examined the Bat's saliva glands and while it's genetic structure has been altered…for the most part the glands are saturated with the Wonder Drug formula. Although the Wonder Drug has never been tested like this before, being passed from animal to human so it very well could have been the source of Michael's transformation."

"Sounds to me you have another theory about what could have happened" he stated.

"I do"

"What is it then?" he asked.

"Before you walked in I was examining some blood that I found on the ground in a Petri Dish"

"Blood in a Petri Dish" he repeated feeling a sudden shiver go down his spine.

"Yes, I do not know where it came from but the Bat was covered in it. This blood is remarkable…I've never seen anything like it before. On the surface it looks normal but if you dig a bit deeper you'd see that….." Dr. Crawford started before Spider-Man gently but urgently moved her out of the way and looked through the microscope. The moment his eyes landed upon the blood he gritted his teeth in anger and slammed his fist down on the station.

"GODDAMMIT DEBRA!" he roared in anger tearing his eyes away from the microscope.

"What is it Spider-Man, what's wrong?" Dr. Crawford asked.

"This blood, it's my blood. She kept some of it…DAMMIT I SHOULD"VE KNOWN!" he said looking around the lab for a second and while he was looking around the lab his mind started to put together a possible scenario of what transpired. "I think I know how all of this happened. You experimented the wonder drug on the bat then left…..Debra and Michael show up to do something with my blood…and then the bat got free. The bat flies around in this area and in the process gets my blood on it, the bat then bites Michael, transforming him" he finished.

"That's…..a plausible theory." Dr. Crawford replied, "But is this really your blood….how are you still alive. I've never seen anything like this."

"I know, I'm lucky to be alive. My blood is highly radioactive though and it's mixed with another type of wonder drug…similar to the one you and Dr. Reeves created….only a bit more potent….and corruptive"

"Well then that would definitely explain Michael's radical transformation. My Wonder Drug serum…mixed with the anomalies in your blood"

Spider-Man released a sigh and turned his eyes to Dr. Crawford.

"We have to find a way to fix Michael before he hurts anyone else" he stated firmly.

"Given what we know now….we might be able to, but without Michael here it's highly unlikely we would be able to create a sufficient cure"

"We have to try Dr. Crawford"

"And we will Spider-Man…just…there are so many question marks. Where do we start first?"

"Mixing my blood with the Bat's venom again" he said while rolling up his sleeve.

* * *

**Few hours Later: 12:30pm- Valencia's Night Club**

**CREAK!** Went the sound of a wooden door opening. Mischa entered the pitch black room, since she was a vampire though she could see plain as day but despite that she didn't see the person she was looking for, her master…Valencia.

"Mistress" she carefully called out looking in every direction.

"This better be important" came the icy voice of Valencia. Mischa turned to the right and out of nowhere Valencia appeared and grabbed her by her throat effortlessly lifting her up off the ground, "I hate been interrupted during my sleep."

Mischa could feel the powerful grip on her throat and she could feel her air supply rapidly running out.

"Ex…posure…." Mischa rasped out.

"What was that?" Valencia chuckled knowing full well the lesser vampire she was strangling couldn't talk.

"EXPOSURE!" Mischa struggled to yell out. Valencia released her grip on the girls' throat and took a step back.

"What do you mean exposure?"

"One of…..One of our lap dogs showed up…something about a Vampire attack"

"Vampire Attack" Valencia questioned with a raised eyebrow.

"Yes Mistress"

"Very well take me to her" Valencia replied.

* * *

**Night Club- Main Office. **

Louise Adams, the nurse that worked at West Manhattan hospital sat nervously in her seat looking around the very dimly lit office. The aged woman glanced at the burly men standing on either side of the large desk in front of her and she swallowed hard a bit. Louise was a familiar. She was a familiar and she worked for the current Vampire Lord in power and that was Valencia. Louise had been working for Valencia for the past 8 years and she desperately wanted to be turned into a vampire. Louise has seen the lifestyle that they live and she was highly envious…..the power that they possessed was something that anyone would want but what Louise craved the most was the immortality…..the longevity…..the youth. At one point in her life Louise was once a model with looks woman would kill for but…time and drugs caught up with her and her looks began to fade, the calls from her modeling agency became less frequent until they ultimately stopped period. Louise exhausted most of her money with attempts to boost her looks but each attempt failed so she used the last of her money to get herself a degree in nursing, but while she enjoyed nursing it couldn't fill the void in her heart that the fame she once possessed did.

**CREAK! **

Louise turned around to see Mischa and Valencia entered the office, she stood up and walked towards her and gave a slight bow to her master.

"Mistress I…."

"You have news for me…..speak or die human" Valencia growled.

Louise recoiled a bit from Valencia's tone but she was able to gather enough courage to relay her message.

"I am Louise and I work at West Manhattan Hospital and…..last night around 2-ish there was a young woman that was brought in and she had vampire punctures on her neck and she was drained of almost all of her blood."

"Impossible…..every Vampire in this city knows I forbade them from feeding on humans in public"

"And it wasn't just her but 12 other people were brought in sporting the same marks and they were each drained of their blood"

Valencia stared at Louise long and hard, being a master at reading people Valencia saw that she wasn't lying. The powerful Vampire bared her teeth in anger; this was very unpleasant news for her to hear. Long ago she had forbidden her Vampires from feeding on humans in public that's the whole reason why she opened the night club. A _'safe haven'_ for Vampires to feed freely, all they had to do was lure their prey to the club and they could feast freely, and she knew that no one would come snooping around the area the club was located. Valencia hated publicity because publicity attracted attention and if attention was brought to them then it was only a matter of time before they attracted the Hunter…..Blade; the mortal enemy of all vampires. She knew that she was powerful but Blade… was on her level of power which meant that if she fought him she could possible lose and that was not something she wanted…no, she needed an edge against Blade before she faced him, an edge she hadn't found…..yet.

"Has any of this been reported ?" Valencia asked.

"No, I've managed to keep everything hush for the moment but it won't stay that way. Reporters stake out Hospitals sometimes looking for stories but….."

"But what?" she asked.

"But…Spider-Man knows about the attacks and he's actively searching for whoever did it"

"Spider-Man? Who is this?"

"He's a do-gooder Mistress but he poses no challenge or interest to us" Mischa chimed.

Valencia nodded her head and then allowed her eyes to drift towards the medical badge clipped to the pocket of Louise's white nurse outfit. She reached up and grabbed the badge and yanked it off.

"Um…Mistress"

"What?"

"I'd hoped that my useful information was enough for the reward that was promised to me when I first started working for you"

Valencia raised her eyes to Louise's and stared at her.

"What was promised to you?"

"I would be turned into of one of you"

Valencia suddenly smiled and turned her eyes to the burly guards next to her desk.

"You heard her boys….reward her"

"Thank you mistress"

"No Louise, thank you….they were getting hungry" she stated a bit darkly.

"Wha…." Louise started before she heard a menacing growl, the misguided woman turned her head in time to see the two guards bare their teeth and jump over the desk.

"NOOOOO! AHHH!"

* * *

Valencia watched with mild interest as her guards tore into Louise's body, the sounds of them feasting upon her blood bringing nothing but music to her ears. She suddenly whipped around to face Mischa and she raised the hand with the badge in her palm.

"When night falls, take some men and go to this hospital and quietly dispose of these bitten patients before they turn and then I want you to find whoever it was that bit them and bring'em here. Am I clear, I don't want any mistakes"

"I understand my Mistress and your will shall be done" Mischa replied taking the badge and quickly exiting the room.

* * *

**Hours Later: Nightfall: 9:30 pm-The Old Church**

Ever so slowly the blood red eyes of Michael Morbius opened and came into focus.

'_Where am….'_ He started to think but his eyes came into focus on a bat staring right back at him.

"SCREEEE!" the bat screeched while opening its wings.

"AHH!" shouted Michael. He lost his grip on the support beam and he began to fall to the ground. The floor came closer and closer so he put his hands in front of his face in an attempt to brace himself but right before impact he suddenly stopped and hovered in the air. When he didn't' feel himself impact on the ground Michael removed his hands from his face and he stared at the dusty ground.

"Wha…..am I…..flying" he questioned softly looking around in wonder as he floated inches off of the ground. Slowly Morbius began rise and float up a few more inches into the air, as he was floating the events of the night before flooded his mind like a tidal wave. The bat, the bite, the transformation…and Debra. Michael hung his head a bit and when he did he spotted a broken mirror over the old organ in the corner. Looking at the mirror and wanting to go over towards it he inexplicably floated towards the mirror.

"What Have I become!?" Michael asked himself staring into the mirror unable to believe that he was the person staring back "The bat….wasn't normal, and….wait….Spider-Man's blood" Michael whispered attempting to piece together what happened to him. He grabbed his head in despair and he let out a deafening yell.

"RAHHHHHHHHHHHHHHH!" Michael screamed at the top of his lungs.

**SCREEE! FLAP! FLAP! FLAP!** Went the bats reacting to the loud sound echoing throughout the church. Michael watched as the bats flew around the ceiling frantically searching for an exit and the nocturnal creatures finally found an opening towards a cracked window by the entrance. He watched them fly away while also catching the sight of the mesmerizing stars that illuminated the dark sky. Before he knew what was happening he was drifting towards the opening.

* * *

Michael exited the church and he was greeted to the slightly humid but windy summer night. For a brief moment his frustration melted away and the feel of night calmed him, he rose higher and higher in the air while closing his eyes and holding out his hands basking under the calm moonlight.

* * *

_Debra: Mi…..chael _

* * *

Michael's eyes snapped open at the thought of the look on Debra's face and it was then he was reminded of his predicament again.

"I have to find a way to fix myself" he said in a low voice "But…I-I… have to see Debra, she has to be alright"

Michael looked around, his eyes looking across the city in the direction of ESU but for some strange reason he knew that Debra wasn't that way. He couldn't explain it, he turned his head to the right and he looked out and he could feel her presence…he could feel the presence of several people all located in one spot. Michael leaned forward in the direction he felt those people to be and he began to glide through the air.

* * *

**ESU- Around the Same time. **

"We've been at this all day Dr. Crawford and we're still no closer to finding a cure" Spider-Man commented putting a hand to his head.

Dr. Crawford didn't respond right away, her eyes were locked into microscope staring at the sample under the scope.

"Did you hear what I said?" he asked turning to her.

"I did, but I wouldn't despair just yet Spider-Man….come take a look at this" she said moving out of the way. Spider-Man went to the microscope and he peered through.

"Compound 15 seems to be working to reconstruct the genetic structure of the mixed wonder drug and your blood into something that resembles human DNA"

"You're right…..I can see the cells starting to part"

"But I fear that even though we were successful…without Michael here this 'cure' won't do anything…or it could kill him"

"It's the only plan we have Dr. Crawford….we just have to pray that it works" Spider-Man replied lifting his eyes away from the Microscope. He glanced to the left and released a sigh but it was then that his eyes landed on the dead bat again. He looked at the bat and then turned his eyes to the window up towards the ceiling and he could see that night had fallen. The gears in his mind turned for a second before he quickly started to gather the compound and a glass vial.

"What are you doing?"

Spider-Man carefully poured the Compound 15 into a vial and sealed it shut; he then placed it in his utility belt and looked at Dr. Crawford.

"I'm going to find Michael and give him the compound"

"Spider-Man I would advise against that…..we don't….."

"I know Dr. Crawford but like I said we have to pray that it works. We're all to blame for what happened to Michael but none more than me and I can't sit here another minute. I have to find him before he hurts someone else"

"How are you going to find him?" she asked.

"Well I have a hunch. The reason why his trail went cold earlier is because…..he may have possibly developed a nocturnal craving …"

"Because Bats are nocturnal creatures" she finished while putting a hand to her chin.

"Right, which means he's out there right now"

"That's a long shot of a theory Spider-Man"

"You'd be surprised at how many of my long shot theories tend to be correct" he replied.

"This is a big city Spider-Man…..where are you going to start your search?"

Spider-Man lowered his head for a second thinking hard on her question before he raised his head again.

"I'll start with Debra. If I were Michael I'd want to check up on her…..at least I hope that's what he would want to do" Spider-Man replied walking towards the doors.

"Be careful Spider-Man…..Michael may not be in his right mind and he is very powerful…stronger than Kraven"

"You'd be surprised at how many people I face are stronger than me…..but I'll be careful" he said over his shoulder right before he exited the lab leaving Dr. Crawford all alone with her thoughts.

* * *

**West Manhattan Hospital**

**CREAK! SLAM! **Went the sound of Dr. Karen Jenson's door opening and then slamming shut. She rubbed her tired eyes and tried to calm her nerves.

"You need to learn how to lock the door…." came a deep baritone voice. Karen jumped at the sound and whipped to the left whilst getting into a fighting stance. Out of the dark corner in her office Blade stepped out of the shadows, he reached up and took the shades off of his eyes and stared at her with those piercing brown eyes.

"….or else anyone could just walk in" Blade finished. He looked her up and down and smirked at her fighting stance.

"You're assuming I can't take care of myself" Karen stated with a smirk.

"Karen I don't have to assume anything"

"I'll have you know Blade I've taken up Martial Arts" Karen replied relaxing a bit.

"Won't do you any good against Vampires"

"Yes well we all can't have super strength now can we, some of us just have to make do"

Blade scoffed slightly and folded his arms across his chest.

"I was in the middle of an important investigation when Whistler called me now what do you want?"

"Follow me" she said turning around and opening her door.

* * *

**Hospital Entrance**

Mischa dressed in a nurses outfit walked into the hospital and looked around, behind her were three of her vampire kin who were wearing Orderly outfits. Her eyes landed on the front desk and she walked towards the nurse that was at the front desk. The woman perked up when she saw Mischa walking towards her.

"Hello, you must be new to the…."

"Shut up now" Mischa commanded reaching her and pushing her down into her seat. The vampire looked around for a split second before turning her eyes back to the visibly miffed nurse, "Look into my eyes"

The nurse complied and she suddenly found herself in a trance like state.

"Tell me everything you know about the attacks last night and what room the patients are inside"

"Okay" The nurse replied.

* * *

**Down the hall- Room 207**

Blade stared down at the unconscious patient and he raised both his eyes in interest, the master vampire hunter leaned down to get a better look at the puncture marks on the neck of the victim. He flared his nostrils and he inhaled deeply. All throughout his _'investigation'_ of the body Dr. Karen Jenson stood across from him looking at him curiously.

"So…..shouldn't you do something to help him before he changes….like you and Whistler did for me?" she asked.

"He's not going to turn" Blade stated reassuringly before looking at Karen

"But he was bitten"

"Yes, he was bitten by something but it wasn't a vampire. A vampire's bite leaves behind a certain…venom that I can detect, that venom is what turns people into Vampires but this man doesn't have any of that on him…however there is a….." Blade started before flaring his nostrils and looking behind himself and at the window.

"What is it?" Karen asked.

Blade bared his teeth before answering.

"Whatever attacked him….is here, in the hospital" he replied walking around the bed and heading for the door with Karen right behind him.

* * *

**Outside**

Michael Morbius hovered about 3 floors up in the air staring at the window in front of him. He drifted a few inches forward and placed one of his chalk white clawed hands on the window then peered inside; there, across the room was Debra sleeping peacefully or at least that's what he hoped. He took a deep breath and looked all around but didn't see a way inside the room, his eyes then landed on his sharp claws and an idea formed in his mind. He pointed his index finger and he used the sharp talon at the end to trace a large circle in the window. The talon easily cut through the glass and before long a large section fell backwards and to the streets, smashing to pieces. Michael entered through hole he created and touched down on the floor.

* * *

**Inside Debra's Room**

Michael quickly walked towards the motionless Debra and stared down at her face. He hesitantly reached towards her face and gently pushed a strand of hair away from her face.

"My flower…I'm sorry" he whispered leaning down to her forehead and attempting to place a kiss.

Suddenly the lights to the room flashed on cutting through the dark room. Michael reacted instantly covering his eyes from the bright lights.

"AHH!" he shouted while scrunching his eyes to see who turned them on.

**CLICK! CLICK!** He lowered his arms to see Blade standing there with a pistol in his hand.

**POW! POW! POW! POW! POW! **

"RAHHH!" Michael screamed as three bullets hit his arm and two hit him in the chest, he instantly went down to the ground moaning in pain.

"BLADE WHAT ARE YOU DOING!" shouted Dr. Jenson grabbing his arm "YOU COULD'VE SHOT THE PATIENT!"

Blade ignored her and carefully stalked over to Michael who was still on the ground moaning in pain. The vampire hunter placed his foot on Michael's back and cocked his gun again. He stared down at Michael and studied his features for a moment before talking.

"What kind of Vampire are you?" Blade growled

"V-V-ampire….I-I am no V-Vampire" Michael groaned back.

"You're right, because how can you be a Vampire if you Dead"

Michael heard the words and his eyes widened in terror, he gathered his strength and he pushed himself up off of the ground right as a bullet passed by his head.

Blade was thrown upwards and he hit the ceiling hard, he was unprepared for Michael's strength. The Vampire hunter came down but Michael was there grab him by the front of his clothes and throw him across the room. Blade tumbled for a second before pushing off of the ground with his left hand and landing into a crouch. He raised his weapon and fired a few more rounds but this time Michael was a bit more prepared. His adrenaline was pumping so he was exerting more of his new-found abilities. Time seemed to slow down for a second and he could see the bullets coming, he twisted to the left allowing three bullets to pass by and then he twisted to the right allowing the others to pass him.

**TCH! TCH!** Went the sound of Blade's gun going empty. Michael breathed heavily and then glanced to the right. He grabbed the wooden visitor's chair next to him and effortlessly lifted it up and threw it at his enemy. Blade ducked and allowed the chair to smash through the window behind him.

* * *

**In the Air**

Spider-Man swung through the air and towards the Hospital that he dropped Debra and the other victims of Michael's attack. He swung around towards the entrance when his spider sense kicked in and he jerked his head upwards.

**SMASH!** Went the sound of the glass breaking followed by a wooden chair falling through the air.

"What the Hell?!" he shouted twisting out of the way. He let go of his web and he stuck to the window on the Hospital and continued to look up_, 'I don't have time for this…but someone might be in trouble…I have to help'_ he thought shooting two webs. He straightened up on the window and he began to back up a bit all the while pulling tightly on the webs. Once he was back a good bit he un-stuck his feet and the tightly pulled webs whipped him up the building.

* * *

**Inside the room**

Blade glanced behind himself and then turned back to Michael while pulling out another gun but before he fired he noticed Michael's wounds and the fact that he wasn't dead nor was he bursting into flames.

'_Some type of new Vampire…..are they evolving or is this something else, doesn't matter either way it's dead'_ he thought to himself, "DIE!"

Michael's eyes widen and he jumped to the side right as the bullets were unleashed from Blade's gun.

Blade gritted his teeth and turned his gun towards Michael again but just then he felt a powerful kick to his back. The force of the kick knocked him forward and to the ground making him drop his gun in the process.

"No guns in the hospital" Spider-Man stated while standing on Blade's back, the wall crawler raised his head allowing his eyes to land on the transformed Michael Morbius.

"Spider-Man" said Michael

"My God…Mich…" he started.

"GRAHHHH!" roared Blade fighting to his feet despite Spider-man's added weight on his back, he managed to stand up and turn a bit and throw out a backfist but Spider-man wasn't there. The wall crawler was sticking to his back, Spider-man used his agility to bend back and slam his hands to the floor, he used his strength to hoist Blade up by his back with his feet and launch him towards the door. Dr. Jenson who was wordlessly watching the scene dove out of the way just as Blade flew past her and out of the room before crashing into the wall scaring a few nurses nearby.

* * *

Slowly Debra's eyes began to open and come into focus. All of the noise and commotion in the room roused her from her coma.

"Uh…" she groaned painfully "Where am I"

"DEBRA!"

The delirious young woman searched for who called her name and her eyes landed on Michael, he took a step towards her but just the sight of him caused her to recoil away from him in fear. Michael stopped and backed away, the look of fear cutting him deep.

* * *

Blade bared his teeth and got to his feet and charged back into the room.

* * *

Spider-Man saw him coming and ducked, allowing him to pass over him. Blade cartwheeled in mid-air and landed on his feet and thrust out a powerful side-kick, Spider-Man blocked the kick with his forearm but the power behind the attack lifted him off of his feet for a second.

'_Jeez'_ He thought leaning to the side avoiding a punch but Blade turned the missed punch into a quick elbow strike that caught Spidey in the jaw. Blade then grabbed him by the front of his costume and brought him in for a knee to the stomach and then tossed him into the wall.

"OOMPH" Spider-Man grunted.

The master vampire hunter growled in his throat and turned his attention to Morbius who was still distracted by the look of fear in Debra's eyes. Blade reached to his utility belt and grabbed two sharp silver stakes then threw them with pin point accuracy. Michael heard the whizzing and he turned just in time to receive two stakes to either side of his shoulders.

"ARGH!" he screamed in agony.

"NO!" shouted Spider-Man springing up from the floor and spearing Blade across of the stomach.

Blade dug his heels into the ground and stopped himself from sliding backwards; he let out another growl and slammed his elbow into Spider-Man's back earning a grunt of pain. He then lifted his knee and kneed him in the face sending him backwards but as Spidey went backwards he shot a web at Blade's foot. He went back but flipped and yanked on the web pulling the Vampire hunter off of his feet and sending him to the ground.

* * *

"ARGH!"

**CLANG!**  
Spider-man turned to the left to see Michael yank the stakes out of his body and throw them to the ground. He cast a sad look at the still frightened Debra before pushing off of the ground and flying towards the window.

* * *

Spider-Man ducked as he passed over him but at the same time he quickly reached into his utility belt for a spider tracer. He threw the tracer and it attached to Michael's ripped black jacket just as he exited the room and flew away into the night.

"NOO!" came a deep voice. Blade flipped to his feet and prepared to jump at the fleeing Michael but Spider-man jumped and delivered a kick to his side sending him to the ground again.

Blade slowly turned his head to him and bared his teeth.

"Who or what are you?" asked Spider-Man. From the force exerted behind Blade's hits he knew that he wasn't a normal human.

Blade rose to his feet and pulled his sword from his back and brought it in front of him.

"I am **Blade,** Vampire Hunter" he stated angrily.

"VAMPIRE HUNTER!" Spider-Man exclaimed before scoffing "…..Blade was it, I think you've watched too many twilight movies man….Vampires aren't real. And if they were real I think they'd be in Louisiana, since… you know they have a thing for southern women….just ask Sookie"

Blade narrowed his eyes and gripped his sword tighter.

"Huh….guess you're not a True Blood fan" he joked.

"RAH!" roared Blade.

"STOP!"

Blade halted his attack when Karen jumped in-between him and Spider-Man.

"GET OUT OF THE WAY KAREN! HE'S A FAMILIAR HE LET THE VAMPIRE GET AWAY!" Blade roared.

"He's not with them Blade" she countered

"HOW DO YOU KNOW!?"

"Uh am I with whom?" came Spider-Man's confused voice. Karen looked at him over her shoulder and was about to say something when Blade suddenly whipped around to the door.

* * *

Mischa and her vampire goons stepped into the room but instantly came to a stop when they saw Blade.

**(**DAYWALKER!**)** Mischa hissed in a Vampire tongue.

"What did she say?" Spider-Man asked. Blade threw his sword at Mischa but she ducked and the sword impaled the Vampire behind her and pinned him to the wall. Mischa dove out of the door and took off down the hall with her enhanced speed. Tthe other Vampire right behind her.

"DAMN!" Blade growled in anger getting ready to run after them but he felt a web line snag him and toss him across the room.

"WHAT THE HELL IS YOUR PROBLEM!" Spider-Man screamed running towards the Vampire that was impaled and pinned to the wall by the sword.

"NO SPIDER-MAN BACK AWAY HE'S A VAMPIRE!" shouted Dr. Jenson running towards him.

* * *

"Don't worry I'll get you out of…" he started before his spider sense came to life. The Vampire that was pinned to the wall spit out some blood before grabbing Spider-man by the throat and lifting him up.

"…here" Spider-Man gurgled out against the tight grip on his throat.

(KILL YOU! ALL OF YOU!) The Vampire roared out in a strange language while baring his teeth.

Dr. Jenson reached him and tried her best to pry the Vampire's grip away from his throat but her efforts were futile.

(YOU! STAY AWAY! YOU CAN NOT DEFEAT US!) came the Vampire's voice again in that strange language. Dr. Jenson turned around to see Blade rapidly approaching.

(ALL OF YOU SAY THE SAME THING RIGHT BEFORE I KILL YOU!) Blade replied grabbing his sword twisting it and then dragging it upwards. The sharp blade sliced through the Vampire's flesh killing him instantly.

Spider-Man's eyes widen as the grip on his throat disappeared and the body before him turned to bones and ash on the ground.

"WHAT THE HELL!" he hollered in disbelief, but he didn't get a chance to dwell on it because he suddenly felt a strong grip pull him to the left. Spider-Man then felt the cold hard steel of Blade's sword pressed tightly against his throat ready to spill his blood in an instant.

"You're working with them aren't you" he growled.

"I'm not working with anyone….I don't know who or what that guy was….I'm only here for Michael" he replied quickly

"Is he your Vampire Master?"

"HE'S NOT A VAMPIRE CRAZY GUY! HE'S AN ACCIDENT!"

"STOP! YOU'RE MAKING A SCENE!" Dr. Jenson said in a hushed voice grabbing onto Blade's arm again. She glanced around and saw all of the nurses and doctors looking at them curiously.

**WHOOO! WHOOO! WHOO!** Went the sound of the police sirens.

"Look I'm going to try to calm them down…I don't know how but I'll find a way. Look the two of you are on the same side so how about you talk this out like normal people"

"MICHAEL COME BACK!"

Spider-Man turned his attention back to the room to see Debra running towards the window. He pursed his lips at her and then glanced at Blade.

"Meet me on the roof" he stated before walking into the room.

* * *

**Streets **

Mischa stepped on the gas of the car they had stolen and flew down the road. She didn't have to slow down because all of the cops were speeding towards the hospital, the young Vampire growled to herself while looking in the rear view mirror.

"IS HE FOLLOWING US!?" she asked/ yelled at her companion.

"No he is not"

"WHAT THE HELL WAS THE DAYWALKER DOING THERE!" she screamed slamming her fist into the radio destroying it in the process.

"It is obvious that he was investigating the attacks as well, Mistress Valencia will not be pleased at this news and we didn't complete our task." the Other Vampire replied turning to Mischa but she had a smile on her face, "What are you smiling at?"

"Look" she said pointing upwards. Her companion looked through the window and into the sky and he saw Michael Morbius flying through the air but he was shakily flying and rapidly descending down to the ground.

"Fortune shines bright…..that has to be him or it" Mischa replied driving quickly after their falling target.

* * *

**Not too far away**

Michael gritted his teeth as he tried his best to stay in the air, but it was proving very difficult because of his injuries given to him by Blade. He was gushing blood from his wounds and his vision was swimming but his injuries is not what was hurting him; it was the look on Debra's face…how she no longer looked at him with loving eyes but with eyes of a frightening monster.

'_Monster'_ he thought before he suddenly fell through the air and onto a parked car.

* * *

**BAM!** Went the sound of him hitting the hood scaring several people that were nearby.

**SCREEEEEEEECH!**

A car pulled up beside the wrecked car with Michael on top and out stepped Mischa and her companion. They moved towards him to and looked him over to see that he was unconscious.

**(**GRAB HIM!**)** She shouted going back to the car. The other Vampire nodded his head in compliance and grabbed the unconscious Michael and hastily put him in the car. Mischa stepped on the gas and sped down the street.

* * *

**Hospital Roof**

Spider-Man climbed over the edge of the roof and to his slight surprise Blade was patiently leaning against the edge on the far side of the building with his back to him. The wall-crawler slowly walked towards the mystery man and cleared his throat.

"So…..Vampires, they're actually real"

"Yes" Blade stated/growled.

"And they drink blood and turn into bats and all of that and they sparkle in the daytime?" he asked while coming to a stop next to him.

"Yes they drink blood, only pure bloods turn into bats…..and you watch too many movies"

"So where do they come from?"

"Doesn't matter…..all that matters is that they are out there and they must be destroyed. You say this Michael character isn't a true Vampire…..talk" Blade commanded.

Spider-Man raised a brow at him but decided not to argue.

"The guy you were fighting, his name is Michael Morbius and he's the victim of an unfortunate lab accident. Too long to explain how but I have a potential cure for him however, you scared him off before I could give it to him"

"You expecting an apology"

"Well it wouldn't hurt"

Blade turned away from him and looked back out over the city.

"We have to find your…..friend Michael Morbius fast"

"Yeah I know, the longer he stays in his current condition the more people he may hurt. He's developed some type of taste for blood"

"Just like a Vampire" Blade growled.

"He's not though, he's not in control of his actions" Spider-Man countered.

"He looked in control to me"

"Looks can be deceiving"

"Hmph. Your friend is not only a danger to the people but he's in danger himself. That Vampire I killed was only a scout."

"A scout" Spider-Man replied.

"The last time I was in New York I managed to take down the head Vampire in charge but it seems another power has taken hold. The only reason I can think of as to why I haven't heard about it yet is because whoever is in charge has been keeping the Vampires under a very low profile."

"You're thinking that those Vampires were after Michael…..how would they know he was here"

"Following his trail" Blade replied "We have to find him"

"No problem, I managed to place a tracker onto him before he flew out of the window" Spider-Man responded pulling out his Spider tracer tracker and turning it on.

"Give it to me now. I'll find him and hopefully the Vampire that's in charge" said Blade holding out his hand.

"Yeah I don't think so Van Helsing…..we'll do this together"

"I work better on my own"

"As do I, but here we are. You know more about Vampires and I know more about Michael. Now hold on" said Spider-Man grabbing Blade by the arm and holding up his hand to fire a web, but Blade yanked his arm out of his grasp.

"What are you doing?" they both asked at the same time.

"I'm webbing swinging us in the direction that Michael went, the signal is faint and only getting fainter we're running out of time."

"We're taking my Car" Blade stated before jumping over the edge and to the ground below. Spider-Man peered over the edge and then shook his head.

'_It's gonna be a long night'_ he thought before following him over the edge.

* * *

**Across Town- Bronx- Valencia's Night Club- 10:20 pm**

**Sniff Sniff Sniff **

Michael Morbius's nose twitched again. One of the sweetest smells in the world wafted around his nose and the aroma was stirring him from his slumber. His head rolled to the left and his eyes opened. There sitting right next to him was Valencia drinking from a golden chalice that was full of blood.

"It's about time you woke up" she said taking a sip of the blood. Michael wearily eyed her and the chalice that he knew was full of blood, blood that he desperately needed. Valencia followed his line of sight and she smirked.

"Hungry?" she asked moving the chalice

Michael attempted to sit up but his injuries hindered him a bit, his body had already healed but they were still a bit tender. He reached out for the chalice but Valencia pulled away.

"First….tell me your name and then I may….let you have some"

"Morbius…..Michael Morbius" he stated weakly. The smell of the blood was taking over his mind again. He hadn't eaten in what felt like days, he could feel the familiar pangs of hunger gripping his stomach.

"Who is your master?" she asked with a slight edge in her voice.

"I….have….no master"

"So you're a rogue vampire"

"I….am no Vampire. Vampires…. are not real…..PLEASE!"

Valencia studied him for a second before handing him the chalice; Michael snatched the chalice away from her and greedily gulped down the blood inside savoring the taste.

"Oh I assure you Morbius, Vampires are very real" Valencia replied flashing her fangs at him. Michael glanced at her from the corner of his eyes and he recoiled in shock, dropping the chalice in the process and spilling the last bits of blood inside.

"WHAT ARE YOU!?"

"A vampire like yourself" she stated rising from her seat and moving a bit closer to him. She grabbed his mouth with her right hand and inspected his teeth, her grip was strong and it was beginning to annoy Michael; with lightening fast reflexes he grabbed her hand yanked it away from his face.

"Unhand me"

"OH YOU ARE STRONG!" Valencia exclaimed in enjoyment moving closer to him and sitting down next to him, "Strongest Vampire I've come across in a while"

"I AM NOT A VAMPIRE!" Michael shouted standing up and moving away from her.

"Well if you're not a Vampire what are you then?"

Michael turned his pupiless red eyes unto her.

"I am an accident….a hideous monster that needs to be put down" he replied with conviction. The look on Debra's face as well as the faces of the people he feasted upon running through his mind.

"You are certainly not hideous Morbius…you're beautiful" Valencia said before suddenly disappearing and appearing behind Morbius. She ran a hand down the side of his face affectionately "Almost as beautiful as me"

Michael was a bit surprised at her sudden reappearance but he shook it off.

"You're wrong." he snapped breaking away from her. Valencia smirked and then stared into his eyes.

"You think you are a monster because of how she looks at you….this Debra Whitman" Valencia stated.

Michael's red eyes widen even further at the mention of Debra.

"How did you know that?"

"As I told you Morbius I am a Vampire. A very powerful Vampire, one that is able to partially read your mind….among other things"

Michael shook his head in disbelief and backed even further away from her.

"Vampires aren't real you're just…I don't know different….like Spider-Man or the Avengers"

"HAHA! NO, you can not compare a God such as I to those mortals Morbius, and I assure you Vampires are very real. We have been living the shadows….waiting for the right moment to assume our rightful place in the world. The hour of our rule is almost at hand and when that time comes…Monsters will inherit the earth, so if I were you I would embrace your transformation"

"No, I will not" he said whipping around and heading for the door but just like before Valencia appeared in front of him blocking his path.

"Morbius you have caused a very big problem for me. You have alerted the Daywalker to my operation here in New York and I take that as a high offense, especially if you knew the great lengths I've gone through to keep us under a very low profile…..a low profile you have just blown to hell. Now when my underlings brought you here I had already made up my mind to kill you but...I didn't."

"…Why didn't you kill me?"

Valencia smiled and began to circle around Michael like a predator but more importantly as she circled him she activated her favorite power, voice mind-control. It was an ability that ran through her specific vampire blood-line and it was a power she enjoyed using very much. She cleared her voice and then started to speak.

"Two reasons. The first is that I could not kill something so beautiful and the second was that I could sense something about you Morbius. Something powerful….Something Great" she whispered stepping closer to him again, "Something horrific"

Michael shook his head; the sound of her voice….it surrounded him, invaded him. All of the hang ups he was feeling earlier were disappearing and all that matter to him was hearing more of her alluring voice.

"It's the monster inside you that I sense Morbius. It wants to be free" She continued running a hand down his chest again but stopping at his beating heart, "You are a living Vampire Morbius, which means you are different from us but deep down you are the same….you are a Vampire and you must embrace it. You must let the monster free"

Michael's eyes rolled a bit as her words repeated over in his mind.

"Set the monster free" he repeated "How?"

Valencia clapped her hands and the doors bursted open.

**BAM! **

The two turned to see a few of Valencia's vampire underlings bring in a handful of scared and sickly looking humans. They each were sporting several bite marks on their necks and they each looked pale and close to death.

"These are a few leftovers from last night's festivities. Feast upon their blood Morbius...kill them" She whispered to him again. Michael closed his eyes and took in a deep breath. The smell and sound of their whooshing blood was slowing sending him into that crazed hunger state; his stomach growled loudly and reason started to slip away and all that was left was the insatiable hunger.

One of the Vampire underlings pushed a human forward and he fell down towards Michael's chalk white bare feet. He stared down at the sickly human and bared his teeth. The human slowly tilted his head up to meet Michael's blood red eyes.

"P-P-Ple-ase…..d-don't kill me…..m-my name….is Carter Fredrickson…..I-I…."

"Don't listen Morbius…..FEAST!"

Michael hissed while leaning down and effortlessly picking Carter up.

"Please" Carter rasped out.

Michael's resolve wavered for a second and he was beginning to have second thoughts but Valencia started to speak again.

"Let the monster free….FEED MORBIUS! FEEED!"

"RAHHHHHH!" screamed Michael before he sunk his teeth into Carter throat.

"MUWHAHAHAHAHAHA!" laughed Valencia seeing him feeding off Carter. It wasn't even a minute before Michael drained him of all of his blood and the life form the young Carter Frederickson, he tossed the lifeless body to the side and he eyed the other scared looking humans that were huddled together.

"HUNGRY! RAHHH!" he screamed before lunging jumping at them.

* * *

Valencia's smile on her face grew as she watched him tear into the humans. She wasn't lying earlier when she had said she had sensed something within Michael, the moment she had laid eyes upon him she knew that he wasn't a normal Vampire. He wasn't transformed in the same way the others were, Valencia had been around long enough to know that Michael was something else entirely. She had been able to read his mind but not in the traditional sense, she was limited in what she could read. She could only read certain pieces…..fragments of a person's mind and she would have to guess at the rest, but Valencia had read enough to get a sense of what happened to Michael. She had seen a lab, Debra, and a bat and she had seen something else; the real reason for her not killing him. The one thing that stuck her mind was when Michael was briefly in the sunlight. She had seen that he was in the sunlight for a good minute without bursting into flames like normal vampires would be if exposed; she could tell that it stung him a bit but it didn't kill him and she found that very very interesting.

'_He is the edge I've been waiting for…..through Morbius I will uncover the secrets of walking in sunlight'_ she thought deviously watching Michael suck the blood out of another victim.

"Mistress" came a voice.

"What?" she snapped turning to one of her underlings.

"We found this on the intruder's jacket" he said opening his palm and showing her the spider tracer. She grabbed the tracer and inspected it with a curious eye, she pressed down on the tracer and when she did that she heard a very low beeping sound; a sound that no ordinary person would've been able to hear.

"It's some type of tracking device" She stated with narrowed eyes "The Daywalker approaches…..gather everyone and prepare. He will be here shortly" Valencia commanded.

"Yes Mistress" the underling replied turning and rushing from the room.

* * *

**Elsewhere- Blade's Car**

Blade and Spider-Man sat silently in the black 1968 Dodge Charger that was weaving in and out of the New York night traffic. The soft beeping of Spider-Man's tracer interrupting the silence every now and again. Spider-man's mind was going a mile a minute, what started out as a normal night had turned into something completely unexpected and he was once again out of his field. Instead of finding a way to stop this Gang War he had found himself entangled in the supernatural, he still couldn't believe that the Vampires of legend were actually real but he had seen it with his own eyes back at the hospital.

'_Damn, VAMPIRES! I should be freaking out more than I am but I have to freak out later….Michael is out their somewhere and it's my responsibility to get him back. I mean this is all because of my blood…and because of Debra…I should have yelled at her back at the hospital…but I have a feeling she's already suffering enough'_ he thought to himself. Spider-Man released a sigh and then glanced to his left looking at Blade, _'Screw this silence….' _

"Hey, can I ask you a question?"

"…"

"Okay, I'll take that as a yes. What's your story? You seem to have an unnatural hatred for these Vampires. I mean I can see how one could hate them with the whole….blood sucking thing, but you; I think you have a personal stake in this…pardon the pun. Wait was that a pun?"

Blade looked at him for a second before turning his eyes back to the road.

"Let's just say my hatred for Vampires start in the womb" he stated cryptically.

"Was your mother a Vampire?" Spider-Man asked

"I was enjoying the silence" Blade replied quickly, cutting the conversation.

'_Sore spot'_ Spider-man thought, "Fine Blade, I'll leave it alone but I wasn't enjoying the silence"

"Tough"

"…Can I ask you another question?"

"No"

"Come on it's a serious question"

"…"

"So that's another yes, alright. Here's my question….. were you pissed when Bella chose Edward over Jacob, I know I was….Team Jacob forever right" he joked. Blade growled in his throat.

'_Spider sense'_ thought Spider-man looking down at his tracer; he saw that the blinking dot had disappeared, "Crap. The signal is gone"

"What does that mean?" asked Blade.

"It means my tracer has destroyed or deactivated." Spider-Man replied.

"Where was the signal coming from last?"

"Somewhere in the Bronx, I'll know once we get there"

"Hold on"

Blade slammed his foot on the gas and the two zoomed even faster through the city streets.

* * *

**15 Minutes Later**

Blade's car came to a stop a few blocks away from their target which was a large warehouse looking building that was surrounded by a bunch of condemned buildings. It was out of the way and a perfect hiding spot for Vampires. Blade and Spider-man exited the car and stared down the road at the warehouse.

"Valencia's Night Club" said Spider-man reading the neon lights on top of the warehouse.

"Valencia" Stated Blade with malice

"Old Girlfriend?" Spider-Man asked.

"She's an old and powerful Vampire…..I killed her father. He was the first Vampire Lord I ever killed"

"So you killed her father…..are you sure you…..aren't her father"

"IF YOU'RE GOING TO MAKE JOKES STAY IN THE GODDAMN CAR! THIS IS SERIOUS!"

"Okay Okay Okay sorry. Cracking jokes is how I'm staying calm. Remember Man I'm just finding out that Freaking VAMPIRE ARE REAL! So cut me some slack"

Blade slammed his door shut and bared his teeth a bit before walking towards his destination. Spider-Man closed his door as well and followed behind him.

* * *

"I don't like this" said Spider-Man looking around the empty street "Something about this screams….It's a trap"

"It probably is" Blade replied continuing his stride unafraid.

"Don't you think it would be a bad idea to just walk right into it?"

"You got a better suggestion?" he asked coming to a stop

"How about divide and conquer. They don't know I'm coming so I'll back you up from the back"

"They'll have the back covered…..go in through the roof"

"Fine I'll go in through the roof, just give me a minute to…." Spider-Man started, but Blade started walking towards the metal door entrance of the club.

"….get into place" he finished; Spider-Man shook his head in disbelief then crouched low and jumped into the air.

* * *

**Entrance**

Blade stood at the door and he listen out for a second with acute hearing and he didn't hear anything. He raised a fist and knocked on the door.

**Knock! Knock! Knock! **

"Who is it?" came a voice.

Blade smirked and raised his foot.

* * *

**Inside the Night Club**

**BAM!** The metal door flew off its hinges knocking the big burly vampire that was guarding the door back and across the ground; Blade stepped into the club and he looked around. He didn't have to look long before he saw Valencia sitting in a throne across the room where the DJ would normally be located.

"Blade, come in"

"Valencia" he growled stepping further into the empty room.

The Vampire Lord snapped her fingers and the empty room was quickly filled with about 20 vampires.

Blade eyed them all and he smirked.

"Let's get this party started"

"RWAHHHHHHH!" hissed the Vampires charging at him.

Blade took a step and jumped in the air with his right foot raised. His boot met the face of the first Vampire to reach him; he landed on the ground and whipped around with a kick that snapped across the face of another Vampire. Blade ducked letting a Vampire that was trying to attack him from behind sail over him, he responded with a powerful uppercut to the chin that lifted the vampire off of his feet. Blade turned his head to the right to see three vampires coming at him, two of them slashed at him with their claws and he grabbed their wrist at the same time. He threw out a kick that nailed the third vampire in the chest and then flipped the other two sending them to the ground; the force of the kick crushed the vampire's rib cage sending a rib bone right through the heart, the vampire gasped as he turned to ash and died. Blade did a slight hop and stomped on the faces of the vampires beneath him crushing their skulls and making them burst into flames and then ash as well. The master vampire hunger turned quickly and threw out a fist that caught a vampire in the throat crushing it and killing him. Blade then jumped high in the air and out of the circle that was forming around him. He landed outside of the circle and reached into the insides of his black coat and pulled out two long silver stakes and got into a ready stance. The remaining vampires rushed at him and he smiled.

**SCHULK!** Went the sound of Blade plunging the silver stake through the chest of a vampire. The sound was followed by a cry of pain followed by silence as the poor vampire turned to ash and bones on the ground.

"YAH!" shouted Blade as he staked two more vampires and they too turned to bones and ash on the ground. One vampire tried to sweep Blade's foot but he lifted his foot making the vampire miss and then he brought around the silver stake and stabbed the vampire in the head.

The vampires kept coming and the more that came the more that died against him. Blade was flurry of kicks, strikes and stakes. In the span of almost 2 minutes Blade had reduced the number from 20 to about six vampires. Two came charging in and he jumped and kicked both of them in the chin knocking them down to the ground. Blade rolled and then staked them in the heart killing them; he straightened up and then threw his stakes with pin-point accuracy into the heart of two more vampires leaving just two vampires remaining.

Blade stared at the two who hesitated for a second, they looked back at Valencia who still had a smile on her face and then they looked back at each other.

"RAH!" they both yelled charging at Blade. Blade waited and once they got close he whipped out his sword and sliced their heads off. He watched as their headless corpses turned to ash and bones.

**CLAP! CLAP! CLAP! CLAP! **

Blade turned his attention to Valencia who stood up from her throne.

"Bravo Blade Bravo. I see you're just as formidable as I remember"

"And you're just as ugly" he snapped back.

"Oh Blade you wound me, you and I both know I'm not ugly"

"I beg to differ, afterall, I've seen your true form, the face you're wearing now is nothing more than a cheap mask"

Valencia's smiled dropped from her lips and a blank look formed, she took a deep breath and then bared her teeth.

"You know Blade…..I hate you, I really do but despite my hate I've tolerated you and have allowed you to live"

"HA!" Blade laughed "You've allowed me to live"

"Yes, haven't you wondered why I haven't exacted revenge on you for killing my father all of those years ago"

"Because you knew you couldn't beat me" he stated gripping his sword tightly.

"Hardly, it was because I needed you"

Blade raised his eyebrows and tilted his head to the side, Valencia had his full attention.

"Needed me for what?"

"You're uncanny ability to walk in the sun, for years I've been monitoring you and all of the vampires you've killed but in those years I haven't come close to understanding just how…you walk in the sunlight"

"And you never will"

"You see that's where you're wrong Blade, that's where you're wrong. I don't need you anymore because I have someone else"

Blade narrowed his eyes and bared his teeth a bit at Valencia.

"Allow me to introduce you to **MORBIUS: THE LIVING VAMPIRE!"** she shouted while raising her hand upwards.

Blade looked up to see Morbius detach from the ceiling and head right for him, he jumped back just as he landed with a thud.  
**THUD!** Morbius had changed from his ripped clothes into a form fitting red and black outfit with a billowing cape behind him. He rose up and bared his sharp teeth at Blade in a menacing manor.

"Morbius….move out of the way, my fight is not with you" Blade said in a dangerously low voice.

"If you wish to kill my Queen then your fight is with me Daywalker" Morbius growled back, his red eyes boring into Blade's brown ones.

"Isn't he just a doll" Valencia said joyously "He took a bit of convincing to embrace the Vampire side of himself but Blade…you know how convincing I can be right….the same way my father was so convincing. That is until you killed him"

Blade growled low in his throat, he knew what she meant; she had used her voice to take control of Morbius….just like her father used to do before he was killed.

"Morbius darling….Kill the Daywalker for me please" she said sweetly sitting back down in her throne.

"With pleasure" Michael replied dashing forward.

* * *

**Up above**

'_Can this day get any weirder' _Spider-Man thought executing a backflip to avoid the Vampire that tried to spear him from behind. The wall-crawler landed on the ground and threw out a punch that nailed a vampire in the nose breaking it in the process. He then shot a web and pulled himself feet first into another vampire.

As soon as he had separated from Blade and landed on the roof he was attacked by about a dozen vampires. Seeing as how this was his first time fighting a vampire he was a bit unprepared but it didn't take him long to adjust to them. They were fast and strong but not as strong as Blade. Spider-man grabbed the head of a vampire and brought it down to his knee, kneeing him in the jaw.

'_Spider sense!' _

**SLASH**

"GAH!" shouted Spider-man feeling sharp claws go across his back, he felt part of his costume disappear as well as bleeding flesh. He crouched and jumped landing a few feet away. He looked up to see Mischa staring at him.

"You are not supposed to be here" she said

"Don't I know it but here I am"

"And you will Die" she growled.

Dashing forward with surprising speed she tried to take Spider-Man's head off but he sensed her coming and ducked and rolled. He got up and spun around with a kick but Mischa leaned back out of the way, she leaned forward and delivered a nasty uppercut that launched Spider-man in the air. The wall crawler recovered however and flipped in mid-air and fired three web balls.

Spider-Man landed on the roof only to be tackled to the ground.

'_Oomph…..definitely going to be a long night'_ he thought dodging the slash from the vampire on top of him.

* * *

**Inside the Night Club**

Blade used his sword to block the strikes from Morbius's sharp claws.

"Snap out of it kid"

"The only thing I will snap is your spine" Morbius growled back doubling his efforts. Blade saw multiple openings that he could have taken to end Morbius's life but given what Spider-Man had told him he stayed his sword, but despite Morbius not being a very good fighter he could make up for it with sheer strength. He was unlike any of the other vampires he had fought before. Morbius was by far faster, stronger and more agile; Blade knew that if he didn't do something quick then he could very well die at Morbius's hand. Blade blocked another strike and he came in with a straight punch but to his slight surprise Morbius side stepped the quick punch and responded with an uppercut that lifted Blade off of his feet, Morbius grabbed the airborne vampire hunter by the foot and spun him around and tossed him to the side. Blade tumbled across the floor before spring up and growling.

Valencia shifted in her seat and she began to laugh boisterously.

"HAHAHAHAHA! It is just as I thought. Not only can Morbius stand the sunlight…he is better than you in every way, with a bit more fine tuning he'll be unstoppable" she said snapping her fingers again. From what seemed like nowhere the room filled with even more vampires than last time.

"Come Morbius….this little test is over. Time for us to make our leave, Good-bye Blade…know that next time we meet it shall be on equal ground and in the sun" She stated standing up. Morbius turned his head towards Valencia and began to walk towards her.

"NO!" Blade shouted in anger. He eyed Morbius' retreating form and he gripped his sword tightly, _'I can't let her take him, if what she says is true then I can not let Morbius live…..if they crack the secret of moving in the sunlight then the war will be over and they will win. I'm sorry Spider-Man but your friend has to die'_ thought Blade.

* * *

**Up Above**

'_Can't…..Breathe'_ thought Spider-man feeling the tight grip of Mischa's arm around his throat; she was very different from the other vampires that he was fighting, she happened to be a bit more powerful. Spider-Man dropped to a knee and gritted his teeth trying his best to pry her hands off of his neck. He managed to at least look up to see a few vampires heading his way.

'_That's not good'_ he thought while gathering his strength; with a mighty push he made himself and Mischa stumble backwards, the two kept going until they neared a glass window on top of the warehouse. The two smashed through the glass and fell into the Night Club interior.

* * *

**Inside**

**SMASH! **Blade and everyone else looked up to see a glass window at the top being broken and two bodies come crashing down to the ground. The Vampire Hunter saw that everyone's attention was on Spider-man and he saw Morbius with his back to him.

'_This is my chance'_ he thought holding his sword forward and making a mad dash towards Morbius.

"Uh…..that hurt" Spider-man commented while sitting up and rubbing his neck. The sudden shock was enough to stun Mischa and make her let go of his throat.

'_Spider sense'_

Spider-man's head snapped up to see all of the vampires inside the warehouse.

'_Great….more vampires and…..' _he started to think again but his spider sense kept buzzing, he followed it and through the crowd of vampires he saw Morbius standing a few feet away but that wasn't exactly what his spider sense was pointing to, the danger sense was alerting him to Blade who was only a few steps away from Michael's back. Blade had his sword out and a look of determination which told Spider-Man everything he needed to know about what was going to happen.

"NOOO!" the wall crawler screamed. He quickly got up and jumped into the air thrusting out his left hand firing a web line.

* * *

Blade had his eyes trained on Morbius's back specifically where his heart would be located. The vampire hunter quickly neared his target and thrusted his sword forward.

"NOOOOOO!"

Just as Blade's sword was about to make contact a web-line made contact with Morbius and yanked him out of the way making Blade miss by a mile.

"NO!" he growled but he couldn't dwell on it because Valencia appeared and struck him across the face.

* * *

Spider-man spun in the air and kicked three vampires in the face knocking them away and once they were gone he went to Michael who was ripping the webbing off of himself.

"MICHAEL!" Spider-Man shouted reaching him and laying a hand on his shoulder, "Are you alright I'm here to save you, I've got a cure for your….WHOA!"

Spider-Man had to jump back because once Morbius freed himself from the webbing he took a swing at him.

"What are you doing Michael; I said I've come here to save you"

"I do not need saving Spider-Man. I have embraced my change….I am a VAMPIRE!" he exclaimed before pushing off of the ground; flying forward he grabbed Spider-man by the front of his costume and slammed him into the wall across the room.

* * *

Blade spit out a bit of blood and rolled to the side, in the blink of an eye he whipped up and sliced the head of three vampires off then stabbed another in the heart. Through the throng of vampires trying to kill him he saw Valencia coming right for him, he killed a few more vampires before bringing his sword around trying to cleave her in two but she disappeared then reappeared with her claws extended. She slashed Blade across the chest but thanks to his vest she didn't catch any flesh. Blade pivoted and kicked her in the face and then jumped away still slashing at the vampires around him.

* * *

Spider-man grabbed at Michael's outstretched arms but his strength was ridiculous, he was way stronger than the vampires and he was stronger than Blade.

"MICHAEL LISTEN TO ME THIS IS NOT YOU, SNAP OUT OF IT!" Spider-man screamed staring him in the eyes, "They've done something to you…"

"Valencia has set me free" he hissed back raising his claws.

"THEY'VE TWISTED YOUR MIND!"

"SHUT UP!"

Michael got ready to rip Spider-man to shreds but Spidey shot a patch of webbing in his eyes and kicked him away. He then fired another web and pulled himself forward and slammed his feet into Michael's stomach sending them both skidding to the ground.

"Michael think about Debra….Think about the woman you love, she's worried about you, think about…..spider-AHHH!"

Spidey was tackled by Mischa and the two went tumbling to the ground with her landing on top.

Morbius ripped the webbing from his eyes and quickly sat up; he saw Mischa and Spider-man struggling.

"THINK ABOUT DEBRA!" Spider-Man shouted again.

Michael took in a few deep breaths and his mind began to think about Debra Whitman. The mere thought of her caused him to shake his head for a second, the more he thought about her the more he began to break free from Valencia's hold.

* * *

"You almost killed him, perhaps it is before me to kill you now than later Hunter" Valencia stated.

"You can try but I'll kill you just like I killed your father"

"HWRAHHHH!" Valencia roared out charging at Blade all the while unaware that her hold on Michael was breaking.

Blade brought his sword across the middle but she jumped back. Valencia tried to slash at his face but he blocked it with his arm and responded with an elbow and then a slash from his sword.

"AHHHHH!" Valencia screamed feeling the sting of the silver cut into her flesh.

The Vampires in the room heard her scream and rushed to her position and began to engage Blade even harder.

"AHHH!"

* * *

Morbius heard the scream and turned to Valencia; he shook his head again and set his mind to rescuing her.

"MY QUEEN!" he shouted getting ready to go to her but he felt a web line snag his arm and hold him back. Morbius hissed and turned to see Spider-Man there pulling on the web.

"No Michael she is not your Queen"

"LIAR! YOU ARE TRYING TO TRICK ME!" he roared grabbing the web and pulling him forward.

Morbius threw out a punch but Spider-Man hopped over it landed on his back wrapping an arm around his neck.

"Michael listen to me….she is manipulating you somehow, FIGHT IT! FIGHT IT! DEBRA KEEP THINKING ABOUT DEBRA!"

"RAH!" Morbius roared grabbing him by the shoulder and easily prying him off and throwing him off of his back. Spider-man sprung off of his hands and landed in a crouch.

"THINK MICHAEL! THINK!"

Spider-man got a nudge from his spider sense and he turned his head to see Mischa in the air heading right for him, he managed to move out of the way just as she landed.

Morbius stood there watching the two fight but all the while Spider-man's words roaming through his mind.

* * *

_Debra: Michael_

* * *

Morbius shook his head and then dropped to a knee while closing his eyes.

* * *

_Debra: MICHAEL!_

* * *

"AHH!" he shouted eyes snapping open his memories rushing back to him breaking Valencia's hold upon him. He remembered everything, the bat, the bite, the hospital and finally Valencia. He held up his clawed hands and a look of despair crossed his features.

"Nooo" he whispered in a low voice briefly putting his hands to his face. He removed them and then looked up to see Spider-man still fighting Mischa. Michael stood up and ran over to help him.

* * *

Spider-Man had Mischa wrist in both of his hands holding her at bay.

"GET OFF OF HIM!"

A pair of chalk white clawed hands grabbed the girl and yanked her off of Spider-man and threw her to the ground roughly.

Mischa sat up and hissed at Michael but she was suddenly covered in webbing by Spider-Man.

"Michael….are you alright?"

"That is a silly question to ask Spider-Man…..No I am not alright. I've done terrible things" he replied looking at him.

"You aren't to blame"

"If not me then who Spider-Man I….."

"MORBIUS! COME WE TAKE OUR LEAVE!" came a shout.

The two turned to see Valencia standing several feet away bleeding from a wound inflicted by Blade who was still currently fighting numerous vampires.

"NO! I'M NOT GOING ANYWHERE WITH YOU!" Michael shouted back at her.

"I COMMAND YOU!"

"I'M NO LONGER UNDER YOUR SWAY WITCH!" Michael shouted back.

Valencia bared her teeth and started for the two of them.

* * *

Spider-Man looked down and quickly reached into his utility belt and pulled out a vial of the cure that he and Dr. Crawford had created hours early then he held it up to Michael.

"Here…this is a cure for you condition. Take it and get out of here I'll hold her off" Spider-Man said thrusting the vial into his hands and turning to the approaching Vampire Lord Valencia. Spider-Man jumped towards her and began to engage her.

Michael looked down at the liquid vial in his hands and he let a smile grace his lips.

'_An end to this nightmare'_ he thought but his thoughts were interrupted by the sounds of struggling coming from Spider-Man who had just received a back fist from Valencia. The wall-crawler went to the ground hard and he let out a loud groan as well, Valencia placed a foot on his chest and held him there.

Michael watched her and as he continued to do so he felt his anger began to rise. He remembered her manipulating him; whispering in his ear. He could remember not wanting to feed on those humans but the moment she started to talk he could feel himself being taken over by some type of force that he was helpless to stop; but now he wasn't helpless, he was angry and he knew who he could unleash that anger upon. Michael quickly pocketed the cure and pushed off of the ground.

* * *

"YOU INSIGNIFICANT HUMAN PEST!" Valencia spat "Did you really think you could defeat me, I am above you mortal I am…..mmph" she started but stopped when a layer of webbing hit her mouth.

"Lady, save the speech for the plot of the new Twilight Movie"

Valencia ripped the webbing off of her mouth and bared her teeth.

"You….."

Before Valencia could finish her sentence she was hit from the side and carried across the room by Morbius.

* * *

**BAM! **Went the sound of her hitting the wall.

"MORBIUS WHAT ARE YOU DOING!"

Michael responded by punching her in the jaw as hard as he could, Valencia's head snapped to the side and not only that copious amounts of blood sprang from her lips. Michael hit her again and again each time spilling more blood but on the last strike he held his right fist up and used his left hand to make her look at him.

"You manipulated me into killing those people. You twisted my mind"

"I only set the Vampire inside of you free Morbius" she replied with a smile on her lips.

"I AM NO VAMPIRE!"

"Listen to me Morbius….you are a Vampire"

Michael shook his head again because he could feel a familiar feeling creeping around his head again.

* * *

"YAH!" shouted Blade killing yet another Vampire. He had managed to kill a great number of them but no matter how many he slaughtered more would take their place. The Vampire underlings were determined to keep him away from Valencia and their overwhelming tactics were starting to work.

Blade kicked the vampire in front of him and then whipped around and slashed another one across the chest. When that vampire turned to ash and bones he was able to get a clear view of Morbius punching away at Valencia and blood flying out of her mouth. Blade raised his eyebrows slightly because he was shocked that Michael was able to break free of her hold, but his brows quickly furrowed into a frown because he could make out the smile on Valencia's face. He saw her starting to talk and then Michael shake his head.

"NOOOO!" He shouted out "DON'T LET HER TALK THAT'S HOW SHE GETS IN YOUR MIND!" he shouted before the hole quickly disappeared and was replaced by Vampires.

* * *

Spider-Man heard Blade's shout and looked at Valencia and Michael; he held up his hand and took aim.

'_Alright spider-powers don't fail me now'_ he thought but right as his hand came down on the trigger his spider sense went into overdrive. Mischa hopped on him and sunk her teeth into his neck.

"AHHHHHHH!" he shouted feeling her sharp teeth pierce his flesh. The added weight plus the pain threw off his trajectory and caused his web patch to miss Valencia's mouth and hit her on the side of the head.

Spider-Man gritted his teeth against the pain; he could feel his blood being drained but as suddenly as the pain came it disappeared along with Mischa's added weight on his back. The wall-crawler fell to the ground and rolled away while touching the wounds on his neck.

"GAHH! GAH!" Mischa gasped grabbing her throat in pain, smoke was rising out of her mouth slightly, "….Your…..b-blood….t-tainted" she managed to get out before falling to a knee. More and more smoke began to pour out of her mouth until she suddenly caught on fire, "AHHHHH!' she screamed at the top of her lungs while rolling on the ground. The fire quickly consumed her until all that was left of her was ash on the ground.

Spider-man stared at the ashes on the ground in disbelief.

"What the hell" he said before removing his hand from his neck and looking at the blood in his palm, "Finally, something good came from my blood"

* * *

Morbius's mind was swimming again as Valencia began to take control but out of nowhere a thick patch of webbing hit her on the side of her face making her break her concentration. Once the concentration was broken Michael was able think clearly again and punched her in the face.

"No, you will not take control of me again"

Valencia growled and tried to fight him off but Michael's grip was strong, stronger than her own.

"I didn't do anything you didn't want to do yourself Morbius" Valencia said attempting to activate her powers again, "All I did was lower a few inhibitions and viola your true self came out…you freed the monster all on your own" she lied.

Michael stopped his assault for a second.

"That's not true"

"Yes it is…it's the truest thing you'll ever hear. I've looked inside your mind and you're hiding a beautiful creature at bay…I think it's time you freed it again"

Michael could feel her trying to take over his mind again but this time he was prepared…or more accurately he was more focused. He was focused on the anger he felt for the Vampire in front of him. Michael lowered his head and allowed his grip upon Valencia to loosen.

"That's it Morbius…..let me help you free the beast. Kill Blade and Kill the other intruder….Spider-Man"

Michael lifted his head and stared into her eyes.

"No…..I refuse"

"YOU CAN"T!"

"I can and if you want the monster free so much how about I free it upon YOU!" Morbius shouted. He opened his mouth wide and sunk his fangs into her neck.

"ARGHHHHHHHHHHHHHHH!" Valencia hollered in agony.

Morbius bit her so hard that his fangs clicked together, he yanked his head back and in the process ripped a chunk of flesh from her neck allowing her pure vampire blood to spill out all over the floor.

* * *

Blade as well as the vampires he was fighting turned to the scream and they saw Valencia clutching her neck while blood was spewing from her neck. Blade continued to watch as she began to transform into her true vampire form.

* * *

"Dear God" Spider-man whispered staring at the scene as well, "This day has officially gotten a little bit weirder"

* * *

Morbius took a step backwards as the dying Vampire Lord started to revert back to her original form. Her skin started to change from a fair pale color to a dark and dingy dirty brown color; her nose began to pull inward like a snout and her mouth elongated a protruded several inches forward. Her eyes turned pupiless and red then her body doubled in size, her hands went from five fingers to three and the same thing happened to her feet. The final part to her transformation happened when giant bat like wings burst from her back.

The newly transformed Valencia took a step forward at Morbius in a threatening manor before she fell to a knee. Her neck was still spouting out blood and she was shocked that the wound hadn't healed yet, she could feel the life draining from her and for the first time in a long time she was scared.

"You…can't…..defeat….Me" Her deep demonic voice gurgled out.

"HE CAN'T BUT I CAN!"

Valencia turned her head to see Blade in the air with his sword raised high, her eyes widen in terror as the vampire hunter came closer and closer.

"NO!"

"SAY HELLO TO YOUR FATHER FOR ME RAHHHHHH!"

**SCHULK!** Went the sound of Blade's sword slicing Valencia's head off. Her severed head bounced across the floor and landed in front of Morbius. He stared down at the severed head and a sense of satisfaction passed over him. The head didn't stay there for long because it started to turn to ash and bones.

* * *

Spider-man still holding his neck continued to look on as the rest of Valencia's body turned to ash and bones on the ground. He took a step and his spider sense started buzzing, he followed the sense and it alerted him to the remaining vampires making their getaway. Once their master was killed there was no point for them to stick around so they quickly and quietly made their exit, but Spider-Man ignored them. They weren't his primary concern; his only concern was Michael Morbius. Slowly Spider-man walked over to him and to Blade.

* * *

"This was an ordeal I'd rather not repeat" Spider-Man stated while coming to a stop next to Blade and Michael, "Hey Blade…I got bit….am I going to turn into a Vampire?"

Blade turned to him and quickly inspected his neck; he took a sniff and then recoiled in disgust.

"No, you weren't infected…there's something wrong with your blood….it's tainted…poisonous" Blade responded.

"Thank God, I think…this night has been one for the books"

"Yes, it has" Michael replied holding his head up but as he held his head up he suddenly felt cold hard steel pressed against his throat, he turned his eyes to the right to see Blade staring at him with a hard stare.

"WHOA BLADE! WHAT THE HELL ARE YOU DOING!?"

"It's okay Spider-Man…..this needs to be done, I…..have killed innocent people"

"NO! IT WASN'T YOUR FAULT! BLADE PUT THE SWORD DOWN OR I SWEAR TO GOD I'LL…."

"QUIET WALL CRAWLER! You aren't going to do anything….I have to kill him. I can not allow any vampire to gain the secrets of walking in sunlight because if they do then they'll be unstoppable, the war will be over and they will win"

"That won't happen we have a cure….Michael the cure take the cure"

Michael reached into his pocket and retrieved the cure that Spider-man had given him. He then popped the top and drank the sour tasting liquid.

"ARGHHHHHH!" Michael shouted grabbing his stomach in pain and dropping the vial. Blade removed his weapon and looked at him curiously.

"What's happening to him?"

"I don't know" Spider-man replied, "We have to get him back to ESU NOW! HELP ME WITH HIM!" Spider-Man shouted while hooking one of Morbius's arms around his neck. Blade let out a growl before returning his sword to its sheath and then hooking Morbius's other arm around his own neck.

The three then proceeded to make their way out of the Night club and back to Blade's car.

* * *

**Blade's Car**

Blade helped the groaning Michael into the backseat of his car and then closed the door. Spider-Man went to the driver's side as was about to get in but he didn't because he saw Blade head for his trunk.

"COME ON!"

"WAIT!" Blade shouted back popping the trunk. He reached inside and removed a bazooka.

"A BOOZAKA!"

"A parting gift to any Vampire that comes snooping around" He replied taking aim at the night club. Blade pulled the trigger and released a rocket.

**KABOOOOOM!** Came the sound of the rocket hitting the Night-Club and sending it up in flames. Blade let a smile grace his lips and returned the bazooka to his trunk. Spider-Man could only shake his head. The master hunter closed his trunk and got into the drivers side and started up the car then took off into the night.

* * *

**ESU- 20 Minutes Later**

"What's wrong with him Dr. Crawford?" Spider-Man asked trying his best to restrain the slightly thrashing Michael Morbius.

Once Blade had reached ESU they hurriedly rushed him to the science wing and thankfully Dr. Crawford was still there working on a cure. Spider-Man told her what happened when he took the cure so she took a blood sample trying to determine just what was wrong with him.

"Hurry up lady" came Blade's voice as he too helped restrain Michael.

Dr. Crawford backed away from the microscope and she grabbed a syringe that was filled with red liquid. She quickly went over to Michael and plunged the needle into his arm and released the liquid into his blood stream. A few seconds passed before the liquid in his blood stream took effect but once it did Michael began to calm down with a few easy and long deep breaths, another few tense seconds passed before he was able to slowly open his eyes.

"W-What…..H-Happened?" he asked weakly.

Dr. Crawford gave him a solemn look before folding her arms and beginning to speak.

"The cure we created was killing you Michael" she said wistfully.

"What!?" he and Spider-Man replied at the same time.

"You're DNA pattern has changed…..or evolved and the cure that was introduced conflicted with that change. It began to destroy your cells so I reintroduced the original venom back into your blood stream as a way to counteract the degeneration of your cells. Thank God it worked."

"Wait, you said that his DNA Pattern changed" Spider-Man repeated.

"Yes it did. It has mutated into something else"

"How is that possible?" he asked.

Dr. Crawford let out a tired sigh and shrugged her shoulders.

"I don't know Spider-Man….I really don't, scientifically speaking this is new territory for me."

Michael pushed himself up into a sitting position and he looked at his mentor/professor with a solemn look.

"Tell me Dr. Crawford, am I stuck like this?" he asked.

Dr. Crawford rubbed the back of her neck and glanced at Spider-Man first before turning her sights back to Michael.

"For the time being…..yes you're are stuck in your current state"

Michael's solemn look only intensified, he stood up from the floor and he put a hand to his eyes, releasing a sob before suddenly taking off.

"MICHAEL!" Shouted Spider-Man getting ready to give chase before Blade stopped him by grabbing his arm, "What are you doing?"

"Let him go" The vampire hunter replied.

"No, I can't, I have to help him….he"

"Let him go….he needs to be alone"

"He might hurt someone….or himself"

"He won't"

"How do you know?" Spider-Man asked gritting his teeth in anger.

"Now that he's aware of what he is he won't hurt anyone, and trust me when I say this…..it's not easy finding out you'll be forever stuck as a monster that you never wanted to be, right now…he's needs space and some time to think things through." Blade responded. Spider-Man read between the lines and knew that Blade was talking about himself; so with great reluctance the wall-crawler released a sigh and stayed in his place.

'_Michael…I'm sorry'_ he thought to himself letting his eyes drift towards the door.

* * *

**Later in the Night**

He didn't know how long he spent flying through the air nor did he care; he just needed to…get away…get far away. Michael's mood hadn't changed at all since Dr. Crawford laid the news upon him. He would be forever stuck as a vampiric monster…or creature complete with vampiric tendencies. He would have to look forward to a life of hurting people to get their blood and only going out a night and avoiding sunlight; despite the fact that he could possibly walk in sunlight.

Michael gritted his teeth as all of these thoughts ran through his mind over and over again; he let out another sob and came to a stop in mid-air. He looked around to see where he was at and he saw that he wasn't that far from the hospital that Debra was currently within.

'_Debra'_ Michael thought in his mind. He took in a few deep breaths and glided in the direction of the hospital.

Michael used his claws to cut through the plastic bag and police tape that covered the window he had broken earlier. Once it was open he stepped through and into the room; he looked forward and his eyes landed on the sleeping form of his girlfriend Debra Whitman. He carefully crept towards her and then placed a hand on her forehead.

Michael wanted to wake her but he remembered the look on her face the last time she saw him and he didn't know if he could take her looking at him in such a way again. Michael closed his eyes and breathed in her scent one last time.

'_I'm sorry my flower…..I must leave. I can not stay here like this…..an inhuman beast that could harm you at any minute'_ he thought to himself while opening his eyes. He leaned down and placed a soft kiss on her lips before straightening up. Michael turned and headed back for the window but not before casting a glance at her again; he then pushed off the ground and took to the air again.

Debra shifted in her bed and allowed a name to fall from her lips.

"Michael" she whispered.

* * *

**Even Later that Night**

"DAMMIT! WHERE IS HE!?" Spider-Man shouted landed on the side of building. It had been hours and there still wasn't any sign of Michael Morbius anywhere. Spider-man looked at the clock on the building adjacent to him and he heaved a sigh.

"2:20 am….damn, no use in keeping up the search Parker, Michael's trail has gone cold again and you're in no condition to keep going…you're tired, beaten, and running low on web fluid. Damn it….I'll have to pick this up bright and early tomorrow"

Spider-man hung his head low before jumping off the building and swinging in the direction that would take him home.

* * *

**New Jersey- Outskirts**

Michael Morbius came crashing to the ground in a heap. He was completely exhausted and he was starving. After his visit with Debra he had made up his mind that he needed to get out of the city…..needed to get as far away from people as humanly possible before he hurt someone else. He rolled over in the dirt and grabbed his stomach in pain.

'_I'm so hungry'_ he thought to himself _'But…despite the hunger I will not feed upon anyone…I'd rather die' _he continued scrunching his eyes in pain.

**VROOOOM! SCREEEEEEEEEEECH!**  
Michael opened his eyes and looked into the bright headlights of the car before him. The door opened and out stepped Blade, he caught Michael's eyes for a moment before walking over to him.

"Have…..Have you come to kill me?"

Blade responded by reaching into his pocket and pulling out a medical blood packet and tossing it on the ground next to Michael.

"Eat" he commanded.

Michael eyed the medical packet and it only took a moment of deliberation before he grabbed it and ripped it open and drank the blood. Blade watched him desperately feeding off of the blood for a second and then helped him to his feet.

"I didn't come to kill you….I came to recruit you" Blade said helping him over to the passenger side of his car.

"Recruit me?" Michael repeated "Recruit me for what?"

"For the War; the war against Vampires" Blade answered. Michael wrestled himself out of Blade's grip and took a few steps away from him.

"No, I'm not going to be a pawn in some war"

"You wouldn't be a pawn…you'd be more of a Queen" Blade stated dryly.

"Is that a joke was that supposed to be a joke" Michael snapped angrily.

"Look Morbius your old life is over, you heard what the Crawford lady said…you're stuck this way so you need to embrace your new life….as a Vampire Hunter. It's either that or I kill you"

"So my choices are become a Vampire Hunter or you'll kill me…well then you can go ahead and kill me" Michael replied tossing the blood in his hands to the ground.

Blade released a frustrated sigh and stared at the young man before him.

"I don't want to kill you Morbius…you're too valuable in this War. You're strength and speed rival my own. You were able to go toe to toe with Valencia. That's no easy feet considering she was a pure blood, but she is only one of many pure bloods."

"I don't want any part of this…I want my life back. Before I became a monster….a murderer who kills people for their blood."

"YOUR OLD LIFE IS GONE!" Blade shouted "But you've been given a new one embrace it"

Michael looked away from Blade and that sad looked formed on his face again. Blade heaved a frustrated sigh before taking off his shades and getting Michael's attention again.

"Morbius….look at me"

Michael turned his eyes back to Blade and met his eyes.

"I've been were you are, when I first found out what I was…..I couldn't believe it, I didn't want to but I had to accept the hand that was played out to me. Before I found my purpose as a Vampire hunter…..I used to hurt people as well. I have all of the powers of vampire and only one of their weaknesses…..the thirst for blood. In my younger days I was weak and I was taken advantage of just as you were but a man by the name of Whistler freed me and he told me that if I wanted to make amends for the people that I'd hurt in the name of Vampires, then it would be only fair for me to hurt Vampires in the name of those people; so I'm telling you the same thing. You've hurt people in the name of Vampires and if you want to make amends…it would only be fair to hurt Vampires in their name"

"You talk of Vengeance" said Michael.

"I'm talking about Atonement Morbius…making things even. They made you hurt people so now you need to hurt them"

Michael contemplated Blade's words and in a strange way they made sense. He could still see the faces of the people that Valencia had manipulated him into killing and he could see the faces of the people he attacked on the street…Debra's face standing out the most among them. He owed the people that he hurt and Blade was right he had to atone.

"Is that why you do what you do Blade…..are you atoning for the people that you hurt"

"Yes, it's one of the reasons" he replied

"How long have you been…?" Michael started before being interrupted.

"Long enough, but I'm still not done yet. How many people have you hurt Michael?" Blade asked.

"Enough" Michael replied back

"How Many?"

"I've killed about 10 people under Valencia's control and I've injured about 13 from drinking their blood"

"Then you owe those people 23 Vampire Lords…..and there's one I've been tracking in Chicago. I could use your help" he said putting his shades back on.

Blade opened the passenger car door and then walked around to the driver's side. He got into his car and he revved the engine. Michael stood there for a long second…debating on what to do. Just a few moments ago he was lost...uncertain about what the future held for him and now he suddenly had a purpose; perhaps not the purpose he would want but it was something that could possibly ease the heavy guilt upon his heart, he turned around for a second and for one final time he laid eyes on the city of New York.

'_My old life is gone…..'_ he started to think before turning to the open passenger door and hearing Blade rev up the engine again, _'And I must embrace my new one…..as a Vampire Hunter'_ he finished in his mind. Slowly Michael walked to the passenger side and he got into the vehicle closing the door behind himself. Blade slammed his foot on the gas pedal and his car tore down the dirt road and off into the night.

* * *

**End Chapter: Read and Review: WHEW! Finally, this chapter is finished. I had to tweak this chapter a bit, I was trying to get the right voice for Blade and I had to re-watch the first Blade movie over again and then try to imagine how he and Spider-Man would get along, I hope I succeed in nailing his voice and their interaction. I hope everyone enjoyed the chapter, the action, the intrigue and the ending. If everyone enjoyed Morbius then you'll be pleased to know that yes….he will return as will Blade but probably not until Volume 3 though. If anyone has any questions, comments, rants or raves feel free to leave it in the review or send me a pm and I'll get back to you ASAP. Again I hope you all enjoyed the chapter enjoy to return for the next exciting chapter in this epic tale of mine, this is Nomad88 saying later…**

**Ps: Hey I forgot to ask you readers a question in the last chapter. Who is your favorite Spider-Man voice actor, I'm kinda curious, I recently replayed Spider-Man Shattered Dimensions and it got me to thinking about it, and also since I'm currently re-doing all my chapters because of the flash drive incident (However an author by the name of Phygmalion has alerted me to the copy/paste function on …Thanks again for that) I got to thinking about which voice could be put to my spider-man. I've kinda decided at least in my mind that you could put several voices to my version. Like for Volume 1….I would think Josh Keaton from Spectacular Spider-Man could be a good fit and for Volume 2….it would still be Josh up to a point but towards the College era and Vol 3 it could be either Neil Patrick Harris or Christopher Daniel Barnes, but for Vol 4 and onward it would just be CDB. Personally though my favorite actor for the character would be….CDB from the 90s Spider-Man series. **

**PPS: Seeing as How I was talking about voice actors. For Batman Beyond…come on….the only voice actor on earth who can do Batman just right…Kevin Conroy. And for Secret Warrior: Spider-Man….I can only hear the voice of Neil Patrick Harris…who is…..Legend….wait for it…..Dary**

**Next up: Punish the Wicked: Gang War Prelude**


	66. Punish the Wicked: Gang War Prelude

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the amazing Spider-Man mythos. It is my greatest hope that all of you are enjoying this story as much as I'm enjoying writing it. For anyone wondering this chapter is sorta like a book opening prelude chapter which is gonna kick off another arc of mine entitled Gang War and be warned it's a bit dark and I don't want to say much more than that so all that's left for me to say is Read, REVIEW (A writer's main source of Motivation) and Enjoy!**

* * *

**Chapter 58: Punish the Wicked: Gang War Prelude**

**Sunday Night 7:15 pm- Stacy Apartment**

"GWEN! COME AND EAT, DINNER IS READY!" shouted George Stacy from the small kitchen area of the modest apartment he shared with his 16yr old daughter Gwen Stacy who was set to turn 17 in the next few days. George looked to the right when he heard feet coming from down the hall. Gwen entered the area but she was dressed up like she was going out instead coming to eat.

"God dad…what did you make, it stinks"

"My famous lamb stew with my Swedish meatballs as a side dish" he replied while taking off his apron and putting it on the counter

Gwen was dressed in a nice light blue short-sleeved shirt, blue skinny jeans with a gold belt going across her waist and black shoes and her hair was tied in a pony tail. George looked at her for a long second before a smile crossed his lips.

Gwen scrunched up her eyes in confusion for a second at the sudden smile on his face.

"What?" she asked

"God you look just like your mother did the first time I laid eyes on her. Did I ever tell you the story of how we met" he answered.

Gwen let a smile grace her lips as well.

"Yeah you told me many times and I heard it from Mom too many times. She was on her way to Psychology 101 and she figured she would get ahead of the class and start reading chapter one in the textbook"

"Only she hadn't exactly mastered the art of reading and walking at the same time." George said "Who does that by the way"

"I do it sometimes but I know not to read and cross the street at the same time like she did" Gwen replied walking towards the counter and putting her elbows on the edge.

"It was like divine intervention. I just so happened to be coming out of the gym across the street when I saw it all happen in slow motion. The car speeding down the street while your mother was blissfully unaware that she was about to be ran over"

"And that's when super cop George Stacy sprung into action" Gwen said while laughing. George gave a laugh too as the memory played over in his mind. He had managed to reach her in the nick of time and save her life; that was the day he had met his soul mate. The hardened George Stacy looked at his daughter and a sense of pride washed over him, she was something special…every father's dream. She was smart, funny, easy going and full of life. She was definitely something special and one day she was going to make some guy the luckiest guy on earth.

'_Hopefully that day will come when she's around 50 and I'm too old to care or in the ground'_ George thought to himself, "So, where are you going on Father/Daughter dinner night?" he asked.

"I told you earlier in the week dad that I was going out with Johnny tonight"

"That's right you did, I completely forgot. I still can't believe it though; you and Johnny Storm of the Fantastic Four are dating"

"You can't believe it, I still have some trouble believing it myself" She replied.

"Is he a nice guy?"

"One of the sweetest guys I've ever met…although he can be a bit immature at times."

"What guy isn't immature from time to time…so um….you two have been dating for about a year now, have you and he…..you know?" George asked carefully. It took Gwen a second to realize what he was talking about and her face scrunched up a bit.

"Oh, Dad no…no, we haven't done anything like that…and if we did I probably wouldn't tell you" she replied leaning up from the counter.

"I had to ask I'm just a concerned parent and if the two of you do you know…just use…."

"Okay, change subject please…I've already received the after school special at school Dad"

Suddenly a bright fire orange trail of light illuminated their apartment. They looked through the window to see a trail of fire outside of their apartment curve downwards towards the front of their building.

"That's Johnny, I'm meeting him downstairs…bye Daddy" she said walking over to him and giving him a quick kiss on the cheek and then heading for the door.

"Gwen be back by….."

"11:35pm yeah I know Dad" she threw over her shoulder.

* * *

Gwen went to the front door and opened it but she jumped a bit in slight shock because standing there at the door with her fist raised in a knocking motion was Lieutenant Terri Lee.

"Lieutenant Lee?"

"Hey Gwen, is your Dad home"

George stepped into view and waved at his ex-partner.

"Terri what are you doing here?" he asked.

"I gotta go Dad, it was nice seeing you Terri" Gwen said quickly before passing her and hurrying down the hall to the elevator.

Terri watched her go before stepping into the apartment and closing the door behind herself.

* * *

**Inside**

"I came to talk" she stated a bit seriously. George looked at her and the serious expression on her face then allowed his eyes to travel to the manila folder in her hands.

"Okay let's talk" he replied pointing towards the beige colored couch.

Terri walked towards the couch and she sat down placing the folder on the coffee table in front of her. George walked over and sat down next to his old partner.

"So what did you want to talk about Terri?" he asked

"Honesty" she replied without hesitation.

"Honesty…..O…kay, let's talk about honesty. Are you and Tim having another spat again?" George asked

"No I'm not talking about Tim, and we broke up by the way. I'm talk about honesty between partners or ex-partners. In the span of time that we were partners we've both shared things with each other that we wouldn't share with anyone else right"

"Right"

"If someone were to ask me who's my best friend, I'd probably tell them it was you"

"That's sad" George replied in joking tone.

"Don't I know it, but it's true though, you're pretty much the only friend I got left." She said scooting a bit further to the edge of the couch she was sitting on. George was taken aback for a moment. He and Terri have always be close, she was a good honest cop and a genuinely good person so it was easy for them to get along and he'd had always considered her to be one of his closest confidents but to hear that he was her best friend was something that he was unprepared for.

"Terri I…I'm touched you would consider me your best friend"

"You should be touched…..and I hope my little confession here was enough to get you to be honest with me"

"Terri what are you talking about I've always been honest with you about everything"

"Really…then how come you've never mentioned your connection to Don Fortunato….."

A stoic look formed on George's face at the mention of that man's name.

"I don't have a connection to him Terri" he replied with a straight face.

"What happened to being honest…that poker face of yours is a dead give away. You're lying"

George reached up to his eyes and rubbed them; he suddenly stood up and turned his back to her.

"Leave it alone Terri" he stated.

"No I won't leave it alone. George you've been very withdrawn lately and not only that you're running the whole department ragged, some of us are pulling double shifts"

"All of you are getting paid overtime" he said.

"It's not about the money, despite us pulling double duty this Gang War is getting out of hand and we have to stop it now but we can't because we really don't know who the players are, actually no, I take that back I know who the players are…the Kingpin of Crime: Vanessa Fisk and Don Fortunato. Now I could write a 100 page essay on the Kingpin, but I don't know squat about this Don Fortunato…however you do"

"…."

George didn't say anything to her he just continued to stand still in his spot with his right hand rubbing the back of his neck. Terri could tell that whatever he knew about Don Fortunato was very personal…and very painful. On the inside Terri was kicking herself a bit for making her ex-partner relive whatever painful memory that Don Fortunato brought about but she had promised Spider-man she would look into the connection between the two, and not only that but if they wanted the Gang War to end they had to know everything about the main players and right now George was holding back a key piece to the puzzle.

'_He just needs another push and he'll spill his guts'_ she thought to herself turning her eyes to the manila folder on the coffee table. She opened the folder and pulled out the five pictures on top.

"George"

"Terri please just….."

"Who is the Punisher?" she interrupted. George whipped around and looked at her.

"Why do you want to know?" he asked seriously.

Terri placed the five pictures onto the coffee table. Each picture depicted several bullet ridden dead bodies of what looked like gangsters and in each picture on the ground next to the bodies was a spray painted white skull….a calling card of **the Punisher**.

"Five nights ago there were several murders in Lenox. I went to investigate and at each of these murders was this spray painted white skull. I cross-referenced the image trying to see if a new gang was springing up but what I got instead was several articles on a vigilante out in L.A. who called himself the Punisher. When I typed in the Punisher even more articles came up about him and his war against Don Fortunato and organized crime in general but in several of these articles your name was mentioned."

George heaved a sigh and grabbed one of the pictures off the table and he stared at it with sad eyes.

"So along with this Gang War we have some crazy bullet happy Vigilante"

"Don't call him crazy"

"Why not?" she asked.

"Because you don't know him….he's not crazy"

"Well then why don't you paint a clearer picture for me so I won't think he's crazy"

George pursed his lips together and whipped around and walked towards his kitchen. He opened a cabinet and retrieved a glass and a bottle of brown liquid.

"Bourbon?" Terri questioned with a raised eyebrow "This must be some story"

George ignored her for the moment and he poured himself some bourbon and then down the glass in a single gulp savoring the burning sensation of the liquor. He set the glass down and looked at Terri who was still staring at him.

"Before his name was the Punisher…his name was Frank Castle and he was my partner before you"

* * *

**Flashback- Over 15 years ago- Los Angeles**

A younger looking George Stacy adjusted the expensive tie on his expensive shirt; he was making sure that the wire hidden behind the tie was completely and utterly concealed. A hand touched him on the shoulder and he jumped a bit before turning around to face his partner Frank Castle.

"Jesus Frank don't do that" he snapped a bit.

"Relax George relax this is what we've been waiting on, all these months of hard work and it's finally here. We're actually going to have a sit down with the Don"

"That's why I'm nervous; this man is not someone we want to mess with"

"Whoever he is he's scum that needs to be wiped off of the streets. He and his whole entourage are doing nothing perpetuating the cycle of crime in this city and it's up to us to take him down. If we can take out the Don it'll send a message to everyone to all of the other organized crime rackets" Frank replied adjusting his own tie with the microphone inside.

"And what message is that?"

"That if you break the law…you will be punished"

* * *

**Present- Stacy Apartment**

George took another gulp from his glass bourbon while walking back over to the couch and sitting down.

"I didn't know you worked as an undercover" said Terri looking at him.

"Yeah for about a year and some change. I was fresh off of working patrol when I got recruited by Frank to be apart of a special undercover task force; I helped him break up a few drug rings before we got a lead on the biggest fish in the ocean"

"Don Fortunato"

"Yeah, but at the time he wasn't Don Fortunato….he was just known as the Don, a shadowy figure that was up and coming, making big waves in the L.A. crime racket, he had all of the other families by the balls with fear. Our task force managed to set up a drug buy of about 60 million dollars worth of Cocaine but we kept telling the contacts that we weren't going to deal with anyone other than the Don. It took some time but we finally wore them down and Don Fortunato agreed to meet with us….it was a simple plan"

"But it got blown to hell" Terri threw out and all George did was nod his head, "How?" she asked.

* * *

**Flashback**

Frank Castle and George Stacy stood in front of several armed men who had about 5 briefcases in front of them, the armed men in front of them stared at the two undercover cops with unflinching eyes. They were in a warehouse full of metal crates that had the words fragile stamped all over them. George looked around for a second before his attention was draw back to the men in front of him.

Frank had a scowl on his face, he as tired of waiting. They had arrived on the agreed upon time but Don Fortunato was 10 minutes late. The undercover cop folded his arms across his broad chest and heaved a frustrated sigh.

"Where's the Don?" he asked frustration evident in his voice.

**RUMBLE! RUMBLE!**

Everyone in the warehouse turned to the metal gate on the far left side of the room; the gate opened and in drove a long black limo. The limo came to a stop and the doors opened; from the limo out stepped several more men who were well armed just like the men in front of Frank and George. The back door of the limo opened and instead of a man getting out…a woman stepped out instead.

She stood at an average height of about 5'6, with long brunette hair, fair skin, and blue-green eyes. She was of Italian descent and she was most definitely beautiful even at her age of 45; the mystery woman was wearing a tight green dress, with a green purse and green shoes.

She had a neutral look upon her face as she passed the armed men and strolled towards the curious Frank Castle and George Stacy.

"Gentlemen" she said.

"Where's….."

The woman held up her hand to silence him.

"You will not deal with our leader you will deal with me"

"And just who are you?" asked George

"I am Abrielle that's all you need to know" she replied.

"No, No. I'm not dealing with anyone other than the Don" Frank stated seriously.

"Don….who is this Don you speak of?" she asked with a smile

"Don't play coy" Frank replied angrily "Look we only deal with the person in charge not the second in command"

"Gentlemen does it really matter who you deal with, we have the money you have the product now let us move forward with the deal"

"It's a respect thing sweetheart…something you wouldn't…" Frank started before a ringing phone interrupted him.

**Ring! RING! RING!** Went the sound of a phone. The woman named Abrielle opened her purse and pulled out a big brick of a cell phone, she turned away from them and answered the call.

* * *

"What is it I'm in the middle of the buy" Abrielle said quickly.

"Abrielle get out of there now….they're cops" came the voice of her husband and leader; Don Vincente Fortunato.

"What!" she exclaimed "No they can't be cops we checked them out" she whispered in a hushed tone.

"They're with a special task force…but my snitch on the inside just got in contact with me"

"Just now, where the hell was he?"

"Apparently while all of this was going down he was on vacation" Don Fortunato replied anger evident in his voice, "Tell the boys to take care of them but I want you out of there….I knew I should've went"

"No you're too important to the organization"

"And you're too important to me"

"I'll be fine, don't worry" she replied before hanging up.

* * *

Abrielle turned around to face Frank and George who both wore a look of curiosity on their faces. She smiled at them before glancing at one of her many henchmen who knew what the glance meant. He whipped out his weapon and aimed at the two undercover cops and the other henchmen followed suit as well.

"Whoa what the hell is this?" asked George "Is this how you do business?"

"This is how we do business with undercover cops" Abrielle snapped back, "Kill them"

"ALL UNITS MOVE IN! MOVE IN NOW!" shouted Frank grabbing George by the shoulder. The two undercover cops managed to jump behind a metal crate just as the bullets started flying.

Abrielle turned and headed back to the back of the limo but cop cars pulled up behind the limo making her stop in her tracks. She quickly hiked up her dress a bit and removed a hidden weapon and began to open fire upon the cops who fired back at her making her take cover.

* * *

**Present Day- Stacy Apartment**

"All hell broke loose" George said while thinking about the vivid memory.

"So Don Fortunato sent his girlfriend to the meet instead of coming himself…the coward"

"Smart Coward; he knew to never meet any of his customers in person but the thing is, he didn't really trust any of his people except Abrielle…..and she wasn't his girlfriend…she was his wife"

"Wife" Terri repeated with raised eyebrows "I don't think I like where this is going…..A mobsters wife in a warehouse surrounded by cops with bullets flying"

George smirked and took a sip of his bourbon.

* * *

**Past-**

**POW! POW! PING! PING! **

"ARE YOU HIT!" shouted Frank raising his hand over the crate he was hiding behind and firing his weapon. George grabbed his leg and inspected the bleeding bullet wound, the bullet has pierced his thigh but thankfully it didn't hit an artery, it went in and out. He quickly took off his jacket and wrapped it around the wound as tightly as he could hoping it would be enough to stop the bleeding for now. He then removed his gun from his holster and started to return fire.

"Yeah I'm hit but I'll be alright" he shouted back, "HOW THE HELL DID THIS HAPPPEN!?"

"We've obviously got a mole….she got a call and then all of a sudden she knew we were cops" Frank replied back unclipping the empty round from his gun and replacing it with a new one, "We have to get that woman, she is our only lead to the Don, this could be our only chance now"

"Where is she?" George asked emptying his own clip and replacing it with a new one.

"By the limo…trying to find a way out of here" Frank replied.

The two glanced at each other and a plan formed instantly. George gritted his teeth as he forced himself to stand up, he opened fire in every direction making the thugs hide behind the crates; while he did that Frank hopped over their metal crate and began to make a dash to another crate all the while keeping an eye on Abrielle.

* * *

Abrielle moved one of her dead henchman out of the way and quickly opened the passengers side door to the limo; she got inside and scrambled towards the drivers side of the car. She smiled a bit when she saw that the keys were in the ignition.

'_Time to get out of here'_ she thought while starting up the limo and throwing it in drive. Abrielle slammed her foot on the gas making the limo zoom forward.

* * *

Frank shot two thugs in the chest right before he heard an engine start; turning to the left and seeing the limo start to drive forward.

"No" he whispered seeing his only chance at the Don getting away, he had a split second to debate on what he was going to do and in that second he made up his mind. Frank backed up a bit and then ran forward. He jumped on the metal crate he was hiding behind and the sprung off of it and landed on the roof of the limo right as it passed his position. The limo swerved through the warehouse hitting crates and henchman alike until it reached the back of the warehouse. The vehicle picked up speed and then smashed through the wooden wall and into the busy L.A. night traffic.

* * *

**Outside**

Abrielle weaved through the traffic with ease and precision almost as if driving at high speeds was normal for her.

**BUMP!** Went a loud sound from the roof, **TAP! TAP! TAP! **

She looked to the left to see Frank's face in her window with his gun in hand.

"PULL OVER NOW!" he demanded.

Abrielle responded by twisting the wheel making the car swerve to the right and around a corner.

* * *

Frank gritted his teeth as he felt the limo shift, he had to let go of his gun so he could dig his fingers tightly to the edge of the car to keep himself from falling off.

'_Damn it'_ he thought angrily. Suddenly the car shifted to the left and Frank was tossed in the other direction but just like before he managed to steady himself again.

* * *

"Damn cop" Abrielle growled slightly amazed that Frank was still on the roof, "He just won't quit…..unless of course…." She started before speeding up a bit.

* * *

Frank felt the car speed up and he found himself getting a little bit concerned, he barely managed to stay aboard before so whatever she was planning wasn't something he wanted to experience. The limo kept speeding and speeding until she suddenly slammed both feet unto the brakes.

"OH SH…" Frank started as he flew off of the roof of the limo. He hit the hood of the limo hard and then went tumbling to the asphalt of the road getting cuts and lacerations over his body in the process.

"ERGH!" he grunted felling the wounds, the hardened cop took a few deep breaths before bright lights caught his attention. He lifted his head to see the high beams of the limo directly on him and the engine being revved up by Abrielle. He carefully stood up and he faced the limo eyes boring into hers both…..waiting.

Frank carefully slipped his hand towards the small of his back where he kept a spare revolver for emergencies but all the while he was doing that he never took his eyes off of the woman in the limo.

"LISTEN TO ME IF YOU GIVE YOURSELF UP AND TELL US WHAT YOU KNOW ABOUT THE DON…."

**SCREEEEEEEEEEEEEEECH! **The limo started up and zoomed towards him.

Frank cursed low in his throat and pulled out his revolver and fired two rounds both bullets smashing through the window and hitting Abrielle in the chest. She swerved away from Frank completely missing him and crashed into a lamp post.

* * *

**HOOOOOOOONK!** Went the sound of the horn being blown. Frank flared his nostrils a bit before limping over to the crashed vehicle. He raised his gun a bit as he opened the door but he lowered it immediately as he saw the obviously dead woman staring back at him. He pushed her away from the steering wheel making the horn stop honking and he checked her pulse but just as he had guessed, she was dead.

"Damn" he said leaning against the limo door.

**WHOOOO! WHOOO! WHOOO!**

Frank looked up as he saw dozens of cop cars arrive on the scene.

* * *

**Present**

"What happened after that?" asked Terri holding her hand out. George returned to the couch with the bottle of bourbon and he handed her a glass of her own. He poured her some and then he refilled his own glass.

"After that we ID her and her name turned out to be Abrielle Fortunato….immigrated from Sicily to L.A with her husband Vincente Fortunato. Once we ID her and found out who her husband was we finally had a face and a name to put to the Don."

"Did you guys arrest him?"

"We tried but there was no evidence linking him to anything, I told you he was smart, never once did he meet with any of his buyers. We tried using his wife against him but he claimed not to have any knowledge of her activities"

"Bullsh**"

"Yeah it was, but we had nothing so we had to cut him loose"

"Frank must've been furious. Is that why he became the punisher?" Terri asked.

"No, that's not the reason"

"Then why?"

"It all started when the Chief of Police shut our undercover task force down"

* * *

**Past-1 year and 9 ½ months later**

"SHUT DOWN!" Frank shouted in anger "YOU CAN'T DO THIS, WE'RE DOING TOO MUCH GOOD FOR US TO JUST SHUT DOWN NOW! ALL OF THE WORK WE'VE DONE WON'T MEAN ANYTHING….WE'RE IN A CRUCIAL STAGE AND…."

"CASTLE IT'S DONE! I'm sorry but your task force is gone and you're all being reassigned." The Chief of Police Karl Fitzgerald said sternly to him.

"This is HORSESH**!"

"You're dismissed" the Chief said with finality. Frank gave him a look of disgust before shooting up from his seat and storming out of the office. The chief heaved a heavy sigh and reached for his phone and dialed a few numbers.

**CLICK! **

"Hello"

"It's done"

"Good"

"My family"

"I'll talk to the Don"

"I hope you rot in hell you son of a bitch"

"Careful…I'm the only one standing in the way of a bullet and your two daughters, I'll be in touch"

**CLICK! **

The Chief slammed the phone down unto the receiver and put his hands to his head, after a long minute he removed them and turned to the right. There on the corner of his desk was a photo of his wife and his two twin daughters.

"God help me for what I have done" he whispered solemnly.

* * *

**Undercover Task Force**

Standing in an old loft was the undercover task force which consisted of: Frank Castle, George Stacy, Emma Saint and Freddie MacAvoy.

"Shut down!" George exclaimed "Why?"

"Some BS about us being too expensive for the department to keep running but it doesn't add up."

"Are we being reassigned?" Emma asked curiously

"Yes" Frank replied.

"Where?" Freddie asked.

Frank let out a sigh and picked up a piece of Paper off of the coffee table in front of him.

"Saint you're being reassigned to Vice"

"Dammit"

"MacAvoy with your background you're being moved to S.W.A.T."

"Now that's what I'm talking about"

"You'll be a trainer though"

"Dammit"

"Stacy…you're in Homicide"

"Great just what I need more dead bodies, I got enough of that in Patrol" George replied.

Frank balled up the piece of paper and he threw it in the trash before addressing his team again.

"Look people just….for now roll with this alright; your new assignments are only temporary so don't get too comfortable. When I get back I'm going to get to the bottom of what's going on and we're going to be back here doing some real good am I clear?"

"Yes sir" they replied.

"Good, now you're dismissed" he said.

The three nodded their heads and Emma and Freddie began to leave but George remained behind.

"What's up George?" Frank asked.

"Your wife Maria told me to remind you not to be late to the airport"

"Oh God she got to you too"

"No she got to my wife, ever since Maria gave her that cobbler recipe they've become best friends and she came over last night to see Gwen"

"I never congratulated you on the new baby"

"Thanks, I tell ya Fatherhood…just the sound of that"

"Its tough let me tell ya" Frank said walking towards him and placing a hand on his shoulder "But you're young so you can take it, it's when you get my age that its get's kinda tough"

"You're like 5 years older than me"

"True but I have two kids so it feels like I'm 20yrs older."

The two shared a laugh before Frank started to gather his belongings.

"You never told me where you guys were going" said George.

"I'm sure Maria has already told you and your wife about how she comes from money"

"She may have mentioned it" George replied with a smirk.

"Her parents own some houses in Maui…I hear its one of the most peaceful places to be this time of year. Her family is having a family reunion there so that's where we'll be"

"Sounds like fun and if anyone has earned himself a break it's you Frank"

"I hate to be leaving at a time like this though"

"Look we'll manage until you get back….don't worry, just have a good time and that's an order"

Frank looked a George and he allowed a rare smile to grace his lips.

"Consider it done"

* * *

**Present **

"Frank was going on vacation with his family and…." George started and then stopped.

"And what?" Terri asked.

George took another gulp of bourbon and was about to speak when he had to take another gulp.

"During my time with the Task Force Frank and I developed a strong friendship. So much so that he even introduced me to his family which I later found out that he had never done with anyone at the department. Frank to the rest of the force was a mystery. We all knew that he served in Vietnam and that he was a good and dedicated cop but…he always kept his personal life off the table and never really associated with anyone…except for me. I was the only one he ever let in…and I betrayed him"

Terri recoiled a bit at the revelation, her ex-partner was a lot of things but never once had she ever thought that he would or could be classified under the label of betrayer. She looked at him and she could tell that whatever he did to betray Frank was something that was eating at him; the haunted look in his eyes gave it away.

"You betrayed him how?" she asked taking a sip of her bourbon.

"Like I said Frank never let anyone in…except for me. I was only person he told where he was going on vacation and…someone came looking for that information…."

* * *

**Past- 9:30 pm**

Detective George Stacy was walking towards his car with a heavy mind and heavy heart. It had been about a 3 days since he had been reassigned to Homicide and in that span of time he had seen a total of 7 dead bodies and each body was mutilated beyond recognition. The L.A.P.D. was hot on the trail of a serial killer who called himself the butcher. George was assigned the lead on the case and was doing everything he could to find a clue as to who the killer could be but so far the killer was smart. He shook his head and let out a loud yawn. He opened his car door and he got inside.

'_What a day…..I'm looking forward to a nice hot…'_he started to think before he felt something was off. He looked up into the rear view mirror and he saw a man with silver hair and blue eyes staring back at him. George had just enough time to gasp before the silver haired man leaned forward and jammed a tazer to his neck.

**ZZZZZZZZZZZZAP!**

"ARGH!" George yelled in pain before passing out.

* * *

**30 minutes later**

George's eyes opened and slowly came into focus, the first few things he noticed was that he was laying in some sort of dingy wet basement and that he was surrounded by men who looked like they were the no good type, something he noticed was that his hands and feet were tied tightly with duct tape. George managed to look around and he saw that he wasn't alone on the floor; his partners Emma and Freddie were front of him and they too were bound by duct tape both struggling to get free.

"Hey he's awake" came a gruff voice.

"Good…pick them up" came a light voice with a slight Italian accent.

Several of the men walked towards the three and roughly picked them up so they were sitting on their knees. The silver haired man from before walked into view dragging a chair behind him. He placed the chair in front of the three of them and then sat down. George could feel his heart quicken because of the frightening situation he found himself in but he wasn't going to show it in front of this man even though he radiated fear and menace.

"Who are you?" Freddie demanded with a scowl on his face.

The silver haired man took a deep breath and caught his eyes.

"My name…..hmph….you may call me Professor Pain and the three of you will receive plenty of it, the only way it stops is if you tell me what I want to know" he replied in an Italian accent.

"Which is what?" Emma asked.

"The location of Frank Castle"

"We don't k…" Freddie started before the silver haired man leaned forward and punched him in the face hard, "GAH!" he gasped in pain.

"Lying will get you nowhere" he stated in a low voice.

"Listen to me…whoever you are think about what you're doing…" George started.

"We're cops which means people will come looking for us so if you let us go now there's still a way for you to get out of this" Emma finished for him.

The Silver haired man looked between them and he shook his head.

"You say that like I don't know that you're cops and you're also implying that I'll be caught or that these people looking for you will find you. They won't find you and I won't be caught. I guarantee that."

"Why are you doing this?" Freddie asked.

"Because the three of you played a part in the murder of Abrielle Fortunato, now we know it was Frank Castle who pulled the trigger and killed her…his punishment will be more severe, the problem however is that we can't find him. We know that one of you knows where he is and you will tell me"

"If we don't" George challenged.

"Then it's going to be a long night" the silver haired man said holding out his hand. One of the men in the room handed him a metal pipe, "Now…..where is Frank Castle?"

* * *

**Present**

"Oh my God" said Terri closing her eyes, her imagination running wild at what he had to endure all of those years ago, "So this was revenge for Abrielle' murder…..should've seen that coming"

"Yeah we should have" George replied gritting his teeth "But Don Fortunato wasn't after us he was after Frank."

"You talked didn't you" Terri stated more than asked.

"Not at first…even though they worked us over pretty good. We all remained silent mostly because Freddie and Emma didn't know….but I did, which is why he saved me for last."

* * *

**Past**

The silver haired main opened the revolver and placed three bullets inside and then he walked towards the heavily bleeding and breathing trio of undercover cops; each sporting massive bruises and cuts.

**CLICK!** Went the sound of him cocking the hammer of the revolver back and aiming it at the Freddie.

"Where is Frank Castle?"

Freddie stared at the barrel and then he looked George and Emma

"See….you guys on the other side. F*** Y…"

**POW!**

Freddie fell down to the ground dead. Emma and George shut their eyes for a second before opening them and staring at the silver haired man with hate in their eyes.

"Don't look at me like that, you all brought this upon yourselves, you played with fire and now you're getting burned. Now where is Frank Castle" he said aiming the gun at Emma.

"Screw Y…."

**POW! **

George averted his eyes from her death and he took in a few deep breaths before turning back to him.

"You son of a bitch" George growled angrily.

The silver haired man slapped him across the face and then grabbed him by the chin.

"George Stacy. That's your name right, I know it is, do you know how I know? It's because I've researched you…all of you for about a year now. I've learned all there is to know about you and those two but your boss Frank is a slippery bastard. I once tried to plant a bomb at his address that he has listed….but it's a fake. Like I said he's slippery probably because of his background…Vietnam Black ops, but you aren't, I've seen the two of you and you seem like the best of friends which leads me to believe that you know more than they did"

"Screw you" George growled out in defiance.

The silver haired man caught George's eyes and he gave him a hard stare.

"Screw me huh…how about I do that to your pretty wife….Amanda Stacy"

George's eyes widen in terror at the mention of his wife's name, his heart began to beat faster and faster and he found a renewed strength and began to struggle despite his injuries, but the silver haired man punched him hard across the face sending him to the ground. He stepped on his face and grinded his head into the ground. The silver haired man reached into the interior of his coat and removed a picture and dropped it to the ground.

George eyed the picture because it was an image of his wife Amanda Stacy, his newborn baby daughter Gwen and his wife's sister.

"If you do not tell me what I want to know, your wife will suffer a most gruesome death, as will your sister in-law, she will suffer the same fate…..your daughter however, I think I'll raise your daughter as my own or sell her to the highest bidder."

"NOOO!" he screamed trying to move but he couldn't, he gritted his teeth together hoping that a miracle would happen that would get him out of this situation but no such miracle happened.

"I'm going to count to three and if you haven't told me then my people who are on stand-bye outside of your house will receive a call and well…..use your imagination"

George didn't want to tell him anything but the look in the man's eyes told him that he was telling the truth; if he didn't tell him where Frank was then his family was going to die.

"…..…One"

"I-I can't…."

"Two"

"…NO…."

"Thr….." The silver haired man started.

"MAUI! FRANK IS IN MAUI!"

"Thank you….now that wasn't so hard now was it, now I can ease your passing"

"My Family"

"You saved them…take comfort in that…." The silver haired man replied holding up his gun aiming it at George's head but before he pulled the trigger his cell phone rang. He stopped what he was doing and he answered his brick cell phone.

George watched him still breathing heavily preparing himself for the end.

'_Gwen…..Amanda' _he thought solemnly

"Yeah I got the location…Really….I understand" the silver haired man said before hanging up, he looked down at George and he let a smirk grace his lips "Today is your lucky day George, you're not getting murdered. I hope this experience has taught you a lesson….don't F*** with us" he said before lifting his foot and kicking him in the face knocking him out.

* * *

**Present**

"Jesus" Terri whispered with wide eyes.

"I talked….I gave him up Terri, I betrayed him."

"That wasn't your fault…they threatened your family you did what you had to, there was no easy way out of that situation. There was nothing you could have done"

"You know I've told myself that over and over again, but Terri there is a difference between knowing and believing. I mean I know it in my mind I know it but there is always this little piece of me that just won't allow me to believe it….I mean what if I would have lied…"

"Yeah what if you did lie…then what. They would've ended up coming back after you and killing you and your family"

"I sacrificed…"

"There was no easy path George…..there was only the lesser of two evils"

"They slaughtered his entire family Terri…..and it was because of me"

* * *

**Past- Maui- Two Days Later-Dusk**

Frank Castle laid nestled in his wife's arms on the beautiful sandy beach of Maui; the husband and wife were looking across the ocean at the sun setting on the horizon admiring the different colors in the sky.

Maria Castle looked down at her husband and flash him what he would call the most perfect smile in the world.

"See…isn't this better than L.A." she said running a hand through his hair.

"Babe I can't argue with you on that….this is much better than being in L.A." he replied taking a deep breath and enjoying the feel of her hands in his hair.

"I told you that you needed a break"

"That you did...but right about now…." He started sitting up and then turning to her and crawling on top of her, "I need something else"

"You are so bad"

"Part of the charm" he said leaning forward and kissing her on the lips.

"EWWWWWW" came a girl and boys voice.

Frank and Maria broke apart and turned to see their two kids Frank Jr. and Lisa Castle looking at them.

"Where did you kids come from?" Frank asked playfully going over to them, he scooped them both up in his arms and spun them around,

"Grandpa told us to come get the two of you" Lisa replied with a smile.

"He did, well then let's not keep the old man waiting" Frank replied

"You know he hates it when you call him old Frank" said Maria smirking

"Well he is old" he said with a playful smile.

The family of four started towards the back of two large white beach houses that were a few feet away from them, all of them blissfully unaware of the boats speeding towards them over the horizon.

* * *

**Speedboats**

The silver haired and blue eyed man who called himself Professor Pain stood up in his speed boat and he looked through the binoculars at the beach houses several yards out. His eyes locked onto Frank who was laughing and walking with his family.

"Found him…he's here" he stated turning to the left. Sitting next to him was a younger looking man by the name of Don Vincente Fortunato. He had a scowl on his face and his hands were balled in a fist.

"Good, remember, I want you to slaughter them…..kill every one but leave Castle and his family to me am I clear?"

"Yes sir" Professor Pain replied.

* * *

**Beach Houses- Few Minutes Later**

Frank stood in the middle of Maria's father's trophy room as he called it. The room was surrounded with various military medals, accommodations, and memorabilia that her father had collected during his time in World War II. Frank looked at a picture of his wife's father when he was younger and he couldn't help but smile.

"You know…you were a handsome fella" he said in a joking tone.

"Still am you young buck" came a voice. Frank turned to see his Father-in-law approaching him with two glasses full of scotch.

Frank smiled and took one of the glasses and he tapped it with his father in-laws glass.

"Too good fortune…..and family"

"Fortune and Family" Frank replied taking a sip of the scotch.

**BUDDDDA! BUDDDAA! BUDDDA! **

"AHHHHHHHHHHHHHHHHH!" went loud screams of terror.

Frank and his father in-law dropped their glasses at the sound of gun fire and screams. They crept to the window and peered through the blinds to see men with guns opening fire upon their family.

"NO!" shouted Frank

"FRANK THIS WAY!" his father in-law shouted going towards a wooden closet in the room. The elder man threw it open to reveal several rows of guns. He grabbed a pistol and a few clips; he then grabbed a shotgun and tossed it to Frank who deftly caught the weapon and the shells. Frank inserted the shells into the shotgun and cocked it. The two old war vets wasted no time in rushing outside to protect their family.

* * *

**Outside**

Professor Pain and his men opened fire with their automatic weapons and mowed down all of the people that were gathered in front of the large beach houses. It was obvious they were having some sort of family reunion due to the music, grills and amount of people but it didn't matter to the hitmen. No one was spared from the bullets, women, kids, young people, old people etc… Anything that moved was riddle with bullets in a matter of seconds. Professor Pain shot two people in the head and then whipped to the left and that's when his eyes landed on Maria Castle, Lisa and Frank Jr. they had managed to slip away and were trying to get away. The ruthless hitman cursed under his breath and proceeded to give chase to the family leaving his men to finish off the rest of the family.

* * *

Frank and his father-in-Law burst from out of the beach house and opened fire on the surprised hitmen. They each managed to hit two men apiece before they had to duck and cover. There were over a dozen of them and they had superior weaponry but that wouldn't stop Frank or his father-in-law. They both stood up again from their spots and opened fire from the guns both managing to hit two more men apiece before ducking again.

'_God….please let Maria be safe'_ he thought his heart beating a mile a minute.

* * *

Maria Castle with her kids in tow ran as fast as she could down the dark beach hoping to God that she could reach someone….someone that could help her. She could hear the gun fire and the screams from her family.

"Mommy my legs…" Frank Castle Jr. groaned. Maria bent down and hoisted him up

"It'll be okay sweetie"

"Mommy what's going on?" asked Lisa who was being pulled along by her mother.

"JUST KEEP RUNNING BABY!" she shouted in terror tears running freely down her face.

She turned around briefly and she could see a man with silver hair gaining on her, she gasped and tried to double her speed but running with her kids was slowing her down. She gritted her teeth, digging deep within her recesses of her body and soul and forced herself to move faster. Maria gained more speed but in the end it wasn't enough. Professor Pain caught up to her and tackled her from behind; they all went tumbling in the sand with the Professor landing on top of her.

"MOMMY!"

"LISA! TAKE FRANK AND RUN! GO NOW!" she shouted struggling with the man on top of her. Lisa Castle nodded her head and picked herself up from the ground and grabbed hold of her brother and started running again.

Professor Pain slapped her across the face trying to get her to stop struggle but she didn't, she continued to fight. Maria reached up and racked her sharp nails down his face leaving a claw mark trail.

"BITCH!" he growled in pain. He punched her in the stomach hard stunning her long enough so he could punch her in the face. He then reached into his pocket and he removed a zip tie. Professor pain zipped tied her hands and then he zipped tied her feet. He stood up and kicked her in the stomach before taking off after her children.

Maria managed to roll over and crack open an eye.

"NO! KEEP RUNNING LISA!"

* * *

**Beach House**

Frank growled low in his throat as his shotgun went empty.

"SON OF A BITCH!" he shouted in anger, "I'M OUT!"

"Damn…I only got one shot left" his father-in-law replied in the same angry tone, "Who are these bastards"

"I-I don't know" Frank said looking around for some type of weapon he could use. His eyes landed on an extra propane tank, "But I've got an idea" he continued while crawling towards the tank, "I hope you still got those sharp shooter skills old man"

"I'll always be a better shot than you young buck"

Frank grabbed the propane tank and with all the strength he could muster he lifted it and threw it in air towards the direction of the assassin's trying to kill them. Frank's Father in law stood up and fired his last bullet at the tank.

**BOOOOOOOOOOOOM!**

"AHHH!" came the shouts of the armed men who were caught in the blast. Frank lifted his head and quickly jumped over his hiding spot. He looked around to see that the blast had killed a few of the assassins and small fires had broke out but he was more interested in the assassin's dropped weapons. He ran over and grabbed one of the automatic weapons.

Frank whipped to the left to see a man poke his head from his hiding spot and gasp, Frank opened fire.

**BUDDDA BUDDA BUDDA BUDDA!**

"BASTARDS!" he shouted/growled.

"FRANK BEHIND YOU!" came a shout from his father-in-law who had also emerged from his hiding spot.

Frank turned around and sprayed the three assassins behind him with bullets.

**POW! **Went the sound of a single shot firing through the air. Frank stopped his assault and turned to the right as did his father-in-law, both men stood there in shock and in fear.

The shot fired came from Professor Pain; he was standing a few feet away with his smoking gun next to the head of his crying wife who was on her knees with Lisa and Frank Jr. right next to her.

"You son of…."Frank started.

"Drop the gun" Professor Pain commanded but Frank didn't move "NOW!"

Frank bared his teeth but he ultimately dropped the automatic weapon.

"Listen to me you guys are gonna be just fine" Frank said softly while looking at his family.

"My wife, said the same thing you know" came a new voice. From behind Professor Pain walked a man dressed in an expensive business suit, he had a scowl on his face and hate in his eyes "She said that she would be fine and she hung up the phone….."

Frank's eyes widen in shock at seeing the man and he could only say two words.

"Don Fortunato"

"She hung up the phone….and then you murdered her."

Frank stood still trying to weigh his option, desperately trying to think of a way out of his current predicament but no plan came to mind. His heart beat faster and faster and a cold shiver ran down his spine; he could hear the malice in Don Fortunato's voice and the look in his eyes told him that this day…was the day of reckoning.

"Let them go…this is between me and you" Frank said trying to bargain for his families' life but Don Fortunato wasn't having any of that. The ruthless man held out his hand and Professor Pain placed the gun in his hand.

Frank sucked in a breath as Don Fortunato placed the gun next to his wife's head.

"Tell her everything is going to be fine again Castle" Don Fortunato said darkly while cocking the hammer of the gun back.

"….."

"TELL HER!" Don shouted.

* * *

Frank caught Maria's eyes and the husband and wife stared into the others eyes and suddenly they both had brief visions of them meeting and all of the good times that they shared together but again the vision was brief and they were both brought back to the present.

* * *

"TELL HER!" Don shouted again.

"Baby…..everything is going to be….."

**POW! **

"NOOO!" screamed Maria's father in despair.

Frank's eyes widen as he saw blood erupted form Maria's head followed by her dead body hitting the sandy beach.

"MOM!" Lisa screamed trying to get up but Professor Pain restrained her.

Frank gritted his teeth in anger seeing her lying dead there in the sand and he turned his eyes to Don Fortunato who had the same look of hate and anger in his own eyes.

"Now you know how it feels Castle…..to have the woman you love taken away from you" the Don growled in anger.

"YOU BASTARD!" Frank roared rushing forward. All logic gone from his mind the only thing that matter was killing Don Fortunato.

"This is your Punishment" Don Fortunato said before raising his gun and firing another shot. The bullet rocketed through the air and hit Frank in the side of his head. He fell down to the ground bleeding from the gunshot wound in his head.

Don Fortunato felt a sense of satisfaction run through his body as he saw Frank fall down dead. He spit on the ground before returning the gun to Professor Pain.

"Finish the kids and the old man off quickly…..and then burn this place to the ground" he said turning around and heading for the boats.

"BASTARDS!" Maria's father shouted in despair.

Professor Pain watched his employer leave and then turned his eyes to Maria's father while raising the gun.

* * *

**Later**

Smoke wafted around his nostrils…invading his nose and sending signals to his brain. Slowly the eyes of Frank Castle parted and he awoke from his unconscious state.

'_Where…'_ he started to think. His mind was cloudy, his thoughts were jumbled and it was extremely hard for him to think. He began to pick himself up and he placed a hand to the left side of his head and he had to recoil in pain. Smoke was all around him now. He turned from left to right and he could see fire, smoke and charred bodies everywhere.

'_Where…..'_ He started again but like being struck by lightening his memory returned, "MARIA!" he shouted looking around, but the fire and smoke blinded him. He shakily rose to his feet, "LISA! FRANK!" he screamed taking a few shaky steps forward swaying heavily. He took a few more steps forward and through the heavy smoke he saw three bodies laying on the ground. He made his way over until he stood over the dead bodies of his family.

Frank dropped to his knees and he carefully cradled the head of his wife, he let out a pained sob as his eyes traveled to his daughter who had a bullet wound to her head and then he looked at his son who had the same wound as well. Tears welled up in his eyes and slowly rolled down his cheeks.

"No…" he whispered quietly before throwing his head back and yelling to the heavens "NOOOOOOOO!"

* * *

**Present- Stacy Apartment**

"I can only imagine the pain he must've felt" George said wistfully looking away from Terri.

She looked away from him as well and released a sigh of her own. A long silence passed between the two before it was broken by Terri.

"What happened to you …after…?" Teri asked.

"Me….well. When I woke up I woke up in a hospital. I had suffered some cracked ribs, hairline skull fracture, bruised kidneys and a host of other stuff but I found solace in the fact that Amanda was right there next to me….alive, as was Gwen. It had been about a week since my whole ordeal. Turns out they found my body somewhere on the eastside of town and it was by sheer luck I was found by some homeless people."

"Jeez."

"Yeah, but as soon as I woke up I started asking about Frank but no one had heard from him…I told them what happened to me and to the Task Force but….."

"Nothing came of it" Teri finished.

"Yep, in the weeks that I spent in the hospital not one single arrest was made. The lead investigator on the case said there wasn't any evidence to go on and my Captain closed the case before it had any time to gain traction….it was a F**** disgrace. Cops getting murder and nothing was being done about it. While I was in the hospital I had Amanda do some research and there was an article in the Maui paper about a massacre and it was then that I knew it was Frank's Family that got murdered. After reading that article I should have quit you know, after something like that I should have put in my papers and resigned and then moved away"

"Why didn't you?" Teri asked.

"Because I had betrayed one of my best friends…and as a result his entire family gets slaughtered. I felt I owed him…and I did, so I didn't quit. What I did next was what I do best….I started an investigation of my own. I was the only person left of the task force so it fell to me to bring Don Fortunato down. My first lead was finding the damn mole in our unit"

"The mole is the one who sold you guys out and if those Hitmen were able to find you guys so quickly it means that whoever the mole is….is high on the food chain" Terri reasoned

"My thoughts exactly, it took me about 3 years, give or take."

"3 years…..why three years?" she asked.

"Think about it Terri, if I started making blatant inquiries about Fortunato then the mole could've caught wind and…"

"They might come after you and your family. You were trying to stay under the radar"

"That's right" George replied "But during that time though family life suffered…Me and Amanda fighting constantly. I was in a bad place Terri, depression like you couldn't believe and she just couldn't understand how could she, the only thing that understood me was this" he said raising his glass of Bourbon.

Terri gave him a sad look, she had known he'd had a bit of a drinking problem but she didn't know it cost him his marriage. This was a new side to her ex-partner that she had never seen before, to her George had always been this pillar of strength and wisdom so to picture him as this broken man was something she could barely concieve. George took another sip from his bourbon and then cleared his throat.

"Anyway, you wanted to know about the Punisher right…..well 3 years into my investigation I find the right thread and I start to pull it….but I wasn't the only one pulling the same thread."

* * *

**Past**

Detective George Stacy pulled up in front of the house that belong to Karl Fitzgerald the Chief of Police. The reason why he was at the Chief's house was because he was the beginning of a 3 year thread that he had been following closely under the radar. George carefully got out of his car and looked around, not seeing anyone he started for the house.

* * *

George hopped over the fence and crept around towards the back of two story house. He didn't want to talk to the Chief he wanted to gather evidence to see if the Chief was in the Don Fortunato's pocket. The Detective looked towards the window to the right and saw that it was some type of study on the other side. He tested the window to see if it was open and it was, he opened the window fully and deftly slipped inside.

* * *

**Inside the House- Study**

George looked around the darkened room and he searched for the light for a second before the lights suddenly flipped on. He was shocked by the lights for a second but what shocked him the most was the person standing by the light switch….his ex-boss/partner Frank Castle.

Frank Castle had changed a bit though, he had medium length hair instead of short hair and a scruffy thick black beard instead of clean shaven his face but what had changed about him the most was his eyes, they now held a hardened/dead look within them. He was wearing a black bullet proof vest with a black jacket over it, black combat pants and boots.

"Oh my God…Frank…Frank is that you" George gasped in disbelief.

"George" he stated in a gravely voice.

"JESUS YOU"RE ALIVE!" he shouted going over to him but he had to stop about mid-way because Frank pulled a gun on him and cocked the hammer back, "Frank…..put the gun down" he said carefully.

"No"

"Wh…."

"I know it was you George. I know it was you that gave me up to Fortunato, I never told anyone where I was going…..I didn't tell anyone but you. I know about Emma's death and I know about Freddie's"

"Frank listen to me…."

"Did you give me up?" Frank

"Frank…"

"DID YOU GIVE ME UP!?"

"YES!" George shouted back at him, a pained looked crossed his face after his admission, "Yes, I gave you up Frank but….but…."

"So the entire time….you were the mole" Frank stated raising his gun a bit higher.

"MOLE!" George shouted "No Frank I'm not the mole…..the reason why I gave you up was because they threatened to kill Amanda and Gwen. Few days after you left some guy with silver hair calling himself Professor Pain ambushed Me, Emma and Freddie. He tortured us before he killed them. He said he'd been watching the two of us and he knew we were friends and if I didn't give you up he would kill Amanda and her sister and then sell Gwen to the highest bidder…I had to Frank…..I had to…I'm sorry. I'M SORRY!"

Frank stood there with the gun in his hands; both men staring each other in the eyes waiting to see what the other was going to do.

Frank lowered his arm and he pursed his lips.

"I believe you"

George released a sigh of relief once he saw Frank lower the gun; the two continued to look at each other for a long minute until they both heard a car pull up in the drive way.

Frank quickly switched off the lights and ran to the other window in the room and peered outside.

"Frank how are you still alive?" asked George.

"QUIET!" he urged in a hushed voice.

From the car out stepped The Chief of police who closed the door to his car and started for the house.

* * *

Karl let out a groan and stepped into his house and closed the door. He flipped on the lamps to illuminate the darkened living room. His wife and kids were visiting another state so he had the whole house to himself which suited him just fine. He walked further into the living room but then a flash of movement from the right caught his attention. Karl turned to the left to see the door to his study slide open and out step Frank Castle followed by George Stacy; needless to say he was shocked to see both of them.

"C-Castle…..you're alive…OH MY GOD!" he whispered in shock "Stacy…what the hell are you doing here?"

"Sit down" Frank Growled raising his gun.

"Whoa…easy Frank"

"SIT DOWN!" he roared.

Karl nodded his head and slowly took a few steps back; he sat down in the seat that was behind him.

"I survived my family's massacre by sheer force of will" he stated moving closer towards The Chief.

"Jesus….Frank I….." the Chief started before Frank cocking back the hammer of his gun silenced him.

"Where have you been all of this time Frank?" George asked

"Recovering, Planning, and Thinking" He replied in a low voice, "I've had plenty of time to think. Think about how to get to Don Fortunato…..and the first step is getting rid of his mole. I first thought it was you George because you were the only one I told about my trip to Maui…the only one, but I believe your story about the silver haired man….Professor Pain…and what he did to you to get the information. So that only leaves you Chief….our task force only reported to you and only you had the details and our identities"

"I'm not the mole Frank" Karl stated in a low wistful voice.

"You have to be….I came up with the same conclusion and I've been running with this for the past 3 years. There is no one else who could have….." George started before being interrupted.

"I said I'm not the GODDAMN Mole alright, but I know who is" Karl answered.

"Who is it?" Frank asked with narrowed eyes.

"Your old boss Castle and your new one Stacy...Phillip Harris"

"CAPTAIN HARRIS IS THE MOLE! And you've known the whole time and you haven't done or said anything!?" George exclaimed.

"I COULDN'T DO ANYTHING!" Karl shouted "That fat son of a bitch comes up to me and he blatantly tells me that if I didn't go along with Don Fortunato's program they would kill my daughters. They are always watching me"

Frank let out a growl and then lowered his gun

"Well that's about to change" he stated with a serious look in his eyes "I want you to give Captain Harris a call"

"Now?"

"Right Now" Frank replied walking to the phone and picking it up.

"What are you thinking Frank?" George asked curiosity evident in his voice.

"I'm thinking that Phil is going to lead us right to Don Fortunato" he replied.

* * *

**Three Hours Later**

A car pulls up in front of The Chief's house and from out of the car steps two people; crooked police Captain Phillip Harris and the silver haired blue eyed hitman known as Professor Pain.

"You know I can handle Karl he's just have a crisis of conscious I can rein him in" said Captain Harris. About three hours ago during a meeting with Professor Pain he gets a call from The Chief saying that he couldn't take the lies and the treachery anymore and that he was going to go to the press with everything. Phillip tried to talk him down and hush him up but Professor Pain overheard the conversation. He insisted that he tag along and give the Chief a bit of an incentive to keep his mouth shut, much to the displeasure of Phil.

"No need I'm good…excuse me I'm the best when it comes to reigning people in" the Professor replied darkly while putting on a pair of black gloves.

Phil released a sigh and they both headed for the door. Phil lifted the welcome mat and removed the spare key and then went inside the house.

* * *

They walked into the house and made their way into the living room where the Chief was patiently waiting for them. The two made their way over to him and he continued to calmly look at the two of them.

"Karl…" Phillip started.

Professor Pain stood in front of the chief and he immediately knew something was off, he was way too cool and collected. Professor Pain had been a hitman long enough to know when he was being set up and the whole vibe in the room shouted set up.

"SH**!" he shouted right as he felt the barrel of a gun touch the back of his neck.

"YOU!" he heard a shout/growl.

Professor Pain whipped around and knocked the gun away and landed a hard right cross to Frank Castle's jaw. Frank took a step back but he was still on his feet.

"CASTLE! YOU'RE ALIVE!" shouted Captain Harris recognizing him instantly.

"YOU SON OF A BITCH!"

Captain Harris turned to see George Stacy rush into view and tackle him to the ground.

* * *

Professor Pain delivered a side kick to Frank's chest and made him hit the wall hard.

"Frank Castle…..you're still alive. How are you still alive I saw you get shot in the head….you should be in hell right now."

"The Devil spat me out of hell and said you're not the one I want; the one I want has silver hair and blue eyes….bring him to me."

"Well you'll find sending me to hell won't be easy, but killing you again….cakewalk"

"If a bullet couldn't kill me I doubt you could"

Frank lunged forward with a straight punch that nailed Professor Pain in the nose. The mysterious Hitman recovered and managed to block the next strike while delivering a left hook.

* * *

George and his Captain tumbled across the ground for a good minute each trying to get the upper hand. Phillip tried to go for his gun but George managed to knock it from his hands. Phil let out a growl and slugged him in the eye and then chopped him in the throat, stunning him long enough so he could push him away and crawl towards his fallen gun.

* * *

Professor Pain grabbed Frank by the front of his vest and brought his knee into his groin earning a grunt of pain. Frank gritted his teeth and threw his weight forward spearing Professor Pain across the waist lifting him up and slamming him down onto the glass table in the living room.

**SMASH!**

Frank rose up and held his fist up wanting to ram his fist through Professor Pain's skull but before he could do it Pain thrusted out a palm strike that struck him in the ribs. Frank felt something crack slightly but it was enough to stall him so Professor Pain could lift his foot and kick in the in the face and send him back.

Frank hit the floor and pushed aside the pain radiating from his side and fought his way to his feet; at the same time though Pain was scrambling to his feet as well. On his way up Pain, with his gloved right hand grabbed a shard of glass and held it in an offensive stance. Frank saw him with the shard of glass and he in turn reached toward his side and pulled out a bowie knife and held it in a similar stance.

The two enemies circling each other with their knives at the ready.

* * *

George let out a few coughs before he was able to recover from the throat shot, he looked to the right to see Phil scrambling for the gun, he sprung over and landed on Phil's back stopping him from grabbing the gun.

"BASTARD!" George growled slamming his elbow into his Boss's spine, "YOU SOLD US OUT!" he continued slamming his elbow on his back again.

Phil growled in pain but endured the shot; he looked up to see a telephone right next to him. George grabbed him by the shoulder and turned him over but as he was flipped over Phil quickly grabbed the telephone and slammed it into George's face.

"GAH!" he gasped.

* * *

"HA!" shouted Frank bring his knife across the middle, Professor Pain leaned back and responded by bringing his shard of glass downward. Frank blocked it but Pain came in with a knee to his thigh almost causing Frank's leg to buckle but he stood strong. Frank used leverage to push against Professor Pain and lift his arm and quickly come across the middle again with his bowie knife only this time he caught flesh and spilled blood, much to his satisfaction. Frank came around again in the same spot cutting him again only this time much deeper and then shoved him into the wall. Professor Pain hit the wall and then moved to the side Frank's side kick missing him by inches. Pain brought his right hand down and his shard of glass racked through the flesh of Frank's outstretched leg spilling his blood.

Frank cursed and brought his leg back while Professor Pain turned around and brandished his bloody shard of glass.

"Have to say Castle….you're good. Been a while since I've had to flex my skills like this. I'm kinda glad you didn't' die with your family"

Frank stared at him with hate in his eyes at the mention of his dead family, his eye twitched dangerously.

"Did I hit a nerve" Pain taunted.

"RAH!" he roared jumping forward.

* * *

George gritted his teeth in pain, he could feel blood pooling in his mouth but he couldn't let that stop him especially since he saw Phil fumbling for the gun again. George quickly stood up and he grabbed the lamp stand next to the couch just as Phil grabbed the gun. Phil whipped around and fired but George managed to swing the lamp stand and hit his hand in the nick of time. The bullet ricocheted off of a metal photo frame hanging on the wall and graze Karl in the shoulder.

"AHH!" he shouted grabbing his shoulder.

George raised the lamp post and brought it down on Phil's hand making him drop the gun, he raised it again but Phil held up his hands.

"STOP! Don't kill me"

"Why not Huh!" George exclaimed "You sold us out to that prick Fortunato and for what…MONEY!"

"No, lots of Money….and yes I sold you out but it was me that spared your life Stacy…..haven't you wondered why you weren't killed with the rest of your team. I spared your life because I thought that you could be a team player…..you should be thanking me" Phil said quickly

"THANKS!" George shouted bringing the lamp stand down as hard as he could on Phil's face but he didn't kill him he only knocked him out.

"AHHHHHHHHHHHHH!" came a loud shout.

* * *

Professor Pain knocked Frank's knife out of his hand and then headbutted him in the face drawing blood from his nose. Frank went back and he blocked out the pain, he saw Pain come in with his shard of glass in his left so Frank grabbed the hand and he chopped his wrist making him drop his shard. Pain slugged him in the jaw with right cross and then grabbed him by the hair and yanked his head back. Frank yanked his head forward pulling out some of hair in the process and he came around with a hard left hook that rattled the bones of Professor Pain and sent him into the wall.

The hitman growled and grabbed a picture frame off of the wall and smashed it across Frank's face. Frank fell to the ground bleeding from the large gash on his face. Spots danced in front of his eyes as well as blood clouding his vision. He let out a sigh of pain and he looked down; despite the blood and spots in his eyes he was still able to make out the bowie knife inches away from him. Professor Pain let out a few deep breaths and bent down and picked up another shard of glass and stalked over to Frank.

"Time to die Castle…..and this time stay dead" He said darkly grabbing him by his hair again.

"F*** YOU!" shouted Frank whipping around and jamming his bowie knife in Professor Pain's thigh and dragging in downwards splitting his thigh open in the process.

"AHHHHHHHHHHHHHH!" he screamed at the top of his lungs taking steps back and grabbing his bleeding leg.

Frank wiped the blood from his eyes and shakily stood to his feet.

Pain looked up at him and fighting through the severe pain charged forward with his shard of glass. Frank blocked the attack and responded with a hard punch followed by another stab from his knife but only this time it was in the arm pit; Frank ripped the knife out of the armpit and then stabbed him in the shoulder leaving the knife there.

"GAH!" Professor Pain gasped before falling to his knees. He was bleeding profusely from the three wounds inflicted by the knife and two of the attacks had severed main arteries in his body, he could feel dangerous amounts of blood leaving his body and he knew that he was dying. His eyes shifted to Frank's and they both held each other's gaze for a long minute.

As Frank looked at him he had flashback and something that Don Fortunato had said to him rang through his mind before everything went black.

* * *

_Don Fortunato: "This is your Punishment" _

_**POW!**_

* * *

Frank broke the gaze first and turned to the left, on the ground was his gun that was knocked from his hands earlier; without hesitation he picked up the discarded weapon and cocked the hammer back.

"Cas-tle….." Professor Pain started before Frank whipped around and grabbed him by the hair lifting his head up.

"Frank Castle died with his family….I'm **the** **Punisher….**and this…. is your punishment"

Professor Pain's eyes widen as the Punisher raised the gun and pulled the trigger.

**POW! **

* * *

**Present- Stacy Household**

George finished off his 4th glass of Bourbon and then slammed his glass down on the table.

"That was the day the Punisher was born" George stated, "After that we got the low down on Don Fortunato from that rat bastard Captain of mine and from there the three of us. The Chief, myself and Frank or the Punisher started a Campaign against Fortunato, but we were fighting an up hill battle. For four years the three of us did everything we could to take down Don Fortunato….the Chief and I handled the legal side of things and Fr….the Punisher handled the not so legal operations but in the end it wasn't enough. Don Fortunato had grown too big to reign in and the Punisher…grew out of control"

"What do you mean?" Terri asked.

George pointed to the picture of the dead men in the photos on the coffee table.

"You think that's bad….you haven't seen bad, the more we began to take on Don Fortunato the more unstable Frank became…the more he lost himself in the Punisher. The streets ran red with blood…..he'd hit Fortunato, Fortunato would hit a few cops or civilians, the war as the Punisher would call had spilled over into the media and after a while it was just…it was all too much. Too much for me to handle"

"Is that when you transferred to New York?"

"Yeah….I…._sigh_" George started before getting up and walking towards the window, he rubbed his neck and stared out of the window for a long second before continuing "I needed a change Terri….L.A. had basically become a war zone and I couldn't stand seeing the person my friend had become…he….the Punisher….it…he had become a ruthless vigilante….and I couldn't stay in L.A. and continue to watch him fall further into descent so I….put in a transfer to New York, I figured I could start over, but even after all of these years, the past comes back. It's true what they say Terri. You can escape everything except your past. Hmph."

Terri watched him for a minute before turning her eyes back to the manila folder, her mind began to reflect on the long and tragic tale from her partner's past. She wanted to know why he had been acting the way he had been and she wanted to know what he knew about Don Fortunato and now she did. As she sat there contemplating her ex-partner's story her mind went over every piece of information that was given to her; trying her best to piece together a picture of what was going on and what was going to happen, but it didn't take her long to come to a single conclusion.

"This is bad" she stated

"Understatement of the year"

"Don Fortunato plus the Kingpin plus the Punisher equals…."

"A Bloodbath with a high casualty count…criminal and civilian alike" George finished turning around to face her with a solemn look on his face.

"How do we stop this George…..How?" she asked turning to him.

"I don't know Teri….I really don't know"

* * *

**Elsewhere- Queens- Lieberman Hardware Store- 10:00 pm**

**DING! **Went the sound of the bell on the door jingling.

"WE'RE CLOSED!" the man behind counter shouted. The man behind the counter was the owner and proprietor of Lieberman's Hardware Store; his name was Linus Lieberman and he stood at 5'8 with brown hair and a receding hair line, he had blue eyes that were covered with bifocal glasses, pasty white skin, and a plump body build; he looked to be a man in his mid 40s. Linus was a computer engine and was a man that was known to be able to repair just about anything. He was fiddling with the electronics in a toaster over when a shadowy formed over him. He slammed his tools and at the toaster on the counter and looked up.

"Didn't you hear me when I said…" he started then stopped when he got a look at the person standing over him. A man dressed in black combat bulletproof vest with a white skull painted on the front, black combat pants and combat boots and a black duffel bag strapped over his shoulder "Oh My God you…um…..um…"

"Punisher" Frank Castle finished for him.

"Right….Punisher. It's you again, you're a complete asshole you know that…the last time I saw you some guys with guns came and shot up my last shop and I had to move out here to Queens"

"That wasn't my fault" the Punisher replied.

"Yes it was!" Linus snapped.

"Look Microchip I've brought you a gift" said the Punisher lifting his right hand and placing a huge stack of money on the counter, "I need your help again"

Linus or **Microchip** as the well informed knew him by looked at the stack of money with wide eyes and a smile on his face.

"Well you have my attention. What do you need?" he asked.

"Guns….lots and lots of guns" the Punisher replied with a hard look in his eyes.

"Well then…step into my office" Microchip replied flipping a switch under the counter. A section on the floor behind him popped open to reveal a set of stairs that led downwards.

* * *

**Down Below**

Linus Lieberman aka **Microchip** was sort of something like a weapons specialist and computer hacker. He knew about everything from guns to explosives to computers to poisons and even how to make fake IDs. In his early years he'd used to work for the highest bidder but as he grew older and his views of the world changed he started to break away form his old ways and try to start something legitimate and only deal guns to certain people but about a couple of years ago he had run into the Punisher who had saved his life from some armed men; in return for saving him Microchip leant him his expertise in making fake IDs and hacking computers systems but now it seems the Punisher wanted his expertise in the field of weapons.

Microchip touched the bottom cement floor and he flipped on the light to reveal a basement full of nothing but guns, ammunition, and other assorted weapons. All kinds of guns littered the racks on the wall….rifles, shotguns, pistols etc….

The Punisher touched the cement floor, tossed his duffel to the ground and he began to look around at the weapons.

"Pick your poison" Microchip said.

The Punisher looked around at all of the guns and he was immediately drawn to the shotgun wall rack. He sucked in a breath and grabbed one of the shotguns.

Microchip watched him closely and he was suddenly struck with a bit of curiosity; back in the day when people sought him out for weapons he didn't usually ask them why they needed the weapons he just quoted him a price but in his latter days he kind of reversed his way of doing things and asked the reasoning first and then money second. The last time he had run into the Punisher they weren't really able to do much talking before whoever was following him decided to shoot up his shop, so seeing him here and now felt like the perfect time to ask him.

"Punisher…..if you don't mind me asking what are you going to use my weapons for exactly?" Microchip asked folding his arms across his chest.

The Punisher turned and glanced at him for a second before looking away.

* * *

_Don Fortunato: This is your Punishment_

* * *

The Punisher gripped the shotgun in his hand tightly.

"Let's just say I'm going to Punish the Wicked" he replied while cocking the shotgun loudly.

* * *

**Read and Review: Hey Readers it's me Nomad88 back with the closing comments. I hope everyone enjoyed the Prelude and the debut/backstory of the Punisher. I had something else in mind for this chapter but I figure that this was the best way to go story wise because not only do you the readers get to see Frank Castle's reasoning to become the Punisher but you also get to see several other characterizations such as: George Stacy, Teri Lee and Don Fortunato. So this chapter actually killed four birds with one stone HAHA. I hope that everyone got enough screen time so you readers could get a firm grasp of what I'm trying to do with them and as for the Punisher I'm hoping that you all enjoyed him enough because he'll be primarily featured in the upcoming Gang War Arc that's coming at you readers; and for those who are just arriving the gang war will be between The current Kingpin of Crime Vanessa Fisk and Don Fortunato with his Son Angelo Fortunato…two west coast criminals trying to make some headway in the east coast and it's everyone else caught in the middle, how is Spider-man going to handle that well….you'll have to read to find out. A little note about this chapter…just like many of my chapters it was supposed to be longer but I had to cut a bunch of stuff out to keep it from dragging on so again I hope that the character everyone wanted to see got enough face time, and for those with a good eye for the past….I don't know how many chapters I've been spelling Lieutenant Terri Lee's name like this: Terry…but it's actually Terri with two r's and one I so from now on that's how I'm going to spell it….sorry if it's an inconvenience to anyone. Anyway I hope everyone is enjoying the story as well as the chapter and if anyone has any questions, comments, or rants feel free to send it to me either through the review or through the PM message system and I'll get back to you ASAP this is Nomad88 saying Later…..**

**Ps: Also I'm happy to see a lot of you readers out there responding to my question: who is your favorite spidey voice actor. So far from the responses I've gotten it's a split down the middle for Josh Keaton and Christopher Daniel Barnes, I think they are both just fantastic and bring different things to the table for spidey and they each represent Spidey at a different point in his career but for me…..my favorite has to be…Christopher Daniel Barnes. The next chapter is a bit of a calm before the storm chapter. I don't want to call it another prelude because it's not but….it's kind of a happy chapter before we get kinda dark in the Gang War arc, and for all of those wondering about Peter's personal life I think you'll enjoy the next chapter, it'll lay out where he is with everyone, okay, cool. This is me saying Later….**

**Next Up: Happy Birthday Gwen Stacy. **


	67. Happy Birthday Gwen Stacy

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me again back with another chapter in the Spider-Man mythos. I hope everyone is enjoying the story so far because it has a bit more to go before this volume is finished. For everyone that wanted more insight into Peter's personal life will probably like this chapter a lot. So, having said that I would like to say one more thing; READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 59: Happy Birthday Gwen Stacy**

**Stacy Household- Saturday- 9:35am**

The eyes of Gwen Stacy opened and came into focus; the first thing she saw was her digital clock that had the time and the date. Bypassing the time her eyes went straight to the date because today was the day that she was born ….today was Gwen Stacy's birthday. She was officially 17yrs old and she couldn't be happier; rising up from her bed she swung her legs over the edge and got up to stretch her limbs.

'_17…..finally, now I only have one more year until I'm 18'_ she thought to herself letting out a yawn before heading to the kitchen where she knew her father would be.

* * *

**Kitchen**

"Morning Da…." She started but to her slight surprise her father wasn't in the kitchen. Usually every Saturday he would wake up early and cook breakfast before going back to sleep or he'd be sitting on the couch reading the newspaper. Gwen didn't stay surprised for long because her attention was drawn to the cupcake with a candle in it on the counter and a note right next to it. She walked over to the note and picked it up.

"Dear Gwen…had to go into the Precinct today, be back later….Happy Birthday and I love you" She read out loud. Gwen smiled to herself and placed the note down on the counter, "Thanks Dad"

**RING! RING! RING!**

Gwen turned her head in the direction of the ringing phone and quickly ran back to her room.

* * *

Gwen jumped and slid across her bed and grabbed her cell phone off of the night stand and answered the call.

"Hello"

"Morning beautiful" came the voice of her current boyfriend Johnny Storm.

"Morning Johnny" she replied with a smile on her face.

"I'm calling to wish you a Happy Birthday. You've finally turned 17, so let me be the first to welcome you"

"How nice of you" she replied a smile still on her face.

"I hope you don't have any plans because I'm taking you out today, I'll be over your house in like 20 minutes so get dressed"

"But Johnny….."

"No, No buts, you and I are going out and you're going to enjoy your birthday. I guarantee it, so hurry up and get dressed" he said before hanging up the phone.

Gwen ended the call and placed her phone down on the night stand and couldn't help but shake her head. In the span of time that she had been dating Johnny one thing she had noticed about him was that he was a maelstrom of energy and spontaneity. At any given moment anything could happen like a few days ago they were taking a long walk and then he suddenly got the urge to fly them across the New York skyline; and when he wasn't being spontaneous Johnny was saving the world with his team/family The Fantastic Four, but no matter what he did or was doing he would always find the time for her.

Gwen sat up in her bed at that thought; Johnny would always make time for her, not that she needed that much attention. She wasn't one of those people that craved all of a person's attention but it was nice to know that no matter when she called he would always pick up or just be there. There weren't any missed calls or voice mails…..however sometimes when he was out with the Fantastic Four he'd have to cut the conversation short but that she could understand. As she sat there on the bed thinking about him another thing crossed her mind about him and what she liked the most. What she liked most about Johnny was that he was an open book there wasn't anything secret about him, his life was open for her to see. Gwen, inheriting some of her father's skills at reading people could always tell what he was feeling or thinking but then again he never made any attempt at hiding anything…..unlike her ex-boyfriend Peter Parker. Peter was the king of secrets…when she was with him he would share things with her but there was this part of him that was shrouded in mystery and it unnerved her that he wouldn't be honest with her, it was the main reason why they broke up. Since their break up they've had a rocky post-relationship relationship but after a long talk they hashed everything out and they were….okay with each other again. They've even hung out a few times and Peter seemed to be okay with her and Johnny dating but….every now and again she would catch this longing look in his eye and unknown to him and to Johnny she often did the same thing.

Gwen let out a frustrated sigh and got off of her bed and went to her window and peered outside. She let her eyes drift in the direction she knew the Baxter Building to be.

'_Stop thinking about him you're with Johnny now and he's a great guy'_ Gwen thought sternly to herself. For the past couple of months during periods where she was by herself her thoughts would turn to Peter and what he was doing….and if he was seeing anyone new, and when she wasn't thinking about him she would often find herself comparing and contrasting him to Johnny. They were very similar yet completely different at the same time.

"Get a grip Gwendolyn" she said to herself "The ship for you and Peter has sailed into the waters of friendship, he is in the past leave him there and stay in the present" she whispered as she turned and headed for her closet.

* * *

**Across Town- Forest Hill, Queens- Watson household- Same Time**

"1….2….3…4….5…." counted Mary Jane Watson as she did a set of sit ups in her daily exercise routine, and while she was doing her routine she was mentally trying her best to stay focused on the workout but as usual her focus was split down the middle. One half was on the workout and the other half was on her best friend Peter Parker or the Amazing Spider-Man. It had been a while since she had found out his well kept secret and in that time she had been in something of an inner turmoil about what to do with that information. For months she has been struggling with it trying to figure out what to say or who to say it to but so far she hasn't said anything to anyone, she's been keeping it a secret; and in the span of time that she had known his secret and had been keeping it she had come to a conclusion.

'_Keeping secrets suck'_ she thought angrily to herself stopping her workout and laying on the floor, _'THIS SUCKS!'_ she shouted in her mind. Mary Jane layed on the floor for a good minute before sitting up and then standing to her feet. MJ walked over to her window and lifted it up and looked down the street in the direction of Peter's house. She leaned on the window seal and she let out a sigh of frustration. For a long time she had been thinking about nothing Peter and Spider-Man, it was one of the things that had been on her mind and frankly she was tired of it, she desperately wanted to think about something else but when she wasn't thinking about Peter and his secret her mind went to Harry or Harold.

"God, Peter and Harry….Harry and Peter ergh!" she grunted in frustration "It's time to think about something…..it's time to think about you for a while Mary Jane, think about your acting career and what college you are gonna…"

**BUZZZZ BUZZZZZ**

Mary Jane turned to the sound of her cell phone buzzing and she immediately went to it and answered the call.

"Hello"

"Guess what! Guess what!" came the excited voice of Liz Allen.

"Hi Liz….and what?"

"I just got a call from JOHNNY!"

"Uh….great" MJ replied in an uninterested tone.

"Yes it is great, Johnny Storm called me….me…..God he is dreamy. Gwen is so lucky"

"Why did he call you?" Mary Jane asked sitting down on her bed.

"Oh, he's throwing Gwen a surprise Birthday party tonight at the Baxter Building and he asked me to invite all of her friends. Right now he's going to take her out to breakfast and a few other places before heading to the mall around 7:00pm. He needs us to accidentally run into them so he can take off and get everything ready are you in..."

Mary Jane turned her head to the calendar on her wall and looked at the day that was circled.

"Today is her birthday isn't it…I got it circled on my calendar but I completely forgot. Yeah I'm in"

"Cool, I'll text him and let him know and I'll be by your house to pick you up later."

"Okay" Mary Jane replied getting ready to hang up.

"Wait…"

"What?"

"Make sure you tell Peter as well, no doubt he forgot it was Gwen's birthday too and I bet he doesn't have a gift either. Look you guys go gift shopping in the city and I'll swing by and pick you guys up on the way to the mall."

"Funny you should say swing" Mary Jane said under breath.

"What?"

"Nothing Liz, I'll take care of it and I'll see you later….bye"

Mary Jane hung up her phone and let out a breath of air, she chewed the bottom of her lip thinking about how she was going to talk to Peter without blurting out she knew he was Spider-Man. Luckily all summer whenever they did manage to hang out it was with people so there was a small buffer zone but this time it would be just them so there was no buffer zone.

"Uh..this is gonna be tough. Wait, no, no it isn't…. just put it to the back of your mind Watson. Just throw it back there and concentrate on….on…Gwen's birthday and her party." MJ said to herself. She closed her eyes and imagined what the birthday party would be like, the music, the dancing etc…. and the more she thought about it she suddenly found a smile creeping along her lips and a sense of relief wash over her.

"Ahhh, that's better" she said getting from her bed; she headed for the bathroom with the intent on taking a shower and getting ready for the day.

* * *

**Down the Street- Parker Household- Few Hours Later- 12:00 pm**

Peter Parker pushed the covers off of his face and he slowly sat up in his bed; the teenager rubbed the sleep from his eyes while letting out a loud yawn.

"What time is it?" he whispered looking at his clock "12. Ugh…I managed to get a few hours of sleep" he continued before attempting to get up but falling back down to his mattress, "Come on Parker….get up…..have to find Morbius"

It had been about a week since Morbius was turned into a _'vampire'_, his run in with Blade and their battle with Valencia, after the fight though Morbius had disappeared into the night and in that time Spidey had searched high and low for him but so far he hasn't had a shred of luck in finding him; his trail had gone ice cold, but that hadn't deterred him…at least until now.

"I have to find him…..help him somehow but if his trail has gone this cold then its safe to say he might not be in the city anymore. He can fly so maybe he flew away and if he flew away there's nothing I can do about it…..is there?" he said to himself tossing the covers off and staring at the ceiling, "God, I feel responsible and I am to a certain extent but….this is all Debra's fault and I pray to God she was telling me the truth"

* * *

**Flashback- Two Nights ago- ESU**

"Michael is permanently stuck as a…..whatever the hell he turned into!" Debra exclaimed in a mixture of fear and shock. She had been recently released from West Manhattan hospital with a clean bill of health albeit she had to take it easy for the next couple of days. The moment she was released she caught the bus to ESU and went to see Dr. Crawford who told her of Michael's predicament. Debra sunk down to the ground in despair

"No?" she whispered to herself

"I'm sorry Debra" Dr. Crawford said to her placing a hand on her shoulder.

"Not as sorry as I am" Debra replied putting her hands to her face and letting the tears flow freely.

* * *

Debra wiped her face again as she made her way down the hall that would lead her to her Dorm room. She reached the dorm but right before she could put the key into the lock she felt a presence behind her, she turned and jumped at the sight of Spider-Man standing behind her.

"Spi…."

"Open the door" he interrupted with a serious voice.

"Why?"

"Because I'm going to search your room and make sure you don't have anymore of my blood hidden away."

"I don't have anymore"

"Isn't that what you said the last time…and now look what you've done. Your lie has cost Michael his life"

"I…" Debra started before hanging her head low. She nodded her head and opened the door.

* * *

"How did you know I was out of the hospital?" Debra asked.

"I've been checking up on you in-between my search for Michael" he responded while stepping into the dorm room, he stopped and turned to the left when he heard his name being called.

"SPIDER-MAN!" shouted Debra's roommate.

"Hi" he replied before turning to the right and seeing Debra's side of the room. He stormed to her desk and ripped out her drawers tossing all of the items inside to the ground searching for anything that resembles vials of his blood.

"I don't have anymore….."

"I'll be the judge of that" Spider-Man snapped at her moving away from her empty desk and to her bed. He tossed the covers off and then the mattress, not seeing anything he stormed over to her closet and threw the doors open.

"Debra…why is Spider-Man trashing our room" her roommate asked but Debra didn't answer she backed herself against the wall and she slid down to the ground with a sad look in her eye.

"I SAID I DON'T HAVE ANYMORE IT'S ALL GONE!" Debra suddenly yelled.

Spider-Man stopped in mid-toss and slowly turned to her and she turned to him and looked him dead in his reflective lenses. Spider-Man scrunched his eyes a bit seeing the almost dead like look.

"It's…..all…gone" she said with finality.

* * *

**Present- Parker Household**

"The look in her eyes" Peter said still looking at the ceiling "…God…..that look. Maybe I was bit too harsh on her….maybe I should…"

**CREAK!**

Peter lifted his head towards his door to see a shadow pass by; he listened and heard the footsteps stop. Peter sat up in his bed and continued to listen as he heard fiddling with a door knob followed by a curse from his Aunt May.

Peter quickly got up from his bed and he opened his door.

* * *

May Parker put her hands on her hips and chewed the bottom of her lip a bit, she heard the sound of a door opening and turned to see her nephew come out of her room.

"Aunt May"

"Why is this door locked? Why is it always locked" she asked pointing to the door that led to the attic.

Peter was caught off guard for a second and he hesitated a bit before answering.

"Uh…..Um…because I keep locking it" he answered with a smile.

"Don't get cute with me young man, open this door please"

"Whoa, Aunt May before I do that can I ask why the sudden interest in the attic?" he asked _'Dammit…I can't remember if I put my spider-man stuff in the trunk….Nope, I didn't….I think I just threw it on the ground. Can't let Aunt May see it….gotta stall her or change her mind' _

"Well Peter I was talking to Anna Watson about you and coming in past curfew again."

"And I told you that I haven't been coming in past curfew." He replied quickly '_Liar'_ he thought to himself.

"I know you said you've been practicing Par-Four"

"Parkour" he corrected "But I get what you're saying"

"Right, and I was talking to Anna Watson and she says that she's never of heard of it" Aunt May said while putting her hands on her hips.

Peter scrunched his eyes up a bit at his Aunt and he had to think for a second before answering.

"Wait….isn't she like 60."

"No she isn't 60….she's only about 6 years older than me"

"Well….no offense Aunt May that's still pretty old, and both of you are kinda out of the loop when it comes to today's teens so I wouldn't be surprised if the two of you haven't heard of a lot of things that we do nowadays. Parkour is a pretty big thing in our generation"

Aunt May took her hands off of her hips and folded them across her chest.

"Okay I'll give you that one but….if you have been here every night at curfew how come you haven't been in your room, or downstairs"

"Because I was…..in the attic"

"Exactly, but in the attic doing what? Yesterday I checked your room and you weren't there so I tried to go to the attic but the door was locked. This morning I woke up early and I heard you come downstairs at around 7….you spend an awful amount of time cooped up in the attic doing God knows what am I'm a bit curious…what do you do up there?"

"You know….stuff" he said rubbing the back of his neck.

"Peter I thought we talked about this. No more lies and no more secrets"

"We did Aunt May but I…" he started.

"No buts, I would like for you to open this door, either you do it or I go and get the key and do it" She said firmly.

"Um…"

**DING! DONG!** Went the door bell, Aunt May let out a sigh before unfolding her arms.

"Don't move, I'll be back" she said passing him and going towards the steps.

'_Ugh…saved by the bell…gotta move fast'_ Peter thought urgently. He stealthily ran into his room and then jumped onto his bed; springing off the mattress he flew towards his open window. Using his agility and strength he grabbed hold of the right side of the frame and pulled himself outside and to the right side of the house. Peter used his clinging abilities to cling to the side and run up the house towards the attic where he deftly climbed through the window.

* * *

**Across the Street**

Mr. Powell, an overweight bank teller stood in his front yard with his lawnmower going while staring at the house across the street. He was cutting his grass when he suddenly saw a half dressed teen run along the side of the house and climb through the attic window. He stood in his spot for another few seconds before shaking his head in disbelief.

"Naahhh" he said to himself brushing off the sighting and going back to mowing his lawn.

* * *

**Attic **

Peter silently landed on the floor and searched the attic with his eyes. He spotted two of his costumes along with his web shooters and several web cartridges sprawled on the ground.

'_Move Parker Move!'_ he thought frantically scooping up everything in sight and then throwing it into the trunk that he usually kept his equipment inside; he quickly closed and locked the trunk while letting out a sigh of relief. Peter gave the attic one more quick look before running down the stairs.

* * *

**Hallway**

Peter unlocked the door and stepped in the hallway, he could hear Aunt May coming up the steps again so he quietly locked and closed the door again then gave a slight hop so he landed where she had left him.

Aunt May arrived at the top of the stairs just as he firmly planted his feet.

'_Close one'_ he thought smiling at his Aunt. She kept walking and his attention moved away form her and went to the person behind her…one of his closest friends Mary Jane Watson, she was dressed in a red hello kitty shirt, blue jean shorts, and white shoes.

"Mary Jane…what are you doing here?" he asked raising his eyebrows.

"I uh….." she started before her eyes were drawn to his ripped bare chest and arms, "Um…I….huh?" she replied in a daze. Peter scrunched his eyes a bit in confusion completely oblivious, but he didn't stay that way because he heard the attic door open. He turned to see his Aunt head for the stairs.

"Aunt May hold on I'll…." he started before she silenced him.

"No No I can handle this….you talk to Mary Jane" she said over her shoulder continuing up the stairs.

"Ugh" he groaned hanging his head, "Come on in MJ" he said while turning to the left and entering his room.

* * *

**Peter's Room**

Mary Jane entered his room just as he sat down on the bed; she was still semi-focused on his physique, _'Well…it does gives me something else to think about other than his red and blue long johns'_ she thought to herself letting a smirk grace her lips.

"So MJ why are you here?" he asked.

"Okay, I was…."

"OH MY GOD!" Aunt May's shouted.

'_God please tell me she didn't open the trunk….please...please….please' _

"IT'S FILTHY UP HERE!"

A blank look formed on Peter's face and he just had to shake his head, he then turned his attention back to Mary Jane.

"So, MJ, you were saying?"

"Yeah I just came over to remind you that it's Gwen's birthday"

"TODAY IS GWEN'S BIRTHDAY!" Peter exclaimed in shock, he whipped his head to the right and looked at the calendar on his wall and sure enough it was her birthday "CRAP! I completely forgot"

"I figured as much" Mary Jane replied "I kinda forgot too"

Peter slammed his hand to his forehead and shook his head again.

"This couldn't have come at a worst time"

"Why is it a bad time?" she asked.

'_Oh I don't know maybe because I'm kinda in the middle of dealing with Vampires along with the city about explode in violence thanks to this Gang War'_ he thought to himself but of course he didn't tell her any of that.

"Because I kinda don't have a gift for her" he said after a long minute.

"Hence the reason I'm here. We're going into the city and we're both going to find a gift for Gwen, we have just enough time to find her a gift and then have Liz swing… by to pick us and take us to the mall"

"Why the mall?" he asked with his eyebrows raised.

"Because that's where we're going to meet Gwen. We have to distract her a bit so Johnny can put the final touches on her surprise party"

"Wait Johnny is throwing her a surprise party?"

"Yeah he is. He told Liz to invite some people and it looks like she's invited everybody" Mary Jane replied.

"I didn't receive an invitation" said Peter

"Did you check your twitter?" she asked.

"I don't have a Twitter."

"Did you check your Facebook?"

"I don't have a Facebook"

"Then that's probably why tiger"

"Oy" he groaned rubbing his temples.

"So come on" she said looking around his junky room, she bent down and grabbed a shirt that was on the floor and tossed it at him "Get dressed and let's go we're burning daylight"

* * *

**Attic**

Aunt May covered her nose to block out the sweaty feet smell that wafted throughout the attic. She looked around the dirty attic to see socks, shirts and underwear thrown about, empty fast food wrappers, tools and computer parts scattered across the room.

'_God Peter….I never knew you were such a slob'_ she thought to herself, '_But then again what 16 turning 17 year old isn't a slob. Ugh teenagers' _

May continued to look around the attic looking for something that would explain why her nephew spent so much time up here but she didn't see anything suspicious or out of the ordinary. She turned to the trunk and she stared at it for a long second but after that second she released a sigh.

'_What are you doing May. There's nothing up here. Maybe he just likes solitude….maybe this is his own fortress of solitude.' _she thought. May pursed her lips and started for the steps.

* * *

**Hallway**

May closed the door to the attic and she went towards Peter's room and she stood in the doorway.

"So…was I lying Aunt May?" Peter asked.

"No, No you weren't, I'm sorry I just….."

"No need to apologize Aunt May, I could be a bit better on a few things like not staying up there so long and checking in with you more"

"And cleaning" she threw in with a smirk on her lips, "Peter it's a pig sty up there you need to clean it up….and spray some febreze in there or get some air fresheners" she added folding her arms across her chest.

"Will do Aunt May….as soon as I get back from Gwen's birthday party"

"Today is Gwen's Birthday?" May asked.

"Yes Mrs. Parker it is" Mary Jane replied "Peter and I both forgot as well and we kinda have to go get her a gift"

"When you see her tell her I said happy birthday"

"Will do Mrs. Parker"

May was about to walk away when she stopped and addressed Mary Jane.

"Mary Jane"

"Yes"

"What is Par-Four?"

She scrunched her eyes up fro a second before she realized what she was talking about.

"Oh, you mean Parkour"

"Yeah she does" Peter chimed shake his head again.

"It's one of the most awesome non-sport activities in like….the world."

"What is it though?"

"Free running" Mary Jane replied

"Running is already free" May said.

"Jesus Aunt May, remember what I said about the age thing, you just aged yourself by 5 years. Look I'll explain it later now everybody out so I can change…Out" he said in an exasperated tone while ushering them both out of his room. He closed the door and he slid down to the ground releasing a sigh.

'_Today is going be a long day'_ he thought putting his hands to his temples and rubbing them again "Oy"

* * *

**Coney Island- Cyclone Rollercoaster- 1:30pm **

"WHOOOO HOOOOO!" screamed Johnny Storm and Gwen Stacy as the Cyclone dipped downwards. The two had their hands raised high as they enjoyed the rollercoaster ride. After Johnny picked her up he flew the both of them to get some breakfast and then to Coney Island where it was packed full of people but thanks to Johnny's status they got moved to the head of the line and got to ride all of the rides for free. This was the third time they had ridden the Cyclone and it kept getting better each time.

"THIS IS AWESOME PETER!" Gwen screamed but as the words left her mouth she realized her mistake.

"WHAT!" Johnny shouted back oblivious to what she had said. Gwen said a silent thank you prayer and quickly corrected herself.

"I SAID THIS IS AWESOME JOHNNY THANK YOU!"

"NO PROBLEM BABE! WHOOOOOOOOOOO!"

* * *

**Coney Island Boardwalk**

Gwen and Johnny walked hand in hand down the boardwalk, Johnny was busy going on about a recent adventure he had with Ben. She remembered when he had told her that Reed and Sue had shut down the Fantastic Four for the time being because of Sue's impending birth but that didn't stop Johnny and Ben from going out and doing their own thing. Gwen tried to continue to listen to the obviously adventurous mission to the moon but her mind was far away from his words and more focused on her words….or at least a word.

'_Why did I call him Peter' _Gwen thought frantically in her mind. She bit her bottom lip and glanced at Johnny who was still talking_, 'Thank God Johnny didn't hear me otherwise this day would've gotten a lot more complicated. Why am I even thinking about Peter'_ she asked herself, the question ran through her mind for a good minute but she still couldn't find an answer.

"Gwen….check it out"

Gwen shook her head as she heard Johnny, she looked in the direction he was pointing and they both saw a small crowd of people circling a man that was juggling fire.

"Let's go, this I gotta see"

* * *

Gwen and Johnny gently pushed past a few people to get a better look at the man who was juggling fire. He was juggling three solid white batons that had the ends lit on fire. He tossed one high in the air and spun around all the white juggling the other two, he completed his turn and caught the third baton before it hit the ground.

The crowd applauded the man for his skills; he caught all of the batons and put out the flames and bowed to the crowd. He then set his batons on the ground and then tilted his head to the sky and suddenly spit out fire, amazing the crowd even further.

* * *

Gwen lightly clapped at the man and his display of skill.

"Oh come on this guy is amateur hour" said Johnny folding his arms across his chest.

"Come on Johnny that took skill, he's talented" she replied

"Skill…HA! Talent….HA-HA! I'll show you what skill and talent look like" he said starting for the man. Gwen's eyes widen and grabbed his arm.

"Johnny come on you don't have to do that….."

"Yeah I do, sit back and prepared to be amazed" He said kissing her on the cheek and heading for the fire breathing man again.

"Why do you always have to be such a show off?" she said/asked under breath folding her arms across her chest in a disapproving manor.

* * *

**CLAP! CLAP! CLAP! CLAP! **

The fire breathing man soaked up the applause and he smiled politely to the crowd, his head turned to the right when he saw Johnny Storm walking towards him.

"Please sir stay back the fire is dangerous"

Johnny stopped a few inches away and looked at the sign behind the man.

"The Great Malkovich…..fire wielding wonder" he read "Well I'll admit you got some cojones dealing with fire but you're lacking severely in skill, talent, and flavor" Johnny said with holding his hand out. He formed a sphere of fire within his palm and it glowed brightly. The ball of fire bounced a bit and started rolling up his arm, across his shoulders and then down his other arm. Johnny tossed the ball of fire up a bit and then caught it.

* * *

Gwen watched Johnny and she couldn't help but shake her head.

"Look its Johnny Storm of the Fantastic Four"

Gwen was shoved out of the way as several girls around her age but maybe a year or two older fought their way into the crowd to see Johnny performing.

"Hey watch it" Gwen snapped at the girl that pushed her.

"Shut up" the girl snapped back.

Gwen balled up her fist getting ready to tell the girl off and maybe punch her but she let out a sigh and unclenched her fist.

'_She's not worth it'_ Gwen reasoned in her mind.

* * *

"**OOOOOOOOOOO!"** went the growing crowd of people as they saw Johnny make a giant snake made of fire.

A few more minutes went by and Johnny kept dazzling the crowd with his amazing fire controlling ability.

'_Gott'em eating out of your hand Torch….now to bring it home'_ he thought. Johnny made the giant snake form into a small ball of fire again but only this time the ball took the shape of a baseball. He tossed the baseball up and down a few times before tossing it high in the air.

Johnny held up both his hands and made a baseball bat of fire then waited; the fire baseball headed right for him and when it got close enough he swung the fire-bat with all of his might.

**KRACK! **

The fire-baseball sailed higher and higher into the air until

**BABOOOOOM!** It exploded in a shower of fire that almost resembled fireworks. From out of the fire in the sky the number 4 appeared overhead dazzling everyone down below.

"HA!" Johnny said looking at the number 4 in the sky, he extinguished the bat-made of fire and he turned to the Great Malkovich, "Malkovich 0 Human Torch 1"

"TORCH! TORCH! TORCH!" came the shouts of the people as they began to swarm him desperately wanting his autograph which he happily obliged.

* * *

**Manhattan- Downtown- 2:15pm**

Peter and Mary Jane made their way out of the subway and into the busy sidewalk of downtown Manhattan. The two teens walked side by side down the sidewalk each looking around at the dozens of different places.

"So where are we going?" Peter asked looking around.

"I'm thinking…I don't know" Mary Jane replied.

"Well what did you get her last year?" Peter asked.

"I bought her some shoes. You?"

"A discount coupon to a Day-Spa" he replied with a smile.

Mary Jane suddenly let out a few chuckles which only served to confuse her companion.

"What's so funny?"

"Because for my birthday last year Gwen gave me a discount coupon to a Day-Spa" she said still laughing.

"What, Gwen is a re-gifter"

"Apparently…HAHAHA!"

"It's not funny"

"It kinda is, mostly because, I probably would've given it to someone else too if I didn't love Day-Spa's so much"

Peter looked at her for a second and he allowed a smile to grace his lips.

"Yeah, I should've known that she wouldn't like that gift, she really isn't the Day-Spa type."

"Peter everyone woman is the Spa or Day-Spa type, but Gwen would probably appreciate a more personal massage than one from a stranger, unless of course someone went with her."

Peter let out a breath and rubbed the back of his neck.

"You're right, so where does that leave us on a gift?" he asked.

"Square one" Mary Jane replied "But hey….we got a few hours to figure it out. Just you and me and no…."

"SPIDER-MAN!"

* * *

Peter and Mary Jane turned around to see a man walking down the street dressed in a Spider-Man costume but he was obviously not Spider-Man because of his height and because of his beer belly.

"GATHER AROUND FOLKS AND WITNESS THE AWESOMENESS OF THE AMAZING SPIDER-MAN!" the over-weight Spider-Man shouted in a southern accent.

* * *

'_What the hell'_ thought Peter staring at the man in the costume _'This has got to be a breach of copyright…..or trademark or something' _he continued while looking at the crowd of people that were forming around the posing over-weight Spider-Man.

* * *

'_CRAP! CRAP! CRAP! CRAP! Everything was going just fine. I wasn't thinking about Spider-Man at all even though Peter is standing right next to me. I was thinking about Gwen's party and now it's all blown to hell. Wait no...no….calm down Watson just…keep your mind focused on the party, stay focused' _

"Are you seeing this MJ?" asked Peter.

Mary Jane turned to him and her eyes widen a bit because standing next to her wasn't Peter Parker it was Spider-Man.

"MJ did you hear me?" he asked again.

"Yeah Pete….I heard you" she replied _'CRAP!'_

* * *

**Somewhere Else**

Two men, one a bit older around his late thirties and the other was younger about 17, they were sitting on the edge of a dock with fishing rods in their hands both sucking in the beautiful peaceful morning while enjoying the other's company.

"My son, I just want you to know that I…..am….Proud of you" came the voice of Norman Osborn.

Harry Osborn sat next to his father with a smile on his face and his smile only grew even further as the words he so desperately wanted to hear were spoken.

"Are you really proud of me?" Harry asked.

"Of course my son, of course I'm proud of you. You have been nothing but a great son and I have no doubt that you will grow into a great man one day"

"Like you right"

"No, not like me Harry, better than me; every father dreams that when their son grows up that they'll be a better man. You have a few more years to go but you're on the right track" Norman said while chuckling.

"Dad"

"Yes son?" Norman asked.

"I….know we've never really said it to each other but I want you to know that I love you"

Norman smiled at Harry before placing a hand on his shoulder affectionately.

"I Love you too Son"

Harry smiled a truly happy smile at his father and then he turned away, he focused to the crisp blue endless water of the ocean in front of them and serene feeling that washed over him.

"WHERE ARE YOU!?" came a shout from every direction. Harry looked all around trying to figure out where the shout came from but he didn't see anyone, it was just him and his father.

"Dad did you hear that?"

"No"

"WHERE ARE YOU!?"

Harry heard the shout again but this time he leaned forward a bit looking down at the water and at his reflection. He saw himself but in an instant his reflection changed from a happy smile to a twisted snarl.

* * *

**Osborn Mansion- 6:45pm- **

Harold Osborn stood in his bathroom staring at his reflection in the large mirror.

"WHERE ARE YOU!? HUH!" he shouted again at his reflection, "COME OUT HERE AND FACE ME HARRY!"

Harold raised his fist and slammed it down on the bathroom counter in anger, his mighty strike making splinters in the granite counter. The mentally unstable young man continued to stare at his reflection in the mirror hoping to get a glimpse of his enemy…which was himself, or at least a part of himself that just didn't know when to quit or stay buried. Harold was completely caught off guard by Harry's sudden appearance a few weeks prior, he had thought Harry would never escape from his prison thinking that he wasn't strong enough but he was proven wrong and in his mistaken assumption of Harry's strength he almost lost his control to him and that fact is what angered him the most.

'_I can't believe I almost lost to that whelp….that bumbling weak teenaged fool'_ he thought while still staring at his reflection_, 'I had to resort to...to...this'_ he continued to think while looking down at the counter and eyeing Dr. Stevens' pill bottle that he had taken from her. He flicked the bottle with his index finger and it tipped over revealing that it was empty, he had finished the bottle off two days ago but the effects of the drugs weren't very strong. Since taking them he had been seeing glimpses and flashes of Harry out the corner of his eyes, almost like he was being stalked. After each flash Harold would prepare himself for a fight but the fight never came; it was almost as if Harry was taunting him.

Harold gritted his teeth in anger; he had enough, he wanted to confront Harry right here and now and he would make him appear but so far the _'coward'_ as Harold would call him hasn't appeared.

"I know you're afraid of me…that's why you won't come out and face me like a man" he growled.

"Are you sure that's why he won't come out…..Son" came an unmistakable voice.

Harold's head snapped to the right and stared at the door to see his father Norman Osborn staring back at him.

"Father! Are you….are you really here?" he asked completely shocked to see him.

"Here is relative Son, but if you're asking if I'm here in the flesh…I believe you can answer that for yourself" Norman replied walking into the bathroom and towards him. Harold looked at him and then glanced to the left and when he only saw himself in the mirror; it was then that he knew that his father wasn't really there.

"You aren't here…..you're an apparition. Go away" Harold said folding his arms across his chest.

"Idiot boy, were you not listening…..I said here is relative. While I may not be here in the flesh I'm always…..here, with you; watching, listening…..and judging and do you know what I've determined my son"

"Hmph as if I care" Harold said.

Norman only smirked and then slowly reached out and placed his hand on his shoulder.

"I've determined that, I'm almost proud of you"

Harold was caught off guard again as his father said the words that he'd thought he'd never hear.

'_Proud….wait…' _

"Almost?" Harold repeated with a raised eyebrow.

"You have defeated my enemy…L. Thompson Lincoln, you have taken Oscorp to a height I never thought possible…."

"But"

"But you haven't fully become my son yet" Norman whispered "You're still torn between being what you were and what you are now"

"You're talking about Harry" Harold stated staring his father in the eyes.

"Yes, he is poison to you, you allowed him to escape and now he's in your mind somewhere….infecting you, slowly taking over….you must stop him"

"I'm trying…..but the coward won't come out to face me" Harold replied.

"Harold there are other ways to defeat your opponents than by physical confrontations"

Norman reached over and grabbed the empty pill bottle; he looked at the label before turning back to his son.

"Poison him, it worked once…..it'll work again" he said tossing the bottle to him. Harold caught the bottle and stared down at the container.

"This isn't strong enough"

"Well then, you'll just have to get something stronger won't you. But once that weak part of you is dead….you'll finally be the son I've always wanted and can truly be proud of"

Harold balled up his fist with the bottle and he slowly looked up at his father who had mysteriously vanished leaving him all alone.

* * *

**Downtown- Same time- 6:45 pm **

Mary Jane took a sip of her starbucks frappuccino and released a sigh; they had been wandering around the city for hours trying to find Gwen a birthday present. Mary Jane had decided to get Gwen some ear rings to go along with the shoes she had bought her last year, but while she had already bought her gift Peter was still trying to decided what to get her. MJ glanced at him from out the corner of her eyes and to her relief he looked like himself and not like Spider-Man. Since the street performer Mary Jane had been having flashes of Peter being in and out of costume and it was starting to drive her crazy. Several times during their trek across the city she almost blurted out that she knew his secret but she held her mouth….figuratively and literally sometimes. Thankfully about an hour ago Liz had started sending her text messages about Gwen's surprise party and so far it was looking like it was going to be the party of the summer, their whole class from last year would mostly likely be at the party and just thinking about it was enough to tone down the worrying about Peter's secret.

**BUZZZZZZZZ**

Mary Jane reached into her pockets and pulled out her cell phone and she looked at the text message from Liz.

"Pete…its Liz she wants to know where we are so she can come pick us up"

Peter let out a frustrated sigh and tilted his head to the sky, for the life of him he couldn't think of what to get Gwen for her birthday and that's pretty bad considering she was his ex-girlfriend, he was supposed to know all of her likes and dislikes.

"I can't believe this is so hard" he said in an exhausted tone, _'You should know this stuff Parker…..but, ugh, you're not really thinking about the present now are you. Morbius is still out there, the sun is setting and the moon is starting to show so…wait a minute….THE MOON! That's it'_ Peter thought with a smile.

"MJ tell Liz to meet us at the Science Supply store….it's about 6 blocks away from the Mall"

"Science supply store….why"

"I'll explain on the way…come on we have to catch this bus" he replied rushing towards the bus at the bus stop.

"Okay…..but wouldn't it be easier if you swung us there" she said under breath _'Crap' _she thought as she started after him.

* * *

**The Mall- about 40 minutes Later- 7:25pm**

Johnny Storm checked his watch for what felt like the 100th time and then he looked in every direction, searching for Liz but he didn't see her anywhere.

'_Where is she….I gotta make sure Ben let everyone into the Baxter Building, knowing him he probably yelled at them and scared them away' _he thought.

"Looking for someone Johnny?" Gwen asked next to him.

"Hmph? Oh no, just making sure no one noticed us…but you know it's kinda hard seeing as how I'm me and all" he replied with a smirk.

Gwen rolled her eyes and the couple continued walking through the mall, they turned the corner and Gwen had to stop walking because she spotted Peter, Mary Jane, Liz and someone else she didn't recognize coming down the escalator.

"Is that…." She started.

"YOUR FRIENDS! Let's go talk to them" Johnny said quickly walking towards the escalator. Gwen gave him a funny look before following behind him.

* * *

"Hey you guys" Johnny said happily "Took you long enough" he said under his breath to Liz.

"Sorry but its Peter's fault" Liz responded pointing at him.

"My fault?" Peter responded with raised eyebrows "You're the one who couldn't find the store"

"Great job Parker now…."

"Hey guys" said Gwen as she reached the small group.

"Hey Gwen" they each said to her with a smile. She smiled at them and then looked at the guy that was standing behind Liz with his hand on her shoulder. He was about 5'7 with medium length black hair, blue eyes, fair skin tone and an average build. He had on a green shirt, blue jeans, and white sneakers.

"Hi…I'm Gwen…who are you?"

The guy held out his hand and she shook it.

"I'm Jason….Jason Ionello. I'm Liz's new boyfriend" he answered with a smirk.

"I didn't know you had a boyfriend Liz" Gwen said turning to her.

"Neither did we" Peter and MJ said at the same time, "Till about 10 minutes ago" they said again, "Weird" they said one more time while looking at each other.

"Creepy" said Johnny.

"He's not my boyfriend yet, he's a prospective….unless of course Johnny wants to weigh in on the decision" she said sweetly going towards him and wrapping her arms around his neck.

Johnny laughed and kindly removed her arms from his neck.

"Sorry Liz I've already got a girlfriend"

"Oh, well then I guess he is my boyfriend then" she said.

"Nice one Liz" Peter and Mary Jane said at the same time again "Stop that!"

"So what are you guys doing here?" Gwen asked looking at them.

"Just hanging out….wondering what the birthday girl was doing on her birthday" said Mary Jane with a smile, "Happy B'day Gwen"

"Thanks, finally I'm 17"

"The first of us to turn 17" said Liz.

"Actually the second, Harry is the first, then it's me, then you, MJ, and finally Peter" she replied.

"Has anyone seen Harry lately?" Liz asked.

They each shook their head signaling that that hadn't seen him.

"Who is Harry?" Jason asked but Johnny just put a hand on his shoulder and shook his head.

"Don't ask" he whispered to him.

"We have to do something about him" Gwen stated firmly.

"Later" Mary Jane replied "Right now just enjoy your birthday"

"I….." she started.

"HEY PETER!"

* * *

The small group of friends turned their head to the left to see two girls their age heading towards them, one of the girls was about 5'6 with red streaks in her dark hair, and the other was a tall dark blonde that was about 5'10 or 5'11.

"Lana? Tabitha?" he said with wide eyes recognizing them.

"Hey it's been a while hasn't it" Lana replied with a smile on her lips.

"Cripes Parker…is there anyone you know that isn't insanely attractive?" Johnny suddenly asked after looking Lana and Tabitha over, both were dressed in semi-Goth like clothes but it didn't do anything to tone down their appeal. Peter slowly turned to him and smirked.

"Well I know you"

A dead-panned look formed over Johnny's face.

"Peter who they?" asked Gwen.

"Oh. Gwen, MJ, Liz, Johnny….Jason. This is Lana and Tabitha. Lana, Tabitha…these are my friends…..and Jason"

"Hi" they each said to each other.

"I already know them, they go to my school" Jason replied smiling at Tabby and Lana.

"How do you know them Pete?" Liz asked.

"From Therapy" Lana answered.

"THERAPY!" Peter's friends exclaimed before turning to him. Peter laughed nervously and rubbed the back of his neck.

"Whoops, was that a secret?" Lana whispered.

"It was…..but not anymore" He replied under his breath to her before addressing his friends "No you guys it wasn't traditional therapy therapy…it was more like…..like…..a group of people…a gathering really….and talking…and…"

"So it was group therapy" Johnny said while laughing "HAHA! This is great, HAHAHA! Now the puzzle is starting become a bit more clear Parker"

Peter hung his head and released a sigh.

"Oh my God….Johnny Storm of the Fantastic Four!" Tabitha exclaimed finally recognizing him.

"Yes, that's me. The Human Torch in the flesh" he responded turning to her, "You a fan"

Tabitha smiled and then suddenly grabbed him and pulled him into a deep kiss, shocking everyone.

"WHAT THE HELL!" Liz shouted pushing Tabitha off of him. Johnny took a small step back and looked at Tabitha, all the while licking his lips and tasting the watermelon flavored lip gloss.

"I see you've mastered the art of French kissing" he said, her only response was a wink.

"WHAT THE HELL ARE YOU THINKING!?" Liz shouted stepping towards Tabby.

"You must be the girlfriend, calm down it was just a kiss, I'll explain" Tabitha replied with a smile on her face.

"No she's not the girlfriend…..I am" came Gwen's voice, she held up her fists and cracked her knuckles "You got about 3 seconds to explain before I knock you out"

"Look, it was a bucket list thing okay. I respect what you hero guys do, Avengers, Fantastic Four…you guys rock with the whole saving people thing. I made a list of people that I was gonna kiss if I ever met them in person, just my little way of saying thanks" Tabitha replied.

Johnny smirked at her answered and put his hand on Gwen's fists.

"Calm down babe it didn't mean anything…..she's just another fan…it happens. Let me guess I was on the top of your list right?" Johnny asked Tabitha.

"No, if we're going by my personal list of people to kiss you're number 5, number 4 is Mr. Fantastic, number 3 is Warbird, number 2 is Thor and numero uno is Spider-Man…the guy has killer abs"

"You aren't lying" Mary Jane added under her breath but everyone heard her, they each turned to her for a brief second "What...she's not"

"REED is before me…and Spider-Man!" Johnny exclaimed in shock.

"Wait hold on, tell me more about this kiss between you and Warbird" Jason chimed only to receive an elbow to the ribs by Liz.

"Look you can't go around putting your lips all over people whenever you feel like it" Gwen said sternly.

"Haha yes I can….I'm hot" Tabitha replied.

* * *

"Tabitha is very…free-spirited" Peter whispered to Lana.

"One of the many reasons why I love her" Lana replied smiling at him.

* * *

Mary Jane just continued to watch the whole scene before her unfold, her eyes drifted to the left to see Lana and Peter smiling at each other and she raised her eyebrows in curiosity.

'_Looks they're more than friends to me…Peter has been holding out on us'_ Mary Jane thought to herself folding her arms across her chest.

* * *

"YOU SKANK!" Liz shouted

"WHAT DID YOU CALL ME!?" Tabitha yelled.

"OKAY PEOPLE CALM DOWN" said Peter getting in-between the two girls hoping to God he could defuse the situation.

"Yeah Peter's right….we have to go anyway, we're meeting some friends of ours. We just stopped to say hi" Lana interjected grabbing Tabitha's arm. Lana glanced down to see her best friend's hand glowing a bit and that only sparked her to get them out of dodge before Tabitha did something rash….like set off her mutant power.

"You're lucky I have somewhere to be otherwise I'd kick your ass for a comment like that" Tabitha growled.

"ANYTIME! ANYPLACE!" Liz shouted back.

As Lana was beginning to lead Tabitha away she glanced over her shoulder at Peter and she caught his eyes. Lana stopped and rushed back over and quickly kissed him on the lips catching everyone by surprise again.

"DID WE NOT JUST HAVE THIS TALK!?" Liz screamed.

* * *

Mary Jane's eyes widen at the two of them kissing and her eyes slowly lowered into a narrowed stare with her lips pursed into a straight line.

'_Who is this girl'_ she thought.

* * *

Gwen was also shocked to see Peter and Lana kissing but unlike Tabitha and Johnny kissing she felt something spark within her. Seeing the two of them in a lip lock made her heart beat faster, her fingers clinch and her teeth grind.

'_Who is this girl?"_ she thought to herself as well.

* * *

Lana and Peter broke away and she pinched him on the cheek.

"I'll call you later okay…bye" she whispered quickly turning and heading back to the still fuming Tabitha Smith.

Peter licked his lips as he watched the two of them walk away and he could help but let a smile curl on his face.

'_Cherry'_ he thought savoring the lingering taste of Lana's lips. Peter turned his head and his smile immediately left his face; from left to right Mary Jane, Gwen, Johnny, Liz and Jason were all staring at him. MJ and Gwen both had death glares on their faces, while Liz had one of impatience, but Johnny and Jason both had large smiles on their faces and looking at him with approval.

"Hahaha….this is awkward isn't it" said Pete lamely.

"Who the hell were they?" Mary Jane, Gwen and Liz asked at the same time.

"As much as I would like to hear all about those two, I unfortunately have some place to be" Johnny interrupted.

"Where are you going Johnny?" Gwen asked looking at him.

"I got a call from Ben and I gotta go to the Baxter Building but don't worry I'll see you later okay" he said while giving her a quick kiss on the cheek, "It was good to see you guys again…Mary Jane, Liz, Parker….and uh….new guy"

"Jason"

"Right, anyway I'm gone…Parker you and I are gonna have to have a long talk later" he said right before rushing off. The group of friends watched him go but once he was out of sight all eyes turned back to Peter who could do nothing but laugh nervously again.

"Haha…..Hi" he said lamely.

"Explain!"

'_Oy'_ he thought

* * *

**1 hour and 30 minutes later**

The small group exited the mall and stood at the front entrance waiting for Liz to pull around with her car so they could all get inside. Peter let out a breath and glanced at his friends….and Jason and they were talking amongst themselves. To say things were still a bit awkward would be an understatement; after the whirlwind that was Lana and Tabitha left Peter was had to explain a few things to his awaiting friends. He had to explain about his trip to the terrible Dr. Sofen's office and Jason backed him up on how terrible she was but of course he omitted a few things…like how she was involved with Dormammu, Baron Mordo and the whole soul stealing incident, and then he had to explain his relationship with Lana….or lack of relationship. He had told them that had only been on one official date…so far. For the most part Liz and Jason accepted what he told them but it was Mary Jane and Gwen who seemed to have a problem. After he had finished explaining they both had a blank looks on their face but he knew them both well enough to know that there was several emotions brimming underneath the surface of those looks. He just couldn't tell what emotion but he knew it whatever it was it was a negative emotion or several that could either be: anger, rage, disappointment, etc….

Peter released a sigh and shook his head.

'_It'll come out sooner or later, but why would they not like Lana….they don't even know her. Or maybe I'm reading too much into it, they are my friends and I kinda failed to mention to them that I was dating. Wait, am I dating…..dating would imply more than one date…..I don't know.' _He thought to himself, he pursed his lips into a straight line and he let his eyes drift towards Gwen, _'If I am dating…..I wonder what's going through her mind about all of this'_

* * *

'_GOD KILL ME NOW!'_ Gwen shouted in her mind. She was talking to Mary Jane and Jason about something but she wasn't really focused on their conversation. Her mind was totally focused on Peter and the recent discoveries she found out about him in the past hour or so. Gwen gave him a quick glance before turning her eyes back to Mary Jane; not only had she found out that Peter was in therapy or had gone to therapy but he was actually back in the dating world. Gwen let her mind move away from Peter and to the girl that had kissed him, Lana.

'_She is definitely not someone I would picture him with'_ Gwen thought to herself _'She looks like the loose type….wait, stop. You don't even know her so you can't really label her like that; you're just pissed because she was all over him. Why am I so pissed at that, if anything I should be pissed at the other girl for kissing Johnny? I am a bit pissed about that but….not as much as I should be. God what is going on with me?' _

* * *

Mary Jane laughed at something Jason said but honestly she could care less, she was more concerned about what was going on with Peter…again, even though she had told herself she wasn't' going to concern herself with him and his problems for a bit but, as usual he again managed to find a way to surprise her.

'_Therapy and he's secretly dating someone'_ she thought to herself while trying her best to stay in the conversation_, 'He did say his Aunt forced him to go….no doubt because of his life as Spider-man affecting his relationships with her'_ she continued to think remembering how he used to be opposed to now, _'God I'm going to tell him I know….tonight…..tonight is the night. No…No I'm not going to do that, what I am going to do though is stick to my earlier plan, focus on me for a while instead of Peter'_ she thought with finality.

* * *

'_God Liz's friends are hot'_ Jason thought to himself, his eyes bouncing back and forth between Mary Jane and Gwen.

* * *

**HONK! **

The small group turned to see Liz pulling up in her red convertible.

"Come on we're going to be late to the movie" she said. Johnny had texted her a while ago saying to bring Gwen by the Baxter Building for the party.

Everyone piled into Liz's car and she stepped on the gas zooming away from the mall.

* * *

**Baxter Building **

**SCREEECH! **Went the sound of the convertible arriving at the front of the Baxter Building.

"Baxter Building, what are we doing here?" Gwen asked innocently.

"Uh…Johnny called me and he wanted me to drop you off here because he didn't want to fly across town again" Liz responded quickly while opening her door and getting out.

"Uh huh" Gwen replied with a smirk as she got out of the passenger seat "More like the surprise party is ready" she answered.

"Crap. When did you figure it out?" Mary Jane asked.

"My first clue was when I checked my twitter and saw a tweet that said Party at Baxter Building tonight, and then I knew something was up when Johnny first took off because if Ben really had contacted him the 4 on Johnny's belt would have beeped. I've heard it enough times to know when it's an emergency and finally just now when Liz said that Johnny didn't want to fly….Johnny always wants to fly….always."

"Well done Nancy Drew, you cracked the case" said Peter jokingly. Gwen smirked at him and playfully punched him in the arm.

Liz laughed at the two and went to the trunk of her car, she opened it and removed three presents and then slammed it shut.

"Since you figured it out no use in hiding these" she said while handing Peter his present and Mary Jane her present.

"Oooo what did you guys get me?" Gwen asked.

"You'll find out once we get inside" Mary Jane replied walking forward and towards the entrance.

* * *

**Baxter Building- 32nd Floor**

Peter, Mary Jane, Liz, Gwen, and…..Jason stepped off the elevator and walked down the hallway passing several other doors and made their way towards the double doors at the end. Peter looked around in wonder mostly because every time he had been to the Baxter Building he had only seen the lab and not this area of the building.

"Hey Gwen….where are we? And I wonder why Johnny was throwing a party here? I mean the last time we were here it wasn't exactly the safest place" he asked.

"We're in the lower levels" She responded "I know what you're thinking Peter but the Fantastic Four and all of their dangerous lab stuff are about 3or 4 floors up. The Baxter Building believe it or not is kinda like an apartment complex. The FF live on the top floors and the rest of the building houses the other government think tank people"

"Cool" he replied.

The group neared the double doors at the end of the hallway and Liz held up her hand.

"Try to act surprised Gwen" she said over her shoulder before knocking on the door.

"YEAH COME IN!" came Johnny's voice.

Liz grabbed the handle and she opened the door.

* * *

**CREAK! **Went the sound of the double doors opening.

The group walked into the quiet, spacious and dark room and suddenly the lights flipped on.

"SURPRISE!" screamed a room full of people.

* * *

"Oh my God" Gwen whispered as she saw all of the decorations and the people, they all cheered and hollered for a minute before the music began to thump throughout the large room.

Johnny went over to them with a huge smile on his face.

"So are you surprised?" he asked

"Surprised would be an understatement" Gwen replied "But who are all of these people Johnny?" she asked.

"Wha….friends from school. I told Liz to invite all of your friends" he answered turning to Liz.

Liz bit her bottom lip and then smiled innocently.

"I may have gone a bit overboard and invited everyone from our class" She said.

Gwen couldn't help but shake her head.

Johnny suddenly perked up as he heard his favorite song begin to play.

"I love this song; come on birthday girl you and me on the dance floor." He said quickly grabbing her by the hand and leading her away "Guys presents on the table over there" he added over his shoulder before disappearing into the crowd of teens.

Mary Jane eyed the bumping party and all of the tension she was feeling earlier began to melt away.

'_This is exactly what I needed'_ she thought. She looked down at the present in her hand and she handed it to Peter without looking at him, "Could you handle this for me please Pete…I love this song too"

Mary Jane let a smile grace her lips before she too disappeared into the throng of partying teens.

"Uh sure MJ..." Peter started.

"Peter could you handle my present too thanks…come on Jason" Liz added quickly grabbing Jason by the arm and tugging him towards the dance floor.

"Yeah…..I'll just deal with…. the presents" he said under his breath watching them leave as well. Peter looked to the right and he started for the table that was full of presents.

* * *

**Across Town- Around the Same time**

Harold Osborn pulled the hoodie tighter over his head as he walked down the sidewalk in the seediest part of town. He kept his eyes focused in front of him but he was aware of his surroundings, glancing every now and again to the left and right making sure that no one in this part of town was able to recognize him.

Harold turned the corner and he came to a stop when he saw a semi-abandoned apartment building; it was rundown with half the windows boarded up or busted, in front of the building there was a low hanging sign that had only had three letters remaining on it.

'_This is the place'_ Harold thought in his mind walking towards the building.

* * *

There were surly characters walking past or hanging around the building but none of them paid any attention to Harold as he ascended the steps and entered through the wooden broken door.

'_3__rd__ Floor'_ he thought to himself.

* * *

**3rd Floor**

Harold had to hold his nose for a bit to block out the rank smell, he walked through the trashed hallway until he arrived at apartment door number 335. Harold looked down the left and down the right and he didn't see anyone so he knocked on the door.

**KNOCK! KNOCK! **

"WHO IS IT!" came a shout

**KNOCK! KNOCK!**

"WHO IS IT!? ARGH! YOU BETTER HAVE CASH!"

Harold heard footsteps followed by the jingle of a few locks. The door in front of him opened a bit and a man reveled himself. He was about 6'0, with black hair, brown eyes, dark tan skin and mustache on his face. He was a man in his mid-thirties and he was wearing a black expensive button down shirt, white expensive pants and black shoes. He definitely didn't look like the kind of person that would be living in such a rundown place.

"Who are you" he asked in a gruff tone.

"**Blackie Gaxton**" Harold stated

"That's who I am. I asked….who are you?" he repeated.

Harold smirked and reached into his hoodie and removed a rolled up wad of cash.

"A customer"

Blackie looked at him and then at the money, he closed the door and unlocked the chain and he opened the door wide.

"Come on in"

* * *

**Inside**

Harold was taken aback for a second because the inside of the apartment was made up very nicely. The apartment had an expensive rug, 50 inch flat screen TV, along with a luxurious couch that had two men in suits with guns were sitting on. The two gangsters looked up at Harold for a second before going back to watching TV.

**SLAM!**

Harold turned to Blackie who closed the door.

"How did you find me?" Blackie asked.

"I was asking for something very specific and word is you can provide me with what I need"

"And what do you need?" Blackie asked.

"Medication"

"Pain?"

"The kind of medication that keeps the voices and visions out" Harold said pulling his hood down over his face a bit more.

Blackie smirked and he walked passed Harold.

"Follow me"

Harold sucked in a breath and he followed behind him.

* * *

**Baxter Building 2 and half hours later- Ben's Room**

**BUMP! BUMP! BUMP! BUMP!** Went the sound of the music bumping from 3 or 4 floors down.

Ben Grimm put his cigar out in the ashtray and he grabbed the broom that was next to him and he jammed it into the floor several times.

"HEY! KEEP IT DOWN! YOU BRATS ARE DISTRACTING ME!" he shouted.

"Naaaah don't blame them Ben…you're loosing all on your own" said his fiancée Debbie Green.

The two were currently in the room that they shared with each other and they were playing a very intense game of strip poker. So far the happy couple was about even and they were both down to their undergarments with Debbie in matching bra and panties with the Fantastic Four logo all over it and Ben in his Fantastic Four logo Boxers.

"I ain't losin Debs you are" Ben replied smirking at her.

"Correct me if I'm wrong but you're the one that lost the last hand"

"Yeah I might've lost that hand but you're losin this one...ACES FULL OF QUEENS! FULL HOUSE! NOW STRIP!" Ben shouted putting his cards on the circular poker table and leaning back with a satisfied smile on his rocky face.

Debbie looked at the full house and she smiled a sweet smile.

"I'll admit it's a good hand Ben….but not good enough to beat a FOUR KINGS!" she yelled slamming her cards on the table.

Ben leaned forward and gawked at the Four of Kind on the table before smacking himself in the head, he looked up at her and she had huge smile on her face.

"STRIP!"

* * *

**Reed and Sue's Room**

**BUMP! BUMP! BUMP! BUMP! BUMP!** Went the loud music.

"WHAT!" came Sue's voice.

"I said how about Todd Richards?" Reed called again out from the king sized bed that he shared with his fiancée Susan Storm.

"Pass!" Sue yelled from the bathroom.

"Alright, how about William Richards?"

**BUMP! BUMP! BUMP! BUMP!**

"WHAT!" Sue shouted.

Reed let out a sigh and rolled his eyes; suddenly he made his neck stretch upwards and then stretch towards the bathroom.

* * *

Sue spit out the toothpaste from her mouth and then looked to the left to see Reed's head right next to her.

"I said what about William Richards?"

"William Benjamin Storm-Richards, Bill Richards…Billy….Pass" she said while wiping her mouth.

"Well I'm all out of ideas then"

"I have an idea on a name for our son" said Sue suddenly.

Reed looked at his fiancée and he noticed the sudden shift in her mood.

"What is it Sue?"

"I want to name our son Franklin, after my father" she said looking down at her visibly swollen abdomen, she slowly reached up and placed a hand on the baby bump. Reed could see how much naming their unborn child Franklin meant to her, growing up all she and Johnny had was their father. He was their best friend and their rock, that is until he was stolen away; until he was killed the power crazed Victor Von Doom or Doctor Doom as he called himself almost 2 years ago. Reed released a sigh and raised his stretched head up to her face and gave her a comforting kiss on the forehead.

"I love it. Franklin Benjamin Storm-Richards…..Franklin Richards. It's a nice strong name."

Sue let a smile grace her lips as she turned to him.

**BUMP! BUMP! BUMP! BUMP! **

The two let out a collective sigh as they heard the loud music bumping.

"You just had to say yes to his party Reed"

"He is very convincing when he wants to be" Reed replied referring to her younger brother Johnny.

"How long is this party going to go on?" she asked while exiting the bathroom.

"For about another hour…..or until Ben gets tired of them and chases them off"

Sue let out a laugh while lifting the covers to their bed and getting in next to Reed who retracted his neck.

"If the music keeps going the way that it is…I'm pretty sure we've only got another 30 minutes until that happens"

The couple let out another laugh before they snuggled next to each other happy and content.

* * *

**Gwen's Party**

Peter stood to the side next to the punch table and he looked at the party that was in full swing and it had been for the past 2 and a half hours. Everyone was having a good time, the music bumped so loudly that it felt like his eardrums were about to explode; but it seemed like he was the only one that it bothered because everyone else loved the loud music. Peter looked at the punch bowl and he got himself some punch, he took a swig but had to spit it out because it was more liquor in the punch than punch.

'_God that's aweful…..great, someone spiked the punch'_ he thought to himself putting the cup down. Peter gagged for a second before clearing his throat, he let out a sigh and he looked around the room again. He spotted Jason and Liz dancing all over each other, he looked towards the left and he saw Mary Jane surrounded by several guys. He looked at her and he saw that she was a woman that was lost in the music…dancing her heart out.

'_Well at least they're having a good time, and you should be having a good time too Parker and yet here you are. Get out there….just relax, ugh…I can't relax…too much stuff is going on' _

Peter released another sigh and he searched the crowd again but this time his eyes landed on Johnny Storm. He was surrounded by guys and girls who were cheering while he was doing party tricks with his fire powers. Peter just looked at him and at the huge smile on his face as he soaked up all of the attention.

'_It must be so easy to be him'_ he thought _'Maybe. Maybe the Fantastic Four have got it right….maybe exposing my identity to the world is the right move. Yeah… right'_

"JOHNNY! JOHNNY! JOHNNY! JOHNNY!" the crowd chanted.

'_Oh God, I need some air'_ he continued while turning and walking away, _'There isn't a balcony on this part of the Baxter Building….so I'll just have to find a bathroom or something and use the window to make a haste escape'_

* * *

Peter maneuvered through the crowd until he was able see a door that looked like belonged to the bathroom but there was a huge line of people at the door waiting to get in.

"Great" he said under his breath, Peter chewed his bottom lip for a second before he looked at the double doors he came through. He quickly made his way over to the double doors and he left the party.

* * *

The hallway was filled with a few teens that were in fierce lip locks or sitting on the ground laughing, talking and greedily drinking the punch. He swiftly passed them and he kept looking for anything that resembled a bathroom door.

Finally after what seemed like forever he found a door that was cracked open and he could see a bathroom sink inside, so he quickly opened the door and went inside closing it behind himself.

* * *

**Bathroom**

"Occupied" came a voice.

Peter turned around to see Gwen Stacy sitting on the toilet seat but the lid was down. She wasn't using the bathroom but she was sitting there leaning against the back of the toilet with her legs crossed, arms folded across her chest.

"Gwen?"

"Peter?"

"What are you doing in here?" they asked at the same time, the two looked at each other with a blank look for a second before Gwen gave him the gesture to go first.

"I was just trying to get some fresh air." He answered.

"Fresh air…..in the bathroom?" she asked with raised eyebrows. Peter mental smacked himself realizing his mistake; he laughed nervously and rubbed the back of his neck.

"Well I was going to crack the window" he joked "So why are you here…aren't you missing your party"

"Up until about 40 minutes ago it was my party but then it turned into the Human Torch's party, seriously if ask anyone in there now why they're here, they'll tell you it's because the Human Torch is throwing a party" she scoffed.

"I'm sorry Gwen, must be a major bummer" he replied

"Not really, I kinda expected it a bit when I saw all of those people in there start flocking towards him."

"You mean our classmates."

"Half of them I don't even know, they see him and they are automatically drawn in" she said releasing a sigh.

"It's just because of his powers and because he's part of the Fantastic Four"

"You're right that's one part but the other part is because of his larger than life personality which is completely natural. Sue has told me that Johnny has always been the one to be the center of attention. It's okay though, it was the thought of throwing me a party that counts"

"You didn't want a party did you" Peter suddenly asked. He had been looking at her body language while she was talking and from the way she was sitting and from the mere fact that she was in the bathroom instead of enjoying herself could only mean that she didn't want a birthday party to begin with, "That's why you're really in here isn't it""

"It's not that I didn't want a party its just… I would've been more comfortable sharing my birthday with my close friends. I would've liked it if was just us hanging out all night and maybe watched the sun come up….that would've been a perfect birthday to me"

"You should've told Johnny" said Peter.

"I would have if he would have asked; but he didn't….he's not really the asking type. He's more the….."

"Spontaneous type" Peter finished smirking a bit, thinking about his own encounters with Johnny Storm and his jump first ask questions later approach to most situations. He rubbed his neck again and he went towards the edge of the tub that was in the bathroom and he positioned himself on the edge to where he was in front of Gwen, "I guess that's the problem in dating people like Johnny, spontaneity…..unpredictability, you never know what's going to happen on the next page right" he said with a smile on his lips.

"Well it's better than being a blank page" she stated quickly.

Peter stared at her and the smile on his face slowly went away, he could read between the lines well enough to know that her last comment was directed solely at him and how when they used to date he used to keep secrets from her all the time and slip away for hours on end; keeping her in the dark about a large part of his life and coming off as an unreadable person. He lowered his head a bit and he let his eyes drifted towards the tile on the floor.

"I wasn't a complete blank page Gwen" he replied still looking down.

"Okay, I'll give you that….you weren't a complete blank page but half the damn words were blotted out with a black sharpie. If anyone were to look at the book they know that they weren't getting the full story only half….which isn't enough. At least with spontaneity…the whole story is there…albeit with a few twist and turns along the way"

"I'm sorry Gwen" Peter whispered rubbing his neck again.

Gwen looked at him and heaved a sigh, she didn't mean to dig this stuff up again but she couldn't help it…she had been thinking about him for a while now and these strange conflicting feelings had been springing up at the oddest of times and now was one of those times. Gwen uncrossed her legs and she leaned forward a bit, she slowly reached with her left hand and placed it on his head and ran her fingers through his hair.

"You….You don't have to apologize Peter…I'm…I'm sorry for bringing it up…we're past it. It's in the past, we've both…. moved on with our lives….to different people who are more suited for our…needs. We're both in better places" she said softly.

Peter listened to her words but for a second he swore he could hear doubt in her voice, he raised his eyes from the floor and he looked at her and there it was….he could see it plain as day….the doubt in her eyes.

"Do…..Do you truly believe that?" he asked.

"…..I want to…I really want to" she answered back in a whisper.

Peter and Gwen sat their staring into the others eyes; both could see the absolute longing that they had for each other. Peter could see it in Gwen's eyes…she wasn't over him and just like he realized that he wasn't over her. This was his chance…this was his moment in time to when he could get Gwen Stacy back in his life as his girlfriend. All he had to do was tell her that he was Spider-Man and then kiss her on the lips and all would be right for him in his world.

'_This is it Parker…..tell her. Tell her right now you can do it…. she can handle it'_ he thought frantically _'If she can handle Johnny being with the Fantastic Four... she can handle you being Spider-Man. TELL HER!'_

Peter scooted further a bit a reached up with his left hand and cupped the side of her face in his hand affectionately. Gwen closed her eyes briefly enjoying the feel of his hand against her face again. Peter could feel the words on his lips….everything ready to spill out….things he had been dying to tell her for so long but…. he hesitated….he held them back.

* * *

Gwen didn't plan for this to happen, she didn't plan to be here with Peter but it seemed like the universe had other plans. She adored Johnny and in time she could see herself ending up with him but when she looked into Peter's eyes and when she felt his hand on her face an intense spark flooded her…..made her feel alive and she knew that the same spark flooded him as well. His eyes couldn't lie.

'_I'm not over him'_ she stated in her mind and like that realization hit her like a ton of bricks and the source of her conflicting emotions became clear. All of this time she had been telling herself that she was over him but she wasn't and this moment between them proved that even more and they both knew that this was a moment where two things could happen. Either they would get back together or…they wouldn't and if they didn't seize this opportunity then they both knew that it might not come again. She opened her eyes and looked at him; she could see that he wanted to tell her something…it was brimming on the edge of his lips ready to spill out but he held it back. She continued to look into his eyes and she could see what was holding him back…..it was fear. Whatever he was holding back he was holding back because of fear. Picking up on it she reached up and put her hand on his cheek in a reassuring manner.

"Hey…it's okay...you can tell me." she whispered.

"I'm…I…Gwen…I-I…I'm…..Sp….Sorry" he said wistfully.

Gwen's eyes widen a bit and she looked at him with slight shock. He averted his gaze and he gritted his teeth.

"I can't….I-I can't."

Peter let out a heavy sigh while leaning forward a bit more and gently placing a kiss her on cheek.

"Happy Birthday Gwen Stacy" he whispered in her ear before quickly getting up from the edge of the tub and leaving the bathroom closing the door behind himself.

Gwen stood up from the toilet and she went to the door with the intentions of going after him but she stopped herself and she placed a hand on the door.

'_No, he's made his decision'_ she thought wistfully.

* * *

**Hallway**

Peter leaned against the bathroom door gritting his teeth in anger.

'_GODDAMN IT!'_ he shouted in his mind pushing off of the door and heading towards the elevator.

He rapidly pressed the button trying to will the Elevator to arrive.

**DING!**

The elevator doors opened to reveal Ben Grimm in his Fantastic Four bathrobe.

"BEN!" Peter exclaimed.

"Outta the way I'll sign ya autograph later" he growled gently moving Peter to the side. Peter watched him stop away down the Hallway.

"AW'RIGHT JOHNNY! THIS PARTY IS OVER!" he roared at the top of his lungs.

Peter paid him no attention and quickly got onto the elevator and pressed the door close button.

* * *

**Elevator**

'_WHY DIDN'T YOU TELL HER PARKER!? GOD! WHAT IS WRONG WITH ME! SHE WAS…..I WAS…WE COULD BE….AHHHHHHHHHHHHHHHHHHHHH!'_ he shouted in his mind while breathing heavily.

Peter let out a growl before curling his fist. He whipped to the right and unleashing a powerful punch, his fist caved the metal siding inwards leaving a fist shaped dent in the wall. He took a step back and took a few deep breaths trying to calm himself. He managed to calm down a bit and he looked at what he did.

"Damn it" he cursed under his breath.

**DING! **

The elevator doors opened and Peter briskly walked out of the elevator; through the lobby and to the outside.

* * *

**Outside**

Peter took in a few deep breaths of the cool summer night air trying to calm himself down even further but it really wasn't helping. His mind still stuck on that moment between him and Gwen. He rubbed his eyes in frustration while gritting his teeth again anger. Peter opened his eyes and he heaved a sigh before he started off down the street and walking away into the night.

* * *

**Osborn Mansion- Study**

Harold Osborn stood in the office room study that he usually occupied staring upwards at the portrait of his father Norman Osborn. The young man pursed his lips into a thin and narrowed his eyes before looking down to his hands that held the orange pill bottle that was given to him by the shady drug dealer Blackie Gaxton.

"Make me Proud Son" Norman's voice echoed throughout the study.

Harold's head whipped up and he looked at the portrait again, he let out a growl before popping the top. He poured out two pills into his hand and then he tossed them into his mouth and swallowed them whole.

* * *

**End Chapter: Read and Review- Hey readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter, I know that a lot of you were waiting on another chapter like this where Spider-Man wasn't really the main focus but Peter and his personal life. I tried to touch upon everyone in his inner circle so I hope everyone got to see who they wanted and I hope that you all liked the way that I'm portraying each relationship and I hope that you all are eager to see how each develops more and changes over the course of the story. Also, a friend of mine pointed out that the Mary Jane portion of the story may be a bit confusing so I'll elaborate a bit more. The best way I can explain it is like this…have you ever just thought about something or was just worried about something day after day for a long period of time and suddenly one day you just got fed up and you just decided you weren't going to worry about it anymore. That's kinda of what is going on with her. She's been dwelling on Peter's secret for so long that…that she's just fed up and wants to forget or at least ignore it until it goes away, (I tend to do that alot, ignore some stuff with hopes of if going away…mostly with cleaning…..you readers should see my Apartment LOL!) and the way she's going to ignore that is by throwing herself into stuff that she likes…like acting…and….as you saw in the chapter PARTYING! (HINT for something later down the line). If any of you are still a bit confused or want a better description just send me a PM and I'll try to explain it a bit better. As with all of my stuff this chapter of course was supposed to be longer….I cut a few things out but don't worry I'll probably add it in at some other point either in a flashback or in an entirely different way. How many of you were surprised at the small Peter/Gwen towards the end of the chapter….HAHA! You're gonna have to keep reading to find out what's going to happen. Last thing…I tried to balance this chapter out with Humor and drama so I hope I succeeded. If anyone has any questions, comments, or rants feel free to leave it in the review or send me a PM and I'll get back you ASAP. This is Nomad88 saying Later…**

**Ps: The copy/paste method of recovering my chapters is going rather well, and you readers will be happy to know that I'm actively correcting Batman Beyond Volume 1. At my current pace it won't be long before I could possible end up finishing that story. Again I'm sorry that I'm keeping all of you hanging on the edge with story. I know you all want me to finish it and believe me I want to finish it too but I also want to finish this volume of Spider-Man. So many things to do so little time…..anyway my readers please keep being patient with me that's al I ask and I promise you won't be disappointed. Cool. This is me saying Later…**

**Next up: Gang War: The Start of a Bloodbath**


	68. Gang War: The Start of a Bloodbath

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back again back again with another exciting chapter for you in this epic tale of mine. As always I wanna first say that I thank each and every one of you readers and reviewers, I appreciate all of you taking the time out of your busy schedules and not only reading this story but also reviewing. I want to assure you readers that I will keep on striving to make this story the best spider-man tale ever told and I hope to never disappoint any of you. A little warning before hand though this chapter kinda pushes the T rating a bit…a lot of blood and stuff. Since that's out of the way I think I've done enough talking but before I go I would just like to say one last thing please keep Reading, REVIEWING(A writer's main source of motivation) and ENJOYING!**

* * *

**Chapter 60: Gang War: The Start of a Bloodbath**

**Streets of New York: 3:35 am**

Parked on the next to a curb on the street was a black police issued Crown Victoria that belong to Lieutenant Terri Lee. Terri was sitting in her car waiting patiently and along with her was her friend, ex-partner and current Captain, George Stacy. The two had been sitting in the police car for the past thirty minutes and as each second ticked away George was getting more and more impatient. The hardened Captain looked to his left and he released a frustrated sigh.

"Terri I'm getting tired of waiting" he snapped.

"God, George relax alright….jeez" Terri replied calmly to him, "I thought as you got older you're supposed to develop patience"

"I'll develop patience when I know why we're out here…at….3:30 am"

Terri bit the bottom of her lip before turning to face her ex-partner.

"Ever since our talk, I've been thinking about how we can stop this war in its tracks before it gets even further out of hand."

"So have I"

"I know, but I think I've come up with an idea."

George's interest piqued at the mention of her having an idea, he raised his eyebrow and he listened intently.

"After you explained everything about Fortunato and the Punisher, I went out and I got in contact with one of my informants"

"You're running an undercover operation aren't you." He stated more than asked, catching on rather quickly to Terri's plan.

"Something like that"

"Terri whoever you're informant is you're putting him in danger"

"No more danger than he's used to trust me. Freak is a junkie low life but..."

"Freak?" George questioned.

"Yeah that's his name. Don't ask it would take too long to explain" she replied turning her attention back to the streets searching for her informant, "Look George your method of doubling the cops on the streets is good and all but for something like this we need some ears to the ground. We need people who can get into the places we can't and get the information that we need"

"And…Freak can do that?"

"Yeah, like I said he's a junkie low life but he usual gives me good intel; remember that case we had a few years ago with the cult of killers"

"I could never forget" he replied.

"Well Freak was the one that gave me the tip on where to find them" she said.

George released a sigh and folded his arms across his chest.

"I'm guessing since we're here Freak has something."

"He called me saying he had the scoop of a lifetime"

"Let's hope so. I hate to be out here for nothing, and I hate to leave Gwen alone at this time of night"

Terri glanced at him from the corner of her eyes trying to read his mood, since their talk his mood had improved quite a bit; he was no longer rigged and distant. However long he had been holding the weight that guilt inside of him must weigh a little less now that he was able to talk to someone about it.

"She's a tough one, she'll be fine" Terri said reassuringly.

"Hmph" George grunted in response. He looked straight ahead and he saw someone walking towards them.

"Head's up" they both said at the same time.

"Is that him?" George asked.

"Yeah, that's Freak"

* * *

Walking down the semi-empty street was a man that went by the name of **Freak**, his name wasn't always Freak but he had been going by that name for so long that it might as well be his given name. Freak was in his early thirties and had unkempt brown hair, droopy brown eyes, pasty white skin and extremely chapped lips. He had a very skinny build that suggested that he didn't eat a lot, and not only that he had ripped, dingy jeans, a holey white faded shirt, with a jean jacket thrown over and old brown shoes that had loose soles so they flapped a bit when he walked.

Freak rubbed his runny nose and scratched his neck while cautiously looking around in every direction making sure that he wasn't followed.

Freak eyed the familiar looking police car and he made his way over, quickly opening the backseat door and getting inside.

* * *

"Oh God what is that smell" George gasped in disgust while grabbing his nose.

Terri blocked her nose as well but she turned around in her seat to face her informant.

"Detective Lee" said Freak in a light scraggly voice while scratching his neck.

"Freak when was the last time you took a bath?" she asked disgust evident in her voice.

"Few days ago…Why?"

"Because you stink" George growled turning around to face him.

"Who's he?" Freak asked pointing at George and not really paying his comment any mind.

"A friend" Terri answered "Now what do you got for me?"

"You got da money"

Terri let out a sigh and then dug into her jean pockets and she pulled out two crisp 50 dollar bills and held it up. Freak's eyes lit up at the sight of the money and he reached for it but it was snatched away by Captain Stacy.

"Information first….money second; Talk" he snapped.

Freak grumbled under his breath and leaned back in his seat closing his eyes briefly, he heaved a breath while grinding his teeth. He needed a fix badly but he had run out of money which is why he called Detective Lee, he knew that she paid well for information. Freak forced himself to calm down and he got his thoughts together before opening his eyes and looking at George and Terri.

"Alright Alright...look, da streets are crazy right now. Everyone is trying to keep their heads down and out of da way of da Kingpin and this new guy Fortuna"

"Fortunato" Terri and George corrected.

"Yea him"

"Yeah we know that already Freak, give us something useful" said Terri impatiently.

"Okay Okay….guys in robes…uh…uh...Ninjas."

"Ninjas." George and Terri said at the same time again.

"Yea just like da ones you see in dem old Chinese flicks or Chinese history books"

"Ninjas are Japanese" Terri corrected.

"Whatever, da Kingpin is using ninjas to kill off Fortunato's men and…."

"Freak we know this stuff already" George interrupted, "Despite the fact that I find it hard to believe in ninjas we've been hearing rumblings of them already this is nothing new. We need something new"

"Yeah you called me saying you got something big and so far you've given me nothing. In about 60 seconds I'm gonna kick you out of my car and use that 100 dollars to pay my credit card bill"

Freak gritted his teeth and again and began to rock a bit wracking his brain trying to find something useful to tell them so he could get his money. It took him a few seconds but something crossed his mind and a smile crossed his chapped/cracked lips.

"There's a meeting being held today at 10" he said looking up at them. George and Terri perked up at the intel and they leaned forward a bit.

"Meeting?" George questioned.

"Yea, earlier I was with my buddy Flynn. He works at his mother's restaurant over on the lower eastside and he was telling me dat both of his moms were being total bitches and getting on his case to be sober because they had important clients coming over to their restaurant and he needed to work da day shift."

"Who is the meeting between?" George asked eager.

"All he said was that Don Maggia is supposed to be there…"

"What's the name of the Restaurant?" Terri asked.

"Um….Uh….damn, what's it called…uh…Oh, Puchelli's

George pursed his lips into a line and he thought hard on the information just given to him by Freak. He turned to Terri who had the same look of concentration on her face that he was sure that was on his own. She signaled with her head to give him the money and George rolled his eyes and let out a sigh before he held up the money.

Freak quickly snatched the money from him and got ready to get out of the car but he was stopped by Terri calling his name.

"Freak"

"What?" he replied impatiently.

"Save that money and check yourself into Rehab"

"Yea, I'll do that right now" he said getting out of the car.

"CALL YOUR GRANDMOTHER SHE'S WORRIED ABOUT…."

**SLAM!**

* * *

Terri released a sigh and turned in her seat, she watched Freak briskly walk down the sidewalk and off into the night. She shook her head slowly for a second before turning to George who still had a pensive look on his face.

"So do we run with this?" she asked.

"I'm thinking, we're not really after Maggia and whoever he's meeting with…we're after Fortunato or the Kingpin but you would think that….."

"Maggia would know more about what's going on than Freak" Terri finished.

"And may know how we could stop it"

"But…you're willing to deal with that slimball Don Maggia?" she asked.

"I'm willing to do what it takes to end this war….and find Frank."

Terri looked at him and at the mention of Frank's name his mood shifted again.

"Alright….I'm with you then. If the meeting is at 10 that means we're gonna have to find someway to get a bug in that place before the meeting. A good bug seeing as how we don't know how many people are going to be there or where they'll be sitting"

"It's about 3:45am so we got some time. Let's get back to the precinct…I'll put in a call to the tech boys. We got an operation to plan"

Terri nodded her head and started up her car; she stepped on the gas and zoomed off into the night.

* * *

**Fisk Tower**

Vanessa Fisk let out a contented sigh as she settled further into her Jacuzzi; she took a long sip of her champagne and let a smile grace her face.

**CLICK! CREAK!**

Vanessa turned her attention to her double doors and she saw Bullseye stroll into her luxurious penthouse/office. The crazed killer continued walking towards her and he came to a stop at the edge of the Jacuzzi, he stared at her leering at her naked form but Vanessa wasn't bothered by his leering.

"News for me Bullseye?" she asked looking up at him.

"A lot of people are angry at you" he answered folding his arms across his chest, "And there's a lot of talking going on"

"Comes with being in charge" she said nonchalantly "Who's talking the loudest?"

"Other than Fortunato, Don Maggia, Chompoti, and Buotoni, apparently they didn't take their punishment very well" Bullseye said smirking a bit.

Vanessa grunted a bit at that news. After the whole Electro incident and Buotoni ratting to Vanessa on the other families Vanessa retaliated by increasing the money they paid her and by killing off a few of their family members as punishment for even thinking about siding with someone else besides her. However, it seems that the punishment backfired a bit and has angered them to the point of wanting to break away from her completely and it didn't help that she was in a war with Fortunato.

"What have they been saying?" Vanessa asked her smile leaving her face.

"According to your rat Buotoni…There's a meeting today at 10 at a restaurant over on the Lower East Side. Word is that there's going to be a lot of talk about officially siding with Fortunato and not only that either he or his son is supposed to be at the meeting to iron out the details"

The happy mood Vanessa was in drifted further away from her at Bullseye's last statement. The Kingpin cursed under breath and angrily grabbed her champagne and chugged the last little bit in the glass before setting it back down.

"They will never learn will they?" She growled "I'm the only power in this city"

"You're going to have to kill Fortunato, that's the only way they won't break away. Right now they see him as out from under you" Bullseye said offhandedly.

"Tell me something I don't know." She snapped.

A long silence passed between the two with Bullseye still leering at the obviously beautiful woman before him and Vanessa deep in thought about how she was going to handle the Fortunato situation. The man and his people were proving to be a thorn in her side. No matter how many of his men her ninja slaughtered he still kept popping up and making plays for her _'disgruntled'_ employees as it were and it looked like the man's resilience has finally paid off. She knew that Don Federico Buotoni was on her side but the man was a sleaze and he's still pissed off at her as well because she disagreed to the price reduction that she took out of his business dealings, so his loyalty could change at any moment. The other two Don's Maggia and Chompoti are a lock to join with Fortunato because of the way she had been hammering them….her punishments may have been a bit severe…but in her eyes they were necessary, and now they needed to learn another lesson.

'_If they thought it was bad before….then they haven't seen anything yet'_ She thought to herself angrily. She looked at Bullseye and she smiled at him.

"We know when the meeting is taking place and we know who's going to be there right"

"Right"

"Well I want you and the hand ninja's there and I want you to do a very public execution. Whoever is there whether it be Vincente himself or his bastard son I want you to kill him and make sure the other Don's see you do it. Also I'm going to make a call to our associates at the newspaper and television studios. I think the other Don's could use a little bad press" she said her smile returning to her face.

"Fine, I'll take care of it babydoll. Anything else?" he asked.

Vanessa smirked and raised her hand and made a come closer gesture.

"Get in here" she commanded.

Bullseye let a smile grow on his face and he began to take off his jacket and clothes.

* * *

**Stacy Apartment- 5:10am**

"I want this done as quickly and quietly as possible am I clear…we only have another five hours until that meeting. Good. I'll see you guys then" said Captain Stacy before hanging up his phone. He leaned back into his couch and he let out a tired sigh, George turned to the left and he eyed his visibly tired ex-partner Terri Lee.

"It's a go, we should be set for the operation" he told her. Terri nodded her head and let out a loud yawn.

"Good, I just talked to a few of my sergeants and they are a go as well. Everything is ready….except one last thing" she said

"What?" he asked.

"I think we need to have the kid there for back-up" she replied firmly.

"Terri…" George started.

"Listen to me…do you really think Fisk doesn't already know about this meeting?"

"She couldn't…if she did she would've done something about it or they wouldn't even be meeting"

"Come on George…..Fisk is a crafty Bitch just like her husband. They have always been one step ahead of us…so I wouldn't put it past her to already know about everything…even about us putting together this operation"

"Terri you're reading too much into it"

"Am I?" she questioned "George, I know you've fallen into the Captain role quite nicely but don't ignore your detective skills and don't ignore your gut. My gut is telling me that we need an X-factor….and the kid is it, just a little edge…a just in case. He can just hang back in the background"

George rubbed the stubble on his face and quickly stood up; she had a point, a point that he didn't want to acknowledge but brought firmly to his attention. The Kingpin was a crafty person, always one step ahead and this meeting could be no different. She could already know about everything and have something set up or she could genuinely not know about it; it was a fifty- fifty chance and just like Terri stated it would be nice to have another element on their side just in case something were to happen. George paced the room for a second trying to find someway to dispute what Terri said but he couldn't and so he came to a stop and he turned to her.

"Terri…all of this time I've been trying to keep him out of danger and for me to go back on my word and put him directly in a potentially dangerous situation"

"No more dangerous than the situations he usually finds himself in….why do you find it so hard to trust him?" she asked.

"It's not that I don't trust him Terri….I do, it's just…..he reminds me of Gwen. I think he's around her age and I keep thinking to myself what if it was her. What if she was wearing a mask and swinging around New York and getting herself into who knows what…I would want someone to talk her out of it…not put her into more danger."

Terri sighed herself and leaned further back into the couch; she rubbed her tired eyes and shifted a bit in her seat.

"George I get it…I do, but Spider-Man has proven he's capable of taking care of himself. I don't particular like sending a kid or teen into danger either and if he was any ordinary teen I wouldn't even be bringing this up but….he's not an ordinary teen now is he…"

"Doesn't matter"

"It does"

"No, I don't want him there"

"Desperate times call for desperate measures; and George just earlier you were telling me that you were willing to work with that sleaze Don Maggia…..if you're willing to do that why can't you be willing to work with Spider-Man."

George stared at her and she stared back at him. He folded his arms across his chest and a thoughtful look appeared on his face after that question. It was a good question, he was willing to work with a criminal who has done nothing but horrible deeds and yet he refuses to work with someone that's actually trying to do some good. A contradiction if there ever was one.

Terri let out another yawn and then checked the time.

"Crap, I gotta go. I have just enough time to get home and catch about an hour or 2 of sleep before tomorrow" she said standing up.

"You can sleep here if you want Terri" George said

"Thanks but I have to get a new set of clothes. Anyway George think about what I said"

Terri grabbed her belongs and she headed for the door, she unlocked it and then left the apartment waving at George before she left. George closed the door behind her and he locked it back.

The hardened Captain rubbed his neck tiredly so he started for his bedroom.

* * *

On his way to his room he stopped by his daughter's door and he gently grabbed the knob then slowly opened the door. He stood there for who knows how long just staring at his sleeping daughter Gwen Stacy. She was everything that he held dear in the world, if anything were to ever happen to her he wouldn't know how to go on, he would cease to have a reason to live.

He heaved a sigh and leaned his head on the door frame.

'_He's just a kid…probably no older than Gwen, I can't…sigh, but if I don't…God help me' _he thought to himself while gently closing her door.

* * *

**Parker Household- 5:15am**

**BUZZ! BUZZZ! BUZZZ!**

A hand reached from under the covers and grabbed the vibrating cell phone on the night stand. Peter picked up the phone and answered the call.

"This better be good" he mumbled sleepily.

"Did I wake you up kid?" came the unmistakable voice of Captain George Stacy. Peter's head shot up as he heard the voice, he sat up in his bed and glanced at the time on his clock.

"No, No you didn't wake me I was already up" he replied.

"Right"

"How did you get my number?" Peter asked.

"I saved the unknown number you always call me from. You may have blocked the caller Id but the redial function works fine" Captain Stacy replied.

Peter lightly smacked himself in the head for not thinking about that.

"I have to say though Captain….I'm surprised. I always call you…..you never call me….so this must be important"

"Terri and I think we may have a way to stop this gang war…..but we may need some back up"

"And I'm the back up"

"Yes, but all I want you to do is hang back…..we'll take point you just stay hidden if I need you I'll call you" Captain Stacy added quickly.

Peter scrunched his face up a bit and he thought about what Captain Stacy was telling him to do, he realized that this must've been a hard call for him to make seeing as how he hasn't really asked for help too much. He's always been trying to keep him out of _'danger'_ but now he was asking him to assist on a potential operation to end the gang war. Peter knew that he could argue but he decided to compromise and just agree.

"Fine….I can do that" he replied, "Where do you need me?" he asked.

* * *

**Brooklyn- 5:50am **

The flashing red and blue lights of the police cars illuminated the gruesome crime scene that was in the middle of the semi-empty street. Police officers did the normal routine when they found crime scenes such as the one before them. They first quarantined off the area with yellow caution tape, called the precinct to send in the forensics and coroners and then they called in the lead detectives to conduct an investigation. Detective Jean DeWolff stepped out of her car and she walked towards the cautioned off area where the forensic specialist was examining the crime scene.

"What do we got?" asked Jean looking at the dead bodies before her.

"Execution" The coroner woman replied looking at the bullet riddled bodies on the ground, "They were lined up and then were each pumped with semi-automatic rounds"

Jean knelt down and inspected one of the bodies.

"Check out the tie, suit and shoes...…expensive" said Jean

"You're thinking Mob related?" the coroner asked.

"Well there is a gang war going on" Jean replied still looking at the body but then her attention was drawn to something next to the body she was staring at, she inched a bit closer to get a better look, "Hey…what does that look like to you?" she asked.

The coroner followed her line of vision and she saw something that resembled a footprint in the blood.

"It's a partial foot print" she answered.

"I want that partial analyzed...see if you get any evidence off of it." Jean said rising up.

"I'm on it…wait; you said there's a gang war going on"

"Yeah, and this right here, is only the start of a bloodbath that's coming"

* * *

**Scrap Yard- Brooklyn- same time**

A man in his mid-thirties was stripped down to his boxers and sat strapped to a wooden chair. His hands were zipped tied behind his back and his feet were zipped tied to the chair legs. He was unconscious and that was thanks to the large gash on the side of his temple. Suddenly a bucket of cold water was thrown on him instantly rousing him from his forced slumber.

"Ahhh…" he groaned in pain, his eyes came into focus and he slowly raised his head water drops falling from his hair. He tried to move but quickly found out that he was restrained and began to struggle "Wha….What the hell is going on?" he asked in a panic while looking in every direction. He managed to see that he was in some type of shed surround by rusty tools and a single dim light that hung over him.

The man eyes finally landed on a figure in the dark that was staring at him, the man in the dark moved forward and revealed himself in the dim light and the man looked at him not recognizing him. He had on a black shirt with a black bulletproof vest with a white skull painted on the front, a combat utility belt, black pants, and black combat boots.

"Who are you?" the captured man asked.

"The Punisher" he answered.

The man struggled even more but he wasn't getting out of his restraints so he stopped and bared his teeth in anger.

"It was you that hit us wasn't it…where are my men?"

"Dead" the Punisher stated.

"DO YOU HAVE ANY IDEA WHO I WORK FOR HUH!? YOU'RE DEAD DO YOU HEAR ME! DEAD!"

The Punisher paid him no attention and moved forward, he raised his hand and slapped him hard across the face…silencing him.

"I know who you work for worm. You work for Don Maggia"

"That's right. You're in a world of sh** now"

"Quiet!" Punisher snapped "I need information from you, there is a gang war going on right now and I need to know where Don Fortunato is holding up at"

"What….I don't know where Don Fortunato is at…why don't you go ask one of his men. You better hurry before the Kingpin kills them all" the man replied

"I would go ask one of Fortunato's men but you see they all know what I look like and are trained to alert each other when I'm around. I don't want Fortunato to know I'm in New York just yet…it's by sheer luck he doesn't know already. So, I'm forced to take another approach. Talk to Don Fortunato's associates, I've seen a few of his men associating with you….as they should seeing as how you're Don Maggia second in command"

"Third actually"

"Regardless you're high on the food chain and I'm pretty sure Maggia has told you all about Fortunato"

The man remained silent and just stared at The Punisher defiantly.

"Tell me everything you know"

The man cleared his throat and then spit on the Punisher's boots. The Punisher smirked and reached to the right and picked up a pair of pliers. He gritted his teeth a shot forward and grabbed the man by the chin and forced him to open his mouth, the Punisher placed the pliers on one of the man's front tooth and painfully yanked it out of his mouth.

"AHHHHHHHHHHHHHHHHHHH!" his victim screamed.

The Punisher dropped the tooth and he placed the pliers on another tooth and painfully yanked the second tooth out.

"AHHHHHHHHHHHHHH!"

"TELL ME WHAT YOU KNOW!" the Punisher yelled at him.

"S-S-SCREW….Y-YOU" the man replied with blood falling from his mouth.

The Punisher placed the pliers on another tooth and yanked it out.

* * *

**5 Hours Later- 10:00am Lower East-side- Puchelli's Restaurant**

Spider-Man landed on the billboard that was on top of the apartment building across the street from the restaurant. He peered down and looked at the restaurant. It was a fairly big restaurant that looked to be suited for family or large group gatherings but most importantly it looked like it was an out of the way place.

'_Perfect for a shady meeting'_ Spidey thought to himself.

**BUZZZ BUZZZZ**

Spider-Man looked down at his belt and quickly pulled out his cell phone from the slot on his utility belt and he answered the call.

"Yeah"

"Are you here?" Captain Stacy asked.

"Yep, I'm on the billboard of the apartment building across the street" he replied.

"You need to be hidden kid, hidden."

"I am, I'm hiding in plain sight…..you'd be surprised at how many people don't look up Captain Stacy."

"Whatever…..we're right below you in the gray Crown Victoria"

Spider-Man looked down towards the street and squinted his eyes he search all of the cars I the area until he saw a gray Crown Victoria.

"I gotcha"

"Good…other officers are…hiding in plain sight as well as some boys in blue on standby. You just hang back"

"I understand Captain Stacy"

"Just making sure…Stacy out" he said hanging up.

Spider-Man moved the phone away from his ear and shook his head before placing it back into his utility belt.

"Now we play the waiting game"

* * *

**Alley **

In the alley that was in between the apartment building Spider-Man was perched upon was an armored van. Inside this armored van wasn't the police but the Punisher; he was in the driver's seat with a pair of binoculars on his eyes and they were trained on the restaurant in front of him.

'_That little weasel said there was a meeting today at 10 between the three Don's and Fortunato is supposed to make an appearance' _he thought to himself before removing the binoculars and looking at the time in the van's dashboard clock.

"10:01" he said but right as the words left his mouth several cars pulled up to the front of the restaurant.

* * *

**Crown Victoria**

Captain Stacy and Lieutenant Lee sunk down in their seats a bit when they saw several cars turn the corner and pull up in front of Puchelli's Restaurant.

"Look alive people here they come" said George into his radio.

Lieutenant Lee who was in the back seat lifted her binoculars and trained them upon the people in the cars and the restaurant.

"By the way George are you sure about this…..having some of our guys pose as customers?"

Captain Stacy let out a frustrated sigh and glanced at her from the corner of his eyes. Around 6:30 am the tech people at the Precinct called him with some bad news, the listening bugs that they usually planted had been broken in the last sting operation and they were getting new ones but they would be ready until later in the day. Captain Stacy was a bit angry but quickly came up with a new plan.

"Considering the fact that the listening bugs broke at the last minute…yes I'm sure, if we stick to the plan then this should go off without a hitch. Hold on….wait a minute….that's not Maggia…..that's Buotoni" said George in shock.

Lieutenant Lee scrunched her eyes and looked through her binoculars and cursed under her breath.

"You're right"

* * *

**Front of the Restaurant. **

Don Federico Buotoni stepped out of his red Lincoln Cadillac and he adjusted his light blue suit. His bodyguards stepped out of their cars as well and surrounded him.

"Are we the first to get here?" he asked.

"Yes sir, I don't see anyone else here yet" One of his henchman replied.

"They'll be here shortly….let's go in" Don Buotoni stated butting the front of his suit and making his way towards the restaurant entrance.

* * *

Simultaneously as Don Buotoni entered the restaurant several black SUV's came into view from down the street and they arrived in front of the restaurant. The doors opened and men similar to Don Buotoni's men stepped out of the SUV's, they were each dressed in nice suits and anyone looking close enough could see the weapons strapped to their waist. The last to step out was their leader Don Cornelius Chompoti, who was dressed in a chocolate brown suit.

"Come on let's get this over with" he said moving towards the entrance with his cohorts behind him.

* * *

**Crown Victoria **

"Um George…just what the hell is going on…first it's Buotoni and now Chompoti, what have we stumbled onto"

"I have a hunch" George replied but as the words left his mouth another set of cars arrived on the scene and it contained their target Don Maggia.

* * *

**Inside the Restaurant**

**SLAM!** Went the sound of Don Chompoti's fist hitting the table.

"We have to do something about that Bitch Fisk" he whispered angrily to Don Buotoni who was sitting in front of him. Don Buotoni sat comfortably in his chair with a calm look upon his face.

"Calm down Cornelius"

"CALM DOWN! No I will not calm down that….that…woman has been slaughtering members of my family for weeks" he growled in anger.

"I've heard of her cruelty towards your family" Buotoni replied.

**DING!** Went the sound of the bell on the entrance door chiming; everyone turned to see Don Maggia and his men enter the restaurant and from the look on his face it was clear that he wasn't happy.

* * *

A couple sitting on the far side of the restaurant smiled at each other but both had Don Maggia in their sights through their peripheral vision. They were both cops in disguise, the woman reached up to her purse that was on the edge of the table and she moved it just as Don Maggia started walking over to the group of mob men. Inside the purse was a video camera and it was being controlled by the police that were outside.

"Contact…Don Maggia has arrived" the Man whispered

_**KRZZZZZ**__ "Copy that, we saw him go in…maintain position and wait for my signal"_ came the voice of Captain Stacy in both of their ears.

"Sir, what's going on I thought it was just Don Maggia…not the whole organized crime racket…they are packing some serious heat" the woman whispered.

_**KRZZZ**__ "We know, This alters the plans just slightly…just maintain and keep the camera on them. Is the microphone…..wait a minute scratch that we can hear them"_ said Captain Stacy before he cut the line.

* * *

**At the Table**

"My family is scared to even go outside in fear of getting stab in the back by Ninjas." Don Maggia stated as he sat down in one of the chairs and looked between Chompoti and Buotoni, "My wife can't leave the house, my kids haven't been to school in weeks….their principal is calling threatening to expel them…but more importantly than that my business is suffering greatly because of the amount of money we have to kick back to her. This. Cannot. Go On" he stated seriously, giving his two colleagues serious stares, "We have to side with Fortunato….get rid of this woman once and for all"

"Throw our chips in with Fortunato, he's loosing ground in this war fast" Buotoni replied.

"That's because he's a stranger here…but with our help he just might have a chance" Chompoti chimed.

"This is a bad idea gentlemen" Buotoni said leaning back in his seat "This is the Kingpin we're talking about here"

"She's not the real Kingpin…..Wilson is the Kingpin and when he was in charge he was a true Kingpin. Ruthless but fair and he treated us with the respect that we deserved but his wife…she treats us as if we're children and Federico….I will not be treated as a child"

"Neither will I" Chompoti seconded.

**DING! **

The group of men turned to see Angelo Fortunato at the entrance.

* * *

**Crown Victoria**

"Who just went in?" she asked turning to Captain Stacy.

"Angelo Fortunato" George replied in shock.

"Who?"

"God He looks just like his father" George stated while shaking his head.

"Wait, so that's Don Fortunato son…and he's in there meeting with the leaders of the three families out in the open….we can end this right now, all we have to do is get Fortunato"

"I know but we have to wait until he says something we can use in court"

* * *

**Armored Van**

"Angelo…Fortunato" The Punisher whispered lowering his binoculars "If I get him…..I get his father" he continued.

The Punisher tossed his binoculars to the passenger seat and he put his hands on the keys that were in the ignition. He started up the armored van and then he gripped the steering wheel tightly.

* * *

**Inside the Restaurant**

"Fortunato. Nice of you to join us" said Don Maggia.

Angelo smirked and straightened his crisp silver suit and he made his way over to the three mob bosses and sat down in one of chairs.

"I see you gentlemen have come to your senses" he said with a smile on his face, "And want to join up with the winning side"

"Winning?" Buotoni questioned "You're losing"

"HAHA! Looks can be deceiving Don Buotoni, the only ones here that are losing are the three of you. The longer you stay with Fisk the more you lose."

"We were just talking about that" Don Chompoti said, "How did you know we would be here?" he asked.

"I told him to come" Don Maggia answered looking at Chompoti "I will not serve under that woman any longer. I can't"

"My family can provide you all an out from under her" Angelo said leaning forward and placing his hand on the table.

The Three Don's looked at each other briefly and then back at the younger man before them.

"What's the catch this time?" Don Chompoti asked leaning back in his chair, "The last time we met you said that we would run this town as a collective…split everything down the middle"

"And that promise still stands…No catch….we will split everything down the middle. We will all be the boss and there will be no need for a Kingpin anymore, all I need is for you gentlemen to join with my father and I in our campaign against her."

"As long as I don't have to answer to her anymore I'm in" said Don Chompoti.

"I'm in as well" Don Maggia stated.

The three men turned to Don Buotoni who looked each of them in the eyes and he let a smile graces his lips.

'_I hate that bitch Fisk too but she has all the power currently…...and with all the power she's got she's going to crush them in no time…which is what I'm hoping for. She'll crush them allowing me to swoop in and take over their territory before Fisk can….brilliant plan if I do say so myself.'_ He thought to himself.

"I'm in"

"Excellent!" Angelo exclaimed "With all of our combined forces we will finally be able to kill the so called Kingpin of crime Vanessa Fisk"

* * *

**Outside- Crown Victoria **

"Have you heard enough?" Terri asked.

"Plenty…..spring the trap….ALL UNITS MO…" he started say into his communication line before the sound of a motorcycle caught his attention.

* * *

**VROOOOOOOOOOOM! VROOOOOOOOOOOOM!** Went the sound of the motorcycle as it turned the corner and came to a stop in front of the restaurant. The driver turned off the engine and got off the motorcycle, he was wearing a tight dark blue and white costume with a bullseye on the forehead. He put a smile on his face and started for the entrance.

* * *

**Crown Victoria**

"Who the hell is that!?" exclaimed Terri

"THAT'S BULLSEYE!" George asked out loud.

**BUZZZ BUZZZZ**  
Captain Stacy looked down and grabbed his phone and looked to see the unknown number on the caller ID. Knowing exactly who it was he answered the call.

"What do you want kid I told you to stay…...?"

"THAT'S BULLSEYE!"

"YEAH I KNOW!" Captain Stacy shouted hanging up the phone. He opened his door and got of the car. Terri seeing him get out of the car tossed her binoculars and got out of the car as well.

"Wait….Bullseye…as in Assassin for the Kingpin Bullseye?" she asked.

"ONE IN THE SAME" George shouted back taking his gun from out of his holster.

"Sh** I TOLD YOU THE KINGPIN WOULD FIND OUT!" Terri replied pulling out her own weapon. The two cops started running towards the entrance.

"ALL UNITS MOVE IN! ALL UNITS MOVE I…."

**BUDDDDDDDDDDAAAA BUDDDDAAAAAAAAAAAAAAAA! POW!**

* * *

**Inside the Restaurant- Seconds Earlier**

**Krzzzzzzz **"Plenty….spring the trap…." Came Captain's Stacy's voice over the communications line. The two disguised police officers looked at each other and nodded their head while pulling out their glocks.

* * *

A bottle of wine had been brought over to the table and the gangsters where in the process of getting a drink they heard the cocking of weapons. All of the Don's and Angelo's men turned to see the two cops with their weapons trained on them.

"NYPD! NOBODY MOVE!" They shouted.

* * *

**VROOOOOOM! VROOOOOM!**

* * *

"NYPD!" Angelo shouted standing up.

"DIDN"T YOU HEAR US WHEN WE SAID NOBODY MOVE! YOU'RE ALL UNDER ARREST!" the man said; with his free hand he reached up to his ear and pressed the com line, "We have the suspects awaiting back…."

**DING!**

Everyone turned to see who entered the Restaurant.

"BULLSEYE!" the three Don's shouted.

Bullseye smirked at them and was about to say something but he was interrupted.

"FREEZE DON'T MOVE!" shouted the male police officer.

"Um No" he said before a flash of movement and suddenly three pencil sized metal spikes found their way into his throat. The disguised cop fell to the ground dead.

"TREVOR!" his partner shouted.

"SHOOT HIM!" Don Maggia shouted out loud.

Several of the Don's men pulled out their weapons and started shooting.

**BUDDAAAAAAA BUDDAAAAAAAAA**

* * *

Bullseye dove to the side but as he did that he tossed three more metal spikes that found themselves embedded into the throats of three of Dong Maggia's men that were firing at him. The assassin managed to dive behind a table but it was quickly being turned to splinters by rapidly firing bullets.

'_Well isn't this just a cluster f***'_ he thought to himself '_Where are those damn ninjas'_

* * *

"LET"S GET OUT OF HERE!" shouted Angelo scrambling to get away from the table. He frantically searched the interior of the restaurant with his eyes and his eyes landed on two women, and a young man around his age run towards the back and through a white swinging door.

**WHOOO! WHOOOO! WHOOOOO! SCREEEEECH!  
**Angelo turned back to the front to see dozens of cop cars pull up in front of the restaurant.

'_Damn it'_ he thought to himself grinding his teeth and running for the swinging door.

* * *

**Outside**

**SMASH! **Went the sound of the large window of the restaurant being blown open and it was quickly followed by gun fire. **BUDDDAA BUDDAAA BUDDAAAAA**

Captain Stacy, Lieutenant Lee, and the other police officers were out of their cars trying to enter the restaurant but the rapid fire of bullets halted their attempts. George and Terri were hiding behind one of the SUV's trying to inch their way to the front entrance, George looked at Terri and nodded his head. They both stood up and opened fired where they saw the gangsters standing.

* * *

**Inside**

**POW! POW! POW! **

Bullseye grabbed a few splinters of wood from the ground that were blasted off of the table he was hiding behind and positioned them in his hands. He quickly stood up and threw the splinters.

The pieces of wood flew with pinpoint accuracy and hit one of the thugs in the eyes.

"RAHHHHHHHHHH!" he yelled in agony. The blinded thug roared in pain and because of his pain he stared firing wildly into the restaurant.

Don Chompoti dove out of the way of the bullets that were coming at him.

"WHAT IT YOU IDIOT!" he screamed, "SOMEBODY KILL HIM!"

One of Don Buotoni's men turned his weapon on the blinded gangster and opened fire riddling him with bullets.

* * *

Bullseye smirked and saw that he had temporarily caused the men to stop firing which gave him enough time to hop over his hiding spot and charge into the large group of armed thugs.

The insane assassin jumped high in the air and came down with a kick that nailed a thug in the face and sent him flying into the men behind him.

Bullseye landed on the table and he looked up. He had just enough time to see Angelo Fortunato run through the white swinging doors apparently trying to escape through the back.

'_Where are those damn ninjas'_ Bullseye thought while baring his teeth and then whipping to the right, he threw out a kick that nailed a thug in the throat crushing his larynx and killing him.

* * *

**Kitchen **

Angelo crashed into one of the cooks knocking him over in his haste to escape the restaurant.

"MOVE IT!" he growled/yelled pushing the man out of the way. He looked up to see several people all running towards the backdoor that had exit above it. He smiled and started towards the door but it was then that people started running back into the kitchen. Angelo stopped in his tracks and his eyes widen when he saw ninjas with their swords drawn rush into the kitchen.

"AHHHHHH UGH!" gasped a cook before falling to the ground dead from a slash to the back.

The Ninjas sliced and stabbed anyone that was in their way with ruthless efficiency.

'_SH**!'_ Angelo thought frantically as he saw a Ninja run his sword through a man's stomach.

The Ninja's looked up at him and pointed, Angelo wasted no time in turning and running out of the kitchen.

* * *

Angelo ran back into the battle that was raging on, he saw Bullseye drive a fork through the skull of one his men before turning his head and eyeing him.

"FORTUNATO!" Bullseye shouted with a smile on his face.

Angelo gritted his teeth but he was suddenly yanked to the side, he was confused for a second until he saw the disguise police woman from earlier with her gun trained on him.

"YOU"RE UNDER ARREST!" she shouted.

**SPLAT!** Blood suddenly sprayed all over Angelo's face, he was confused for a second but his confusion cleared up right as the officer in front of him fell down to the ground dead with a throwing star in her head. He looked to the left to see Ninja's pouring out of the kitchen. He tried to run but two ninjas grabbed him and restrained him.

* * *

"HAHAHAHAHA!" laughed Bullseye as he looked at all of the carnage around him. He ducked out of the way of some bullets before he rose up with a shot to the throat of the man that tried to shoot him, "THIS IS HOW I LIKE TO SPEND A…ARGH!" he growled. He looked at his arm to see a bullet wound. The assassin turned to see the police and some of the gangster's still exchanging fire. He growled low in his throat and then looked at the ninjas that were making their way over to some thugs.

"HEY YOU IDIOTS WHAT DOES THE KINGPIN PAY YOU FOR! GET OUT THERE AND TAKE CARE OF THE COPS! I'LL DEAL WITH FORTUNATO AND THESE GUYS!" he roared in anger.

The hand ninja's being bound to follow orders forgot about Angelo and the mob men and started running to the outside to deal with the police.

* * *

**Outside **

"TRY TO GET CLOSER!" shouted Captain Stacy rising up and firing into the restaurant.

The dozens of officers outside tried their best to inch closer but just as they moved the hand ninjas rushed from within and charged them.

"NINJAS!" Lieutenant Lee Shouted firing her weapon at the approaching enemy. The hand ninja she fired upon deflected her bullets and threw two throwing stars at her and they embedded themselves into her left arm, "ARGHH!" she grunted in pain.

"TERRI!" George shouted firing upon the ninja; his bullets connected to the ninja's back and he vanished in a puff of green smoke.

* * *

**Up Above**

"HOLY CRAP!" Spider-Man shouted in shock seeing the chaos down below. The police were suddenly over run as hand ninjas just started to appear out of nowhere_, 'What are you waiting for web head get down there you have to help them…..uh oh….spider-sense' _

Spider-man looked down and to the left to see an armored van speed from the alley and head straight for the restaurant.

* * *

**Armored Van**

The Punisher pressed his foot down harder on the gas pedal making the van speed up. He gritted his teeth and gripped the steering wheel tightly as he mowed down the shocked ninjas in front of him.

The front of his van hit them and they disappeared in a puff of green smoke but they weren't his real target….it was the restaurant. The punisher steeled himself as his van smashed into one of the cars parked blowing it out of the way, his van continued on and straight for the entrance.

"AHHHHHHHHH!" he yelled right before impact.

* * *

**Inside **

"COME HERE YOU LITTLE…" Bullseye growled hoisting Angelo up by the front of his suit, "You have a date with Dea…."  
**SMASHHH! BAM! **The armored van barreled through the glass and bricks of the front and drove directly into the interior sending debris everywhere. The vehicle kept rolling towards the thugs who tried to shoot it but their bullets ricochet off of the armored exterior.

"LOOK OUT!" Don Maggia shouted grabbing Buotoni by the shoulder and dragging him out of the way of the van but they didn't have to move too far because the van came to a screeching stop.

* * *

Bullseye looked at the van and scrunched his eyes in confusion. Angelo saw that he was distracted so he quickly kneed him in the groin which in turn loosened Bullseye's grip enough.

"ARGH!" Bullseye groaned "You're…so dead"

Angelo saw that he was free so he tried to run for the giant hole that was made by the van. Bullseye saw him running and he reached for his last pencil sized metal spike on his belt and effortlessly tossed it at Angelo and caught him in the back of the leg sending him down to the ground screaming in agony.

"Little Punk" Bullseye growled stalking over towards him "TIME TO DIE!"

**BAM!**

Bullseye stopped when he saw the back doors of the van fly open and a man that was armed to the teeth step out.

" FORTUNA…..BULLSEYE!" Punisher growled cocking his shotgun.

"CASTLE!" Bullseye growled back diving out of the way just as the Punisher opened fire upon him.

* * *

**Outside **

"Jesus" Terri groaned pulling the throwing stars out of her arm and dropping them to the ground.

"TERRI!" shouted George running over to her and helping her up into a sitting position, "You okay"

"No. LOOK OUT!"

Captain Stacy looked up to see three ninjas heading his way, he raised his gun and opened fire but they used their swords to deflect the bullets away from them. George and Terri eyes widen as they prepared for the worst but before the Ninjas could end their life they saw a familiar red and blue figure swing into view.

"NEED A HAND!" Spider-Man shouted before slamming both feet into the head of one of the ninjas knocking him down; he then sprung off the ninja's head and grabbed the remaining two ninjas by their heads and then slamming them together.

Spider-Man landed on the ground in front of his allies.

"Aren't you glad you called me" he said over his shoulder right before his spider sense alerted him to an oncoming attack.

Spidey ducked under the horizontal attack from the sword and responded with a powerful kick to the hand ninja's exposed stomach. Spider-Man jumped up and he spun in the air kicked another approaching ninja in the face knocking him back.

"YOU GUYS NEED TO GET OUT OF HERE NOW!" he shouted at Captain Stacy and Lieutenant Lee.

"Not without Angelo Fortunato" Captain Stacy replied changing the clip in his weapon and then firing at some Ninjas.

* * *

**Inside Restaurant**

"RAH!" shouted Bullseye as he came down at the Punisher with a steak knife he had found on the ground. Punisher used the shotgun in his hand to block the strike and the two enemies stood there struggling with the other trying to gain the upper hand. Bullseye poured more strength on and slowly inched the knife further to the Punisher's face.

"I thought…..I killed you" Bullseye growled trying his best to drive the steak knife into Frank's face.

"I thought I killed you" the Punisher replied struggling with the younger and stronger enemy.

"Let me guess, your little boyfriend Daredevil pulled you out of the rubble…..well that horned bastard isn't here to help you this time Castle"

Bullseye lifted his knee and slammed it into the Punisher's stomach. The Punisher felt the blow but he gritted his teeth and took the shot knowing that if gave an inch Bullseye would kill him.

"I…didn't need his help then, AND I DON'T NEED IT NOW!" Punisher shouted twisting his shotgun to the left and throwing Bullseye off balance. He cocked the weapon and pulled the trigger. Bullseye however, managed to throw his knife with pinpoint accuracy and it embedded itself into one of the barrels of the shotgun right as it fired.

**KAPOW!**

"ARGH!" the Punisher howled in pain; because of Bullseye clogging his weapon it exploded in his hand. The extreme vigilante dropped the destroyed shotgun and looked at his hands to see tiny pieces of metal in them and they were bleeding….he looked up at Bullseye with hate in his eyes.

"Whoops did that hurt"" Bullseye asked innocently while spitting on the ground "GOOD!" The Two eyed each other and pushed whatever pain they were feeling to the side and stomped towards each other.

Bullseye threw out a quick jab that the Punisher dodged and he responded with his own jab. Bullseye did a quick punch kick combo, one quick punch followed by a kick, and another punch; the Punisher managed to block the first punch and the kick but Bullseye's last punch landed across his jaw. Frank growled and came across Bullseye's face with his own attack but he leaned back avoiding the blow which is exactly what the Punisher wanted. As Bullseye came back from the lean the Punisher brought his elbow back and nailed him in the nose drawing blood and finished the exchange with a powerful left hook that rattled Bullseye's bones.

* * *

**Few Feet away**

Don Maggia and the surviving members of his crew looked around to see an intense battle between Bullseye and the Punisher, and a battle raging on against the hand ninja and the police.

"I think it's time we got out of here boys" he said turning around and eyeing the white swinging door.

"But what about Fortunato?" one of his men asked.

"What about him…if he survives we'll talk but I'm not about to die here today" Don Maggia replied back, "Now follow me" he said going towards the back all the while trying to keep himself low to the ground and out of the way of any potential bullets.

* * *

Don Buotoni and Chompti both saw Maggia and his men going for the exit and the two men eyed each other before wordlessly agree to follow suit. They both waved to their men and pointed towards the white swinging doors.

* * *

**Outside**

The hand ninjas were doing a number on the police that were outside of the restaurant, they tried their best to defend but the ninjas were too well trained. They deflected and dodged bullets and countered with swift and fast slashes from the their swords or they attacked using their throwing stars; but while the police were clearly out classed they still had a fighting chance thanks to the help of Spider-Man.

The agile wall-crawler did his best to take the focus off of the police officers and put it on himself and while he got the ninja's attention the cops could either move out of the way or return fire and the majority of them chose the latter.

Spider-Man delivered a knee to the chin of a ninja and sent him flying back; Spidey landed on the ground and rolled avoiding another ninja trying to slice his head off, as he got up into a crouch the ninja got his sword at the ready again but several shots rang through the air and hit him making him disappear in a puff of green smoke. Spidey turned to see Lieutenant Lee back on her feet.

"Thanks" he said

"I OWED YOU ONE!" she shouted back turning her weapon and firing again.

Spider-man turned to see four hand ninjas descend upon four officers getting ready to skewer them with their swords.

Spider-Man held up both wrist and he applied a small amount of pressure to his web shooters and multiple web-lines fired out and attached to each of the ninjas. Spider-man yanked on the webs and pulled them to the ground.

"GET OUT OF HERE!" he shouted at the officers, '_Spider-sense' _

Acting purely on instinct Spider-Man hopped and twisted his body in an odd angle right as several throwing stars aimed for his back came flying forward. The first six missed him; he sprung off his hand narrowly avoiding another six throwing stars. In mid-air he straightened up and fired web balls as the ninja that was throwing the stars and nailed him in the head.

"HA!" Spider-Man shouted but right as he landed he received a kick to the face, he took the blow then cartwheeled while firing a web at his attackers feet and pulled, '_Too Many….' _

"AHHH!" came a scream

Spider-Man turned to see an officer being run through with a sword and another officer being hit in the face with several throwing stars.

"No…..Too Many" Spider-Man said angrily.

* * *

**TV**

"_We interrupt this program to bring you some important news. Hello New York this is Michelle Burns bringing you the news, there is shoot out happening right now on the Lower Eastside of Manhattan in front a restaurant that has been identified as Puchelli's... So far we can tell that the shoot out is happening between the NYPD and….what we can only assume to be Ninjas. We take you live now to Channel 7's new in the field reporter Nicole Brennan. Nicole. _

* * *

_**In the field **_

_Nicole: "Thanks Michelle. As you can see behind me New York there is a gruesome battle between the NYPD and what appears to be Ninjas. Where did they come from…we can not say for sure but there have been some rumblings of these ninjas being involved in the current Gang War that is raging on through the New York underworld. But not only are the police battling these mysterious ninja they are also battle a few of shady business men who have known connections to said underworld. Individuals like Cornelius Chompoti and Dominic Maggia…._

* * *

**Fisk Towers**

Vanessa was sitting behind her desk watching the news intently.

"HAHAHA! That should show those fools…never cross The Kingpin. Now all that's left is for Bullseye to kill Fortunato"

* * *

**TV- In the Field**

_Nicole: The police seemed to be outnumbered and despite the help from New York's own mysterious vigilante Spider-Man it doesn't look like the battle will turn out in….wait a minute….wait a minute someone is exiting the restaurant, get a close up"._

* * *

**Puchelli's**

Angelo Fortnato limped out of the giant hole that was made by the Punisher's van and he looked around. He saw the police and the ninjas fighting each other tooth and nail but what angered him the most was the TV crew that was filming everything.

'_That Bitch…she planned this'_ he thought to himself. He looked towards his car and even though his leg was bleeding and on fire with pain he struggled towards the car.

* * *

**Inside the Restaurant**

The Punisher reared back from the powerful kick to his face but he spun around and threw out a solid back fist that nailed Bullseye in the jaw drawing more blood.

"Goddamn…for an old man you're pretty spry" Bullseye said rubbing his jaw and spitting out the blood, "Wish I had the time to kill you but I'm on the clock to kill someone else"

Punisher gritted his teeth and held up his fist.

"If you're trying to kill Fortunato….you'll have to go through me….I need him"

"Tough" Bullseye growled using his right foot to kick up some debris and dust from the ground to Punisher's face. The Punisher glanced away for just a second but that's all Bullseye need to spring towards him, the Punisher tried to pull out a pistol from out of its holster but Bullseye knocked it away. The assassin came down with a body rattling strike followed by a hard knee to the groin; Bullseye flipped him over his waist and sent him to the ground. He was about to finish him off when he looked up to see Angelo Fortunato trying to limp away.

"Sorry Castle…can't play anymore but rest assured I'll be back to slit your throat"

Bullseye stepped over him and rushed towards the hole in the restaurant; on his way he bent down and grabbed a fallen sword from off of the ground.

"No" the Punisher groaned trying to get up. He grabbed his fallen gun but he saw something out of the corner of his eye. Two thugs were aiming their weapons at him but he managed to get off two shots and they fell to the ground, but those thugs were quickly replaced by two more. The Punisher forced himself to his feet and he dove into his armored van closing the door right as they fired, their bullets ricocheting off of the armored siding.

* * *

**Outside**

Spider-man punched a ninja in the face and then delivered a side kick; he then shot a web and the ninja and swung him around before tossing him away.

"CAPTAIN STACY YOU AND YOUR OFFICERS HAVE TO GET OUT OF HERE NOW! YOU CAN'T WIN THIS FIGHT!" he yelled.

"NOT WITHOUT ANGELO FORTUNATO!" Captain Stacy replied.

"Who is that?" Spider-Man asked.

"Don Fortunato's son….if we can get him we could end this war"

"Fine….where is he?"

"THERE!" Lieutenant Lee shouted "HE'S TRYING TO GET AWAY"

Spider-Man and Captain Stacy turned to see Angelo Fortunato limping towards the car he arrived in.

"HEY FORTUNATO!" came a voice.

Spider-Man, Captain Stacy, and Lieutenant Lee looked to see Bullseye standing on the roof of an SUV with a sword raised high.

"TIME TO DIE!"

"NO!" shouted Captain Stacy.

* * *

Angelo turned around to see Bullseye with a sword in his hand.

"TIME TO DIE!" he screamed before launching the sword at him with pin point accuracy.

Everything slowed down for Angelo; he became aware of his heavy breathing, his pounding heart and the absolute terror that gripped him as he saw the sword come flying right towards him. He knew of Bullseye's reputation of being an excellent marksman so he knew that he was dead, but suddenly a flash of red and blue from the corner of his eyes and he felt himself being forcibly tackled out of the way.

**BING!** Went the sound of the sword embedding itself into the spot Angelo Fortunato was just occupying. He let out several deep breaths and realized he was still alive; he looked to see Spider-Man on top of him.

"Oh My God Thank YOU!"

"SHUT UP YOU'RE GOING TO JAIL!" Spider-Man replied

* * *

"YOU F***** BUG! THAT'S THE SECOND TIME YOU'VE MADE ME MISS! I SWEAR TO GOD I'M GONNA…" Bullseye started before he heard the screeching of tires.

The insane assassin turned his head to see the Punisher's armored van come zooming in reverse right for him.

"AHH SH**!" he managed to say.

**CRASH! WHAM! **Went the sound of the armored van slamming into the SUV Bullseye was standing on and violently throwing him off and to the ground.

* * *

Spider-Man stood up and had just enough time for his spider sense to buzz and for him to see the armored van coming right at him but because everything was happening so fast that he didn't have enough time to react and the van slammed into him.

**BAM!**  
Spider-Man was sent flying and crashing into a street lamp behind him and his back bent the metal in the process.

The back of the armored van opened and the Punisher stepped out and he eyed the downed Angelo Fortunato and he growled slightly.

"C-C-Castle…" Angelo whispered.

The Punisher stepped out of his van with several canisters in his hand. He popped the top and released the thick white smog into the air. He tossed the cans over his van and onto the street. The white smog was fast acting and quickly filled the area choking everyone. The Punisher held his breath and bent down and grabbed Angelo and tossed him into the back.

* * *

Captain Stacy fell to a knee once the thick white smog filled the entire area. He covered his mouth and he squinted his eyes but even though his eyes were squinted he could still make out the person that stepped out of the armored van and grabbed Angelo Fortunato.

"F-Frank….." he gasped/coughed choking on the smog.

"He…._cough_…..is getting away..._cough_...with Angelo" Lieutenant Lee managed to say right as the van turned to the left and drove down the street.

* * *

Bullseye picked himself off of the concrete and he had to squint his eyes because of the smog but he could see the Punisher getting away.

"Son of Bitch" he growled limping towards his motorcycle and getting on the bike, "HEY…._cough_…..HEY YOU NINJA BASTARDS AFTER THE F***** VAN!" he screamed starting up the engine and zooming after the speeding armored van.

* * *

"Ugh…_cough_…_cough_…did anyone get the license plate…to that…_cough_…_cough_...van. Ugh" Spider-Man groaned, the smog was choking him a bit but his mask provided a small barrier and he could still see which allowed him to observe the hand ninjas run through the smog and Bullseye who was speeding down the road on a motorcycle.

"KID!"

Spider-Man shakily stood to his feet and rubbed his head trying to shake the cobwebs from his head.

"GO…._cough_….AFTER THEM…..PUNISHER HAS FORTUNATO!" Lieutenant Lee shouted.

Spider-Man let out a few more coughs before he shot a web and swung after them.

"NO!" shouted Captain Stacy but his shout went unheard.

* * *

**Armored Van**

Angelo took in several deep breaths and tried to block out the excruciating pain in his leg from the wound inflicted by Bullseye, but not only was he trying to block out pain he was also trying to block out the nail biting feeling of fear that crept up into his spine. He turned to the left to see Frank Castle aka the Punisher, whose reputation was known very well, driving the van.

'_Remember what Dad said….never show fear'_ he thought to himself "WHERE ARE YOU TAKING ME!"

"SHUT UP!" the Punisher shouted back at him and Angelo quickly shut his mouth.

The Punisher pressed harder on the gas and made the van zoom even faster. He looked into the side view mirror and he saw Bullseye hot on his tracks. The insane assassin revved up his motorcycle and started to creep up the side of the van. The punisher cursed under his breath and leaned into the passenger seat and grabbed the gun.

* * *

**Street**

Bullseye growled low in his throat and revved his motorcycle up and crept closer and closer towards the driver's side of the van. The assassin reached towards his belt and opened the buckle and removed three sharp throwing stars of his own design and prepared himself to throw it through the window and hit the Punisher.

The window rolled down and Bullseye held up his hand but he had to lower his arm when he saw the Punisher hold a gun out of the window and start firing at him.

**POW! POW! POW! POW!  
**Bullseye swerved into the opposite lane of traffic and found himself hard pressed not to crash into one of the other speeding vehicles.

* * *

**Armored Van**

"That should keep him busy" The Punisher said to himself suddenly twisting the steering wheel to the right making the heavy armored van make a sharp turn around the corner.

Angelo went sliding and smacked into the side of the van.

The Punisher released a breath when he looked into the rear view mirror again and he didn't see Bullseye.

**THOOM! **

The Punisher heard the loud bump on the roof of the van and he looked up.

**SCHRIPPP!** Went the sound of a sword effortless plunging through the van and catching the flesh of Frank's arm.

"ARGH!" he shouted feeling the cut. He swerved a bit but regained control on the vehicle. Frank glanced at the side view mirror and he could see several airborne ninjas descending upon him.

**THUMP! THUMP! THUMP! THOOOM!**

* * *

**In the Air**

Spider-Man awkwardly swung through the air for a second before he was able to get his mind straight and fall into a comfortable swing that he was used to, being hit by the armored van had knocked him for a serious loop and it was taking him a bit longer to recover.

'_Body still shaking….ugh…push past it, gotta find….Angelo Fortunato'_ he thought while looking down searching the streets for the armored van, '_Spider-sense'_

Spider-Man fired a web and swung around the corner and he saw a van speeding down the street with about a dozen Ninja's hanging off of it and stabbing through it with their swords.

'_Well….how could I miss that'_ he thought letting go of his web.

* * *

Spider-Man descended upon the van and when he got close enough he fired two webs and launched himself like a pinball at the ninja's on the roof. They were caught off guard and he managed to knock several of them off of the speeding van. They hit the asphalt and disappeared in a puff of green smoke.

Spidey steadied himself on the van and blocked a punch from a ninja and responded with a left cross followed by a kick that knocked the sword out of his hand. Spider-Man hip tossed his enemy right off the van and the ninja hit the ground and rolled before disappearing in green smoke.

'_I wonder what that green smoke is all about…..uh oh SPIDER SENSE!' _

Spider-Man carthwheeled missing a slash for his feet, he landed in a crouch and then fired a web at the sword hanging off the edge of the armored van and pulled it to his hands.

'_DD never taught me how to use a sword…..eh….how hard could it be'_ he thought to himself holding at what he thought was the ready.

* * *

**Inside the van**

"AHHHH!" shouted Angelo as a sword pierced the van and caught his shoulder_, 'I have to get out of here' _he thought to himself. He curled his lips and forced himself to stand up. He steadied himself in the back and he began to move towards the unsuspecting Punisher; he raised his hands but suddenly the Punisher raised the gun in his hand and whipped around in his seat.

"Oh Cra…"

**POW! **

"AHHHH!" Angelo yelled feeling the bullet rip through his arm. He fell down to the ground writhing in pain.

* * *

**Down the street**

Bullseye applied more speed to his motorcycle as he tried to catch up to the speeding van; he swerved a bit when a hand ninja came flying off the van and hit the street in front of him. He looked up to see Spider-Man fighting them off and a snarled formed on his face.

"I really hate him" Bullseye said under his breath, "Time to bring this fight to a screeching stop"

Bullseye brandished his own set of throwing stars again and he let a sick grin form on his face. He winded his arm back and threw the stars with that same pinpoint accuracy and hit one of the armored van's tires.

The stars shredded the back tire and the reaction was instant. The van began to twist all over the road but because of its speed and weight the Punisher's efforts to keep it steady were in vain. The Armored van suddenly swerved to the left and tipped over.

"OH S****!" Spider-Man shouted feeling the van tip over, he along with the hand ninja went flying of the roof and to the asphalt.

* * *

The armored van tumbled along the asphalt of the road multiple times, the sound of scrapping and screeching metal filling the morning air. The other vehicles on the road swerved out of the way of the tumbling armored van but the van managed to smack into a few of them; finally after what seemed like forever the armored van flipped vertically and hung in the air for a brief second before hitting the ground upside down.

* * *

**SCREEEEEEECH!** Went the sound of Bullseye coming to a stop near the overturned van.

"HAHAHAHA! What a Day and it's not even lunch yet" he said while staring at the van. He got off his bike and started to stalk towards the overturned vehicle letting his sick smile only grow bigger.

* * *

Angelo Fortunato slowly lifted his head and released a groan of pain. He had a deep gash going across his head and his leg was still on fire from the spike but he pushed through that because he realized that they had come to a stop. He painfully turned his head to see the Punisher groaning in pain as well and trying to get up.

'_Gotta….get away from him'_ Angelo thought eying the back of the van's doors. He slowly began to crawl to his salvation despite all protest form his battered body, _'Move your ass Fortunato…..MOVE!'_ he thought frantically.

* * *

"GAH!" Spider-man shouted while pushing himself up into a sitting position, he looked down at his right arm to see his costume ripped and several bloody skinned marks that happened when he went skidding to the ground, "God that hurt" he groaned looking around. He noticed that he was next to a fire hydrant and that the hand Ninjas that he was fighting had disappeared for the moment.

'_Thank God for small miracles'_ he thought while fighting his way to his feet. He continued to look around and he saw Bullseye with his back to him and that the assassin was standing a few paces away from the armored van.

Spider-Man was about to make a move but he saw the doors to the back of the armored van open and Angelo Fortunato come falling out, and it was obvious that he was hurt.

* * *

Bullseye pulled out the last throwing star from his belt buckle and he eyed Angelo who was staring up at him with wide terror filled eyes.

"Are you ready?" Bullseye asked.

"I'll DOUBLE WHATEVER FISK IS PAYING YOU!" Angelo shouted trying to sit up.

"I don't want your money, I'm already being paid enough" He replied letting a smile grace his lips. He raised his hand and took aim.

"NO! PLEASE NO!" Angelo screamed.

"HAHAHA"

Suddenly a web line snagged Bullseye's arm and yanked him back. The insane assassin went back but he rolled along the ground backwards until he flipped up into a crouch. Spider-Man landed right in front of Angelo and faced Bullseye.

"WHY WON'T YOU DIE!?" Bullseye screamed.

'_Spider Sense' _

The space behind Bullseye was instantly filled with hand ninja all with swords at the ready.

'_God there is just no end to them'_ he thought tiredly.

**CLICK! CLICK! BUDDDA BUDDDAAA BUDDAAAAA  
**Spider-Man ducked a bit at the sound of the rapid gun fire. He turned to see the Punisher standing on top of the overturned armored van with several automatic weapons in hand and unleashing the rounds unto Bullseye and the hand. Several hand Ninjas were mowed down from the bullets but Bullseye once again managed to get to safety.

"GET ME OUT OF HERE!" Shouted Angelo Fortunato from the ground, "GET THEM ALL AWAY FROM ME! THEY'RE ALL TRYING TO KILL ME"

Spider-Man heard the scream from Angelo and he quickly looked between the Punisher and the approaching hand ninja.

'_Time to get out of here'_ he thought bending down and effortlessly picking Angelo up.

"NO! PUT HIM DOWN I NEED HIM!" came a shout.

Spider-Man looked at the man with the guns and skull on his chest and he could see the snarl on his face.

"DON'T THINK SO PAL!" Spider-Man replied before quickly firing a web and swinging away with Angelo in tow.

* * *

"RAHH!" the Punisher shouted in anger swinging one of his guns at Spider-Man but he didn't fire….he couldn't chance hitting Angelo before he had a chance to question him about his father's whereabouts.

**THUD!**  
The Punisher whipped towards the sound to see a hand ninja charging at him, he raised his weapon and fired nailing the ninja in the head before he disappeared in green smoke.

**WHOOOOO! WHOOO! WHOOO!** Went the sound of police sirens.

* * *

Bullseye looked up from his hiding spot to see dozens of police cars arrive on the scene; he then looked to the sky to see Spider-Man swinging away and knowing that he'd never be able to catch him once the wall-crawler got airborne growled low in his throat and banged his fist against the bumper of the car he was hiding behind.

"LET'S GET THE F*** OUT OF HERE!" he yelled to the ninjas. Bullseye ran towards his parked motorcycle and got on. He started up the engine but before he took off he looked up to see the Punisher toss his weapons and get ready to jump off of the van. Bullseye smirked and lifted his last throwing star and threw it at the Punisher.

* * *

The Punisher jumped off of the van but right as he was airborne he felt something painful embed itself into his leg which in turn caused him to fall to the ground instead of land gracefully.

The extreme vigilante sucked in a few breaths of air looking down at his leg.

"NEXT TIME CASTLE!" Bullseye screamed before revving up his engine and turning around then speeding down the street. The hand ninja's all reached into their red gi's and pulled out small black pebbles and tossed them to the ground shrouding each of them in smoke. The smoke vanished and so did they.

The Punisher gritted his teeth and forced himself to stand up.

* * *

"FREEZE! PUT YOUR HANDS UP!"

The Punisher limped around to see cops with their weapons drawn and aimed at him.

"PUT YOUR HANDS ON YOUR HEAD AND GET DOWN ON YOUR KNEES!"

'_Damn'_ the Punisher thought with frustration, he complied and put his hand behind his head.

"NOW GET ON YOUR KEES!" an officer shouted

The Punisher took an easy breath before inching his hand to the watch that was on his wrist; he let his serious eyes roam over all of the officers that were looking at him for a long second before he pressed the button on the side of his watch; through sheer force of will he pushed the pain in his leg away and took off towards the left in a mad dash.

The police officers followed him with their weapons trying to get a clear shot on their target but their concentration and aim were thrown off by the armored van exploding in a shower of fire and metal.

**KABOOOOOOM! BOOOOOM!  
**

All of the officers were tossed off of their feet and hit the ground from the force of the explosion. The Punisher stopped his running and glanced over his shoulder and looked at his now burning armored van pursing his lips in anger a bit but had to let it go when he saw the officers starting to rise to their feet and call for back up on their radios. The vigilante turned and continued his running until he was completely out of sight.

* * *

**End Chapter Read and Review. Hey Readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the first part to the Gang War story arc, I think I told all of you that this arc was going to explode right off the bat. Here we had a three way battle royal and there were deaths on several sides and only more bodies are going to be stacked by the end of this arc. Was anyone surprised to see Bullseye thrown into the mix….haha I hope so because there are a few other characters who are going to be in on this war but in order to find out who you'll have to find your way to the next chapter which will be out soon enough. I hope everyone liked the Punisher's appearance…I know that he didn't have a lot of speaking parts or didn't talk very much but I think that follows along with his particular character. He's very broody and silent choosing to let his actions speak louder than his words….but for those that didn't like him in this chapter he'll have a bit more speaking time in the next chapter. Anyway my reader I'm very excited for this particular arc and I hope this first part which was brimming with action was enough to satisfy everyone if not just let me know and I'll try to do better next time. If anyone has any questions, comments, rants, raves or all of the above feel free to leave your thoughts in the Review(A writer's main source of motivation) or just send me a PM and I'll get back to you ASAP. This is Nomad88 saying Later…**

**PS: Batman Beyond is coming LOL! I know I've been saying that for like the longest and you readers have been patient but it is coming and it's coming soon all I ask is for a little bit more patience…remember it is a virtue…HAHA! This is me saying Later…**

**Next up: Gang War: Fortunato Strikes Back**


	69. Gang War: Fortunato Strikes Back

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the Spider-Man mythos. I hope everyone enjoyed the first part in the Gang War Story, the last chapter had a ton of action and there's going to be some action in this chapter as well so I advise all of you readers to sit back and relax. Before I go I would like to say one last thing and that's READ, REVIEW (A writer's main source of Motivation) and of course ENJOY!**

* * *

**Chapter 61: Gang War: Fortunato Strikes Back**

**Staten Island- Fortunato House- Main Living Room- 11:05am**

Don Vincente Fortunato sat on his luxurious couch petting his bushy light brown pussycat while watching a very important news report; just a few minutes prior he was resting comfortably in his pool reading a book when one of his men alerted him to a news report involving his son. Don Fortunato heaved a sigh while flipping the channel to another station which turned out to have the same news report playing.

* * *

**TV**

"…_Michelle Burns and if you're just joining us our top story for the morning is the shootout between the NYPD that happened not even a full hour ago between several of New York's suspected underworld crime bosses, a wanted killer who goes by the name Bullseye and mysterious ninjas. Details of how this massive and violent shootout occurred are still a bit sketchy but from an anonymous source the events that occurred seems to be the result of the machinations of this young man who has been identified as Angelo Fortunato. Angelo is the son of business man and philanthropist and suspected Mob Boss in L.A. Vincente Fortunato…_

* * *

**Fortunato Mansion**

"Well played Vanessa….Well played" Don Fortunato said continuing to pet his cat and watch the news report.

* * *

**TV**

"…_then, as you can see on your screen, Angelo Fortunato was trying escape and he was almost killed by the man known as Bullseye but he was saved thanks in part to Spider-Man's intervention. The mysterious hero/vigilante was there on the scene as well helping the police to battle back the….. ninjas that were attacking. However, despite Spider-Man's help Angelo Fortunato escaped thanks in part to this unidentified man..._

* * *

**Fortunato Mansion**

Don Fortunato instantly stopped petting his cat when he saw the grainy footage of the supposed man that helped his son escape.

"CASTLE!" he shouted shooting up in his seat and knocking his cat out of his lap "NO! YOU IDIOTS GET IN HERE!"

Several of the Don's men barged into the living room upon hearing his command.

"WHERE IS MY SON!?" he yelled turning to look at them.

"We don't know yet boss we're looking for him"

"Listen to me and listen good I want my son found do you hear me. I don't give a damn what you have to do, call in everyone we have available and FIND HIM! FIND HIM BEFORE THAT SON OF A BITCH FRANK CASTLE KILLS HIM!"

* * *

**Lower East side**

Frank Castle aka the Punisher hugged his body to the brick wall he was hiding behind right as a police car and a Fire Truck sped past and turned the corner, presumably heading towards his armored van that he had detonated just a few minutes prior. He had managed to make it a few blocks before he had to stop because of the intense pain from his wounded leg. Frank looked down at the throwing star that was protruding from his leg and he could feel the warm blood sliding down as well.

'_Damn you Bullseye'_ he thought angrily in his mind. Frank gritted his teeth and pushed off of the wall he was leaning against and attempted to limp away. He was trying his best to stay out of sight but it was about 11:00 in the morning so people were out an about and they were definitely giving him funny looks.

The Punisher came to a stop again releasing a few deep breaths; glancing at his injured leg again he came to the conclusion that he had to do something about his leg. He looked around and he spotted a small Veterinarian Office across the street; making up his mind he wasted no time in limping over.

* * *

**Few Minutes Later**

Frank Castle sat in an empty examination room within the Vets office. He had managed to limp around the back of the office and found a room with an open window to climb through.

Frank opened the cabinet that was full of pills and he searched for anything that said antibiotics; once getting the desired bottle he popped the top and swallowed a few.

Setting the bottle down he rummaged around the small office until he found some antiseptic, surgical sutures, gauge and bandages. Once the items were gathered he began the process of fixing his leg.

'_You got sloppy Castle'_ he thought to himself while grabbing the throwing star and yanking it out of his leg. He gritted his teeth but he was used to pain so not even a gasp escaped his lips, _'Haven't you learned anything, always expect the unexpected when dealing with these low lives'_ he continued to think while placing Bullseye's throwing star to the side. He grabbed ahold of his ripped pants and ripped a bigger hole so he could get to his wound. Frank picked up the antiseptic, popped the top and poured it unto the wound.

'_Grrrrr…..though who could really prepare for what just happened, shootouts are part of the job but ninjas….and Bullseye' _

Frank bared his teeth at just the thought of him; it brought back memories of their last encounter and his encounter with Daredevil. The three of them were involved in a brutal and deadly fight which ended with an explosion. The extreme vigilante picked up the sutures he had found and sterilized it with the antiseptic before beginning to stitch the large and deep gash on his leg together.

'_Bullseye's after Fortunato…no doubt under orders…..from the Kingpin to end this supposed Gang War, but I can't let him get to Angelo before I do. Only Angelo can lead me to his Father' _he thought to himself all the while stitching his wound together. Frank expertly stitched his wound together almost as if wounds like the one inflicted on his leg was normal for him, for any normal person the pain would be unbearable but Frank….the Punisher, he was no normal person, the pain of the flesh was nothing compared to the pain that he felt within his heart. The only thing he felt was rage….rage, one of the most rawest emotions in the spectrum, it was one of two things that was keeping him together….keeping him from falling apart and into despair; the other, was the thought of finally being able to punish Don Fortunato. It had been years but not a day went by that he didn't think about finally confronting the man that killed his family, or think about all of the things he would say to him….and do.

'_Soon Vincente…..soon. First I have to find Angelo' _

Frank's mind then began to roam over the fight that just happened again and his thoughts shifted to Spider-Man and how he took Angelo away. He had done a bit of research on Spider-Man and he seemed to be on the side of the angels but Frank had been in this business for a long time and he knew how crafty organized crime could be so while Spider-Man could seem legitimate on the outside he could still be working with Fortunato or for someone else.

'_I'll have to prepare for him as well…I've got to make it back to microchip….get more supplies.' _

Frank finished stitching his wound together, he dabbed a bit more antiseptic on the wound before placing some gauge on it and then wrapping it with the bandages. He looked at his still cut hands and he poured some antiseptic on the wounds.

**JINGLE! JINGLE!** The Punisher looked over to the right and at the door; he saw and heard the door knob jingle so that meant someone was trying to come in.

'_I'll have to fix my hands once I get back to Microchips_' he thought quickly dropping the supplies he used and pushing off of the exam table he was sitting on. He grabbed the bloody throwing star and he looked at it for a brief second before placing it in his gun holster on his waist, Frank heard the jingle again and he stealthily climbed through the window just as the door opened and the Veterinarian walked into the room.

* * *

**Outside Puchelli's Restaurant- 11:10 am**

"Get away from me I'm fine" Lieutenant Terri Lee growled pulling her bandaged arm away from the EMT. She hopped off of the Ambulance and onto the street that was filled with Fire Fighters, coroners, reporters, and the dead bodies that belonged to her fellow officers. Terri watched as a dead officer with a throwing star in his head was loaded upon a stretcher and a sheet be placed over him. She closed her eyes briefly before opening them again and searching the mass of people on the scene for Captain Stacy, she spotted him standing inside the restaurant looking around at the destruction.

Terri let out a grunt and started over towards him.

* * *

**Inside Puchelli's **

Captain George Stacy sadly stared down at the dead body of his undercover officer Trevor Redds; his eyes were open and staring upwards. George pursed his lips into a straight line as he zeroed in on the metal spikes in his throat. The Captain released a heavy sigh while moving his eyes away from Trevor and unto the other dead undercover Officer Natalie Wright. George walked over to her and knelt down to her, she had a look that was a combination of shock and horror on her face, there were several trails of blood that flowed from the throwing star that was embedded into her skull going all the way across her face and to the ground.

George put a hand to his face and gritted his teeth.

**CLINK! CLINK!** Went the sound of someone stepping on glass and debris.

"George" Terri whispered making her way over to him, she glanced around the trashed restaurant, her eyes dancing across the dead thugs, bullet ridded tables, Trevor and finally Natalie.

"It's happening again Terri" he stated seriously, taking his hand away from his face and looking at Natalie again, "This is the exact same S*** that happened out in L.A. It's just going to go on and on…..death, death, and more death and for what…..FOR WHAT!" he roared turning to her.

"George listen to me I need you to keep it together. I know this is bad but…."

"But nothing, I sent them in here Terri…Trevor and Natalie are dead because of me"

"George…shut up alright" Terri suddenly snapped catching him off guard, "None of this is your fault okay….Trevor and Natalie were cops and we all know the risk everytime we step out of the house with the badge…comes with the job. I'm sick of you and this misplaced guilt….don't blame yourself, blame the people that are responsible….the Kingpin…those Mob assholes and…."

"Fortnato" George growled.

"Yeah hi…" she started.

"No…look" George said interrupting her, he stood up and pointed behind her. Terri turned to see Spider-man land on the ground with Angelo Fortunato over his shoulder. George gritted his teeth so hard he thought they were going to crack. Terri's words swirled through his mind and he snorted his nose in an angry fashion, like a bull ready to charge. She was right, he needed to stop the guilt trip he was putting himself through, this incident wasn't his fault the sole blame for all of the death and destruction that happened today was squarely on the shoulders of the Fortunato family. George brushed past Terri and stomped towards Spider-Man and Angelo.

* * *

**Outside**

"ARGH!" Angelo Fortunato grunted in pain when Spider-Man dropped him onto the street.

"Quiet...you brought those injuries upon yourself" Spider-Man replied "Captain Sta…." he started before his spider sense buzzed very lightly. He looked to the right to see the Captain storm out of the giant hole in the restaurant with a visibly angry snarl written across his face.

'_Whoa…he's on the warpath'_ Spider-Man thought as he neared but he didn't pay any attention to him. Captain Stacy growled loudly while bending down and grabbing Angelo by the front of his suit and hoisting him to his feet then slamming him into the side of the SUV that was next to them.

"AHH! HEY YOU ASSHOLE!" Angelo grunted.

"SHUT UP! ARE YOU HAPPY YOU PIECE OF SH**!" George shouted in his face spit flying from his mouth a bit.

"GEORGE!" Lieutenant Lee called out but her words fell upon deaf ears.

Captain Stacy roughly pulled Angelo off of the SUV and forced him to look at the street that still had a few dead bodies sprawled about, "LOOK! LOOK AT WHAT YOU AND YOUR FATHER HAVE DONE!"

"WE DIDN"T DO THIS!"

"YES YOU DID, YOUR FAMILY DOESN'T KNOW HOW TO DO ANYTHING OTHER THAN CAUSE DEATH! ALL OF YOU FORTUNATO'S ARE ALIKE! BECAUSE OF YOU GOOD AND HONEST MEN AND WOMEN DIED HERE TODAY!" George roared before slamming him back into the SUV again.

"CAPTAIN STACY!" Spider-Man shouted.

"SHUT UP!" George growled at Spidey looking at him briefly before turning back to Angelo. He gripped the front of his suit even tighter and pushed up towards his neck a bit choking him a little.

"You're making…. a big mistake" Angelo strained/groaned out. He had a serious expression on his face and he staring into George's eyes.

"…The only one that's made a mistake is you and your Father" George growled back in anger pushing upwards a tad bit more. Angelo could feel his air supply being cut off and started to gasp.

"CAPTAIN!" Lieutenant Lee shouted out rushing towards him, "George let him go" she hurriedly whispered into his ear. He didn't respond immediately he just continued to star into Angelo's eyes.

Spider-Man stood there looking at the scene wondering what was going on.

"George…there are camera's out here" she said pointing.

Captain Stacy broke eye contact with Angelo by turning to the right and sure enough there was a reporter looking at him and talking to the cameraman who had his camera trained on him holding Angelo.

"Look we got him now, he's not going anywhere...let the EMT's fix him up and then we can take him back to the precinct and we question him….but you can't do this" she said hurriedly into his ear.

George heaved a heavy sigh and he reluctantly took his hands off of Angelo who slowly sunk down to the ground greedily taking in the much need air, once he had enough he lifted his eyes and met the glare Captain Stacy was giving him.

"MEDIC!" Terri shouted waving over a few EMT's. The EMT's quickly rushed over with a stretcher, the medical techs loaded Angelo Fortunato upon the stretcher and surveyed his injuries then wheeled him towards the ambulance.

"I want eyes on him at all times" Captain Stacy growled.

"I know, I'll follow along in my car…..you need to handle the press though and George please….. keep it together"

He nodded his head and took a few steps away from them and rubbed his face.

"What the hell was that about?" asked Spider-Man

"I'll tell you on the way to the hospital…come on, we can't let Fortunato out of our sights" Lieutenant Lee replied turning and heading for her car.

* * *

**Daily Bugle- 11:20am**

Ben Urich sat hunched over his desk in the Daily Bugle pit with his cell phone hugged to his ear. He looked around to see if anyone was looking at him and thankfully no one was paying him any attention mostly because everyone was still reeling from the explosion of violence that was the shootout in the lower eastside. Ben, like everyone else had been shocked by what happened but what shocked him the most was the face of a man that he'd never thought he'd see again.

'_Come on pick up pick up' _he thought to himself.

**CLICK! **

"Hello" came the voice Matt Murdock

"Matt" Ben whispered in a hushed voice.

"What is it Ben?" he asked.

"I'm assuming you've just seen…I mean heard about the…"

"The lower eastside incident, with the hand...yes, I just heard it on the news" Matt replied, "Spider-Man had it under control…."

"Yeah, he managed to save a few from what I'm hearing but that's not why I called"

"Why then?"

"The reporters reporting at the incident managed to get a grainy view of a familiar face….one that we both thought was never going to show up again"

"Who?"

"The Punisher" he whispered.

"WHAT!"

"Like I said the footage was grainy and a bit out of focus but I swear to God I know Frank Castle's face anywhere"

"…."

Ben waited a long second for a response but he didn't get one.

"Matt"

"I'll call you later Ben…thanks for the heads up" Matt replied before cutting the line.

Ben removed the phone from his ear and closed it before tossing it on his desk. The weary investigative reporter rubbed his brown hair tiredly; he remembered vividly the last time the Punisher was in town and now that he was in town again and seemed to be somehow connected to the gang war it could only spell trouble for everyone.

"So" came a voice.

Ben jumped a little and looked up, he saw the face of his partner/sidekick, up and coming reporter Indy Daimonji leaning on the top portion of his cubicle with a serious look on her face.

"Who is the Punisher?"

"How long have you been there?" he asked a bit forcibly.

"Long enough, who was that Matt guy you were talking to?" she asked with a raised eyebrow.

"None of your business" he replied leaning back in his chair.

"I think it is seeing as how we're partners" she countered.

Ben smirked a bit and shook his head.

"You figure out who he is"

"Fine….I will. I'll just use the skills you've been teaching me to get to the bottom of it, but in the meantime how about you tell me who this Punisher guy is"

Ben chewed the bottom of his lip for a second before looking around again.

"Not here, follow me to the roof and I'll explain" he replied standing up from his seat.

Indy scrunched her eyes a bit but shrugged her shoulders, obviously whatever he had to tell her was juicy and the curious nature within her was dying to know so she quickly left the cubicle and followed behind him.

* * *

**Maggia Residence- 1:00pm **

Don Maggia strode into his private room and immediately went towards the bar that was installed in the room. He got a crystal liquor glass followed by a bottle of scotch; he poured himself a stiff drink and then took a big gulp. Don Maggia sighed letting the alcohol warm his insides and calm his nerves. The Don wasn't a stranger to near death experiences but every time one would come around he would respond in the same fashion, get himself a drink and sit in his room without being disturbed for a while.

"Vanessa Fisk" he whispered taking another gulp from his glass. The whole time he and his men that survived the shootout were trying to make it back to their stronghold he had been wracking his brain trying to figure out how she could have found out about their meeting so quickly and only one conclusion came to mind…..there was a rat scurrying about.

**KNOCK! KNOCK! **

"WHAT DID I SAY!? I SAID I DON'T WANT TO BE DISTURBED!" Don Maggia roared.

"I know boss but…you have a phone call" the henchman behind the door replied.

Don Maggia finished his drink and stood up, stomping towards the door. He opened it and stared daggers at the henchman who shied away from the look a bit but held out the phone.

"Who is it?" he asked.

"Fortunato"

Don Maggia grabbed the phone and then slammed the door.

"Fortunato, you escaped?" Don Maggia asked

"This is Not Angelo Fortunato, this is his father"

"Don Vincente" Maggia stated "Nice to finally be important enough to hear your voice"

"It was not out of disrespect Maggia I can assure you; this is my son's time to shine. He was supposed to be spearheading this takeover"

"Perhaps it would have gone better with a more experienced person pulling the strings" Don Maggia countered while heading to his min-bar again and refilling his glass.

"Perhaps, but we all have to start somewhere"

Don Maggia took a small sip.

"What do I owe the pleasure of this call?" Maggia asked although knowing why.

"Don't play coy with me Maggia, you know damn well why I'm calling…..What the hell happened in the meeting my son had with you"

"Look I don't know alright one minute we're talking the next…NYPD show up followed by Bullseye and those damn ninja"

"Now how could something like that happen? I really don't give a s*** about the police, I'm more concerned about Fisk….how could she know he was going to be there…unless of course…someone told her" Fortunato said with a definite edge in his voice that Don Maggia recognized instantly, but he didn't react with fear, he simply took another sip of his scotch and he sat down on his couch.

"You accusing me of something Fortunato?"

"You are the only one my son talked to yesterday about the showing up at the meeting so I suppose I am. I had thought you to be smarter than that Don Maggia, siding with someone like Vanessa….."

"I have to stop you right there…..now normally when I'm falsely accused by someone I'll have their throat slit but seeing as how this is a misunderstanding I'm going to let it slide" Don Maggia said forcibly.

"…."

"If you're trying to figure out who ratted us out to Fisk then you and I are on the same wavelength….I was thinking the same thing. It's true that your son and I talked the night before but remember who we're dealing with here…..the F***** Kingpin of crime, or at least someone that has access to the true Kingpin's power. That bitch of his has almost unlimited resources so she could have our phones tapped…or when I called that restaurant to set up the reservation one of them could have squealed to her, she has rats everywhere or…or….." started Don Maggia before stopping. He froze in his spot for a second and then leaned back in his seat.

"Or what?" asked Vincente Fortunato.

"Son of a bitch" he whispered.

"Excuse me?"

"I just figured out who the rat is" Don Maggia stated taking a gulp of his scotch.

"Who?" Fortunato asked eagerly.

"I doubt that Fisk has my phone tapped she wouldn't have had the time and I know she didn't get to those people at the restaurant I never told them I was meeting with your son…..so that only leaves Buotoni as the one who ratted us out"

"How can you be certain it was him?" Fortunato asked.

"Because last night after I finished talking to your son I called Buotoni….and I mentioned to him that your son would be stopping by…mostly as an off handed comment but I only mentioned it to him and not Cornelius, I was going to call Cornelius but I was side tracked with family issues….it would have to be him"

"Are you certain that it was him?" Fortunato asked seriously

"Positive, but it doesn't make any sense why would he side with Fisk and not with us?"

"Probably figured Fisk was going to crush us…..and while you and Chompoti were picking up the pieces he would be able to swoop in…..its pathetically brilliant"

"Well we'll see how brilliant it is when I get to him…..I was almost killed today"

"No, I'll deal with Buotoni" Don Fortunato stated, "He set up my son….so he'll have to deal with me"

Don Maggia responded by taking another gulp of his scotch.

"Maggia I noticed that you were throwing around the word us….is it correct for me to assume that you are fully allied with me against Fisk"

"Yes I am, and I know Chompoti is with me as well. As I told your son we're all sick of that woman and she must be dealt with" he said menacingly.

"And she will be, but in the mean time I need you to supply me with some of your men"

"Done"

"Good, also, I need to know if you have any….unique enforcers on your payroll. An enforcer along the lines of Electro."

Don Maggia leaned back into his couch and finished off his glass of scotch, it only took him a second to realize what Don Fortunato was referring to.

"You mean do I have a side show freak under my employment to use against that woman" Don Maggia stated bluntly.

"Yes, Fisk is using Ninjas and Bullseye…very dangerous combinations for us in the long run….plus there is a complication that has arrived"

"What complication"

"A very resilient complication that doesn't know when to die…he'll make himself known to you in due time, but if we're going to win this thing we need an edge. Electro is locked up tight and I'm unable to break him out of prison at the current moment"

Don Maggia bit his lip because he knew that Don Fortunato was right...they needed an edge, the mob boss closed his eyes for a second and released a deep sigh. He opened them and there was a….steely look within them, an almost haunted look.

"I do have someone that we can use but…."

"But"

"But he's a little unhinged…..his brutality and viciousness is something that could rival even Bullseye's. He's so vile that the Kingpin didn't even want to deal with him….and the last time I used him for a job he carried out the task but he brought a lot of attention to himself….he left a blood trail about a mile long."

"Some attention is exactly what we need right now. Fisk is not afraid to toss around her enforcers so neither can we be afraid to toss our weight around…"

"I guess not. I have him stashed in Jersey; got him set up with a nice house and I pay him to keep a low profile. I don't really know what to do with him to tell you the truth, I can't fire him because if I do that will create a backlash that I'm not willing to unleash, and I'm damn sure not turning him over to Vanessa Fisk just so she can use him against me"

"I'll tell you what to do with him get in contact with him and tell him I want to meet"

"Where?" Maggia asked.

"I'll tell you the details later…..just call him and tell him I want to use him"

"Fine, I can do that"

"Good…now if you'll excuse me I have to take care of a rat" Don Fortunato said before hanging up the phone.

* * *

Don Maggia placed his cordless phone on his the glass table in front of him and he put a hand to his face.

'_I can't believe I'm going to call…..him. I swore that despite the fact that he's good he's just too violent even for my level…which is saying something, but Vanessa is holding some big guns. And Fortunato is right if we are to survive we need all the edge we can get'_ he thought.

Don Maggia stood from his couch and he walked towards the desk in his private room, he threw open the bottom right drawer and he pulled out a burner phone. The mob boss dialed a few numbers by heart and he waited.

**RING! RING! RING! CLICK! **

"AHHHHHHHHHHHHHHHHHHHH!" came the shriek of someone in agonizing pain. Don Maggia moved the phone away from his ear for a second before putting it back to his ear.

"Hello" came the joyful response of a man with semi-deep baritone voice.

"What are you doing?" Maggia demanded over the phone.

"My usual science experiments that you so graciously provided me with"

"AHHHHHHHHHHHHHHHHHHH!"

"You're supposed to be laying low" Don Maggia replied

"I am, how can I be of service to you Maggia"

"I need you make your way to New York…."

* * *

**Fisk Towers: 1:20pm **

**BAM! **Went the sound of Bullseye bursting through the double doors of the penthouse/office. Vanessa Fisk whipped around in her chair to see Bullseye storming towards her.

"Is he dead?" she asked.

"No" Bullseye growled stopping at the front of the desk.

Vanessa cursed under her breath and a frown formed on her face.

"You mean to tell me….you...FAILED!'

"YES!" Bullseye yelled in anger "But it wasn't my fault…I had him in my sights but that son of bitch Frank Castle got in my way"

"Who?"

"Some old F***, don't worry he isn't an issue, more of an annoyance than anything…but that bug…F***** SPIDER-MAN is the problem" Bullseye growled slamming his hands down on the desk, "I had Angelo but the bug showed up and…..made me miss, and then he swung off with him"

Vanessa folded her arms across her chest and her eyes narrowed.

'_Spider-man'_ she thought to herself, "The hand ninja failed to kill him too"

"Those sword wielded F*** are usele…." Bullseye started before a flash of movement out the corner of his eyes caught his attention.

The fierce assassin had just enough time to turn his head to see a red boot connect to his face; he went tumbling to the ground. Bullseye shook the stars from his eyes and tried to get up but as soon as he righted himself several hand ninjas appeared and held their razor sharp swords right at his neck effectively restraining him. He really didn't pay them any mind because his focus was drawn to the deadly and beautiful Elektra who was standing in front of Vanessa with a sai pointed at her throat.

* * *

"ELEKTRA!" Vanessa exclaimed, truly shocked to see her. One moment she was talking with Bullseye the next Elektra had a handful of her expensive blouse in her hands and a sai pressed against her throat.

"Do you have any idea the amount of trouble you have just caused for us" Elektra stated slowly and deliberately.

Vanessa was shocked for a second but the shock vanished at the tough as nails facade of the Kingpin took over. She scrunched her face up in anger and stared Elektra in her eyes.

"RELEASE ME NOW!"

Elektra however pushed her sai closer to Vanessa's throat earning a slight gasp from her as the sai cut her skin a bit and made a drop of blood roll down the sai. The current Kingpin of Crime pursed her lips and swallowed slowly.

"Perhaps you can tell me exactly how I caused you trouble Elektra" she said a bit more diplomatically.

"My ninja are your bodyguards…not your media mules." Elektra growled.

"Ah but you see that's where you're wrong…your ninja are what I pay them to be and I need them to be my media mules"

"I should kill you for allowing them to caught on camera…..we operate in the shadows"

"If your ninjas were actually able to achieve results in the shadows then that's where they would be but so far they have been nothing but a failure…..you have been nothing but a failure Elektra"

Elektra narrowed her eyes and inched her sai a little closer earning another gasp and another drop of blood.

"T-The truth hurts" Vanessa continued.

"Not as much as my sai piercing your jugular" the Greek beauty replied.

"But killing me…..still doesn't make me wrong. At every turn you and ninja have failed to perform as advertised. Your ninjas allowed Silver Sable to escape…they've failed to retrieve my science project…..your ninjas have failed to kill this new enemy of mine, Don Fortunato…..and above all else you have failed to take care of SPIDER-MAN AND DAREDEVIL!"

Elektra's eyes briefly shifted away from Vanessa's as her mind roamed over everything that she had listed, and everything, every word was completely true. The Hand is many things but one thing that they prided themselves on was not being failures, but to hear their failures out loud sent a spark of anger through her.

Elektra turned her eyes back to Vanessa and after a tense second removed the Sai from her throat. Vanessa instantly grabbed her throat and her hand roamed over the small cut that the Sai left on her skin. Elektra backed up and turned away from Vanessa so her back was to her, she held her head down and stared at the floor in deep thought for a second before raising her head and gripping her Sai's tightly. Elektra turned her head and looked at Vanessa over her shoulder.

"I will keep the promises that I have made Fisk…..but no more Media, my ninja are to remain in the shadows. If they are caught on camera again then you can consider out contract null and void"

Vanessa didn't respond but only rubbed her neck and stared at Elektra.

"AH!" came a shout.

Vanessa glanced to her left to see the hand ninja that were holding Bullseye had vanished and had pushed him to the ground, she turned her eyes back to the front but Elektra had vanished as well.

* * *

**Queens- Lieberman Hardware Store- 2:45pm**

Linus Lieberman aka Microchip was leaning on the counter fixing a radio while simultaneously watching the news report of the shootout on the lower eastside a few hours ago. He screwed in a screw and looked up at the ninjas fighting the police and all he could do was shake his head but then something caught his eye. He scrunched his eyes up as he saw the armored van that he had supplied to the Punisher drive out of the restaurant, he then saw a blurry image of the Punisher get out of the van and throw out the tear gas that he had supplied him with into the crowd of cops and ninja.

"Oh my God" he whispered.

**DING!**

Microchip turned to the right and recoiled a bit when he saw the Punisher enter his store. The Punisher closed the door, locked it and flipped the sign to close before limping over to the counter.

"Holy hell, you look like S***"

"I need your help again I need more weapons and….." Punisher started but he was interrupted by Microchip.

"No No No No I'm not helping you anymore….you said that you were going to punish the wicked…but that looks like you attacking the cops. I'm not into that anymore I only sell to…."

"Grrr…I wasn't attacking them alright, they were just…in the way as were the ninjas. I was only after one person, plus it was only tear gas….they'll be fine"

"Still though I'm not going to help you" Microchip replied sternly

The Punisher growled low in his throat and suddenly leaned over the counter and grabbed Microchip by the front of his clothes and effortlessly yanked him over the counter and to the ground.

"OOMPH!" Microchip grunted hitting the ground.

"You are wasting my time… every second I spend here is another second that my actual target gets further away" the Punisher growled before limping around the corner and towards the section of the floor where Microchip's weapons were stashed.

"LOCKDOWN!" Microchip shouted.

**CLANG! CLANG!**

The Punisher stopped when he heard the sound of metal locks reverberating from the secret spot that had the weapons.

"Who's…your…target" Microchip demanded rubbing his arm.

The Punisher hung his head and turned towards the downed man and glared at him.

"It's none of your business"

"Oh but I think it is…..I took your money and your word the last time….mostly because I owed you for saving my life but then I look on TV and see you using my weapons against the police. I made a vow a long time ago about how I wouldn't sell to people who do wrong….now you say you weren't trying to harm them so convince me" Microchip challenged.

The Punisher stood still in his spot staring at Microchip menacingly but the shorter man didn't budge. He grinded his teeth together in anger but he realized that Microchip had the upper hand. He had the weapons, and if Frank wanted them he would have to convince Microchip of his cause, which was something he really didn't want to do. He released a sigh and narrowed his eyes.

"…I'm after"

"Wait…before you begin why don't you tell me your name…the only thing I know is that you call yourself the Punisher…..I'm sure you had a name before that" Microchip said while standing to his feet.

"…My Name…..used to be Frank Castle…."

* * *

**Police Precinct- 3:05pm**

Spider-Man leaned against the wall with his arms folded across his chest and standing next to him was Lieutenant Terri Lee. They both were bandaged up and had been at the precinct waiting for Captain Stacy to arrive. After the battle earlier Spider-Man had escorted Terri and Angelo Fortunato to the nearest hospital were all the other injured officers were being taken; once they finished there they headed back to the precinct in order to question Angelo but Captain Stacy had called them saying he wanted to be the one to question him and so they waited. While they were waiting though Lieutenant Lee relayed Captain Stacy's story to him, albeit with a few missing pieces but enough to where Spider-Man got the gist of why he was taking this Gang War so personally.

Spider-Man released a sigh and pushed off the wall; walking towards the one way mirror he stared through the glass and at the bandaged Angelo Fortunato.

"So this guy's father killed Captain Stacy's best friend"

"Something like that" Terri replied.

"And now they are trying to….."

**CREAK!**

Spider-Man and Terri turned to the left see the door open and Captain Stacy look at them.

"Start Recording" he stated before closing the door.

Terri quickly pushed off the wall and she went to the desk that near Spider-man, the desk contained a recording machine that was used to record all conversations in the interrogation room, she reached for a switch, turned it on and then directed her eyes to the one-way mirror.

* * *

**Interrogation Room**

Angelo sat in the highly uncomfortable chair while staring angrily at his own reflection in the one way mirror that across from him.

'_What…the hell…happened'_ Angelo thought to himself while scrunching his face in anger even more _'One minute I'm in the meeting and the next I'm in the one place I never thought I'd be, a place where I've spent my life trying to stay out of…shot to hell in one fell swoop by….' _

Angelo's thoughts were interrupted by the door to the interrogation room opening and Captain Stacy walking in.

"Ah the return of Psycho cop" Angelo said glaring daggers at the Captain.

George paid him no mind and pulled out the chair in front of Angelo and sat down. The two enemies stared at each for a long second before Captain Stacy placed a tape recorder in the middle of the table. He glanced at Angelo and then pressed play.

"_Excellent….with all of us combined we will finally be able to Kill the so called Kingpin of Crime Vanessa Fisk"_ came Angelo's voice over the tape recorder.

Captain Stacy pressed stop on the tape recorder and continued to stare at Angelo.

"DO you know what that is?" he asked.

"A very bad impersonation of me" Angelo replied flippantly.

"That's you conspiring with Maggia, Buotoni, and Chompoti to commit murder…do you know what that's called….it's called Conspiracy to Commit Murder. It's just as bad as doing the actual crime and you can be sentence to the same amount of time. So right now you're looking at about 25 to Life"

"HA! You're funny…good one, nice joke"

"Does it look like I'm joking?"

"You must be if you're trying to use that against me…really, Conspiracy to commit Murder…is that even real?"

"You'll find out soon enough but how about for good measure I throw in resisting arrest…attempted murder or how about your mob…."

"WHOA! Where are you getting all of these false allegations from huh…..I'm the victim here"

"VICTIM MY ASS! You're trash….. you and your father…you're whole F**** Family."

**WHAM!** Went the sound of Angelo slamming his fist down on the table and leaning forward staring directly into the Captain's eyes.

"I'd watch my mouth if I were you old man…..where I'm from words can get you into a lot of trouble"

"That sounded like a threat…..would you like for me to throw threatening an officer into the dozens of other charges you're facing….boy"

"Don't call me boy…..I am a Man"

"HA! You're a boy pretending to be a man….a child trying to fill Daddy's shoes. Speaking of Daddy…..where is Vincente Fortunato"

"…"

"If you were to give him up then maybe some of these charges against you could be reduced maybe even dropped but if you don't tell us where he is then we're going to get your friends in here…..Maggia, Buotoni, and Chompoti….see if they have anything to say and I'm most definitely certain that they'd be willing to dump everything on you"

"HEHE!" he started to laugh "You really think they would roll over on me…HAHA! You'd have a better time try to bring those dead cops of yours back to life HAHA!"

The tense mood in the room became even tenser, Captain Stacy's eyes widened at Angelo's flippant comment about his dead officers. His face scrunched up in a snarl and his teeth grinded together.

"RAHHHH!" he yelled leaning over the table and grabbing Angelo by the front of his clothes. He pulled him over the small interrogation table and he slammed him into the one-way mirror as hard as he could, "YOU THINK THIS IS FUNNY YOU SNOT NOSED PIECE OF….." he started.

**SLAM!** Came the sound of the door being thrown open. Lieutenant Lee and Spider-Man both rushed into the room and to the enraged Captain Stacy.

"GEORGE LET HIM GO!" Terri Shouted grabbing one of his arms.

"CAPTAIN STACY LISTEN TO HER!" came Spider-Man's voice.

Captain Stacy let out a few haggard breaths and his eye twitched dangerously, he didn't want to listen to them but he caught sight of his reflection in the one-way mirror and his senses quickly returned to him. His haggard breaths became slow and even and he released his hold upon the younger man and backed away. Angelo slid down to the ground breathing heavy, he sucked in a few breaths while staring up…his eyes darting between the three of them. He let out a cough before slowly standing to his feet.

"I want my Lawyer and I want my phone call"

* * *

**Staten Island- Fortunato Mansion**

Vincente was pacing the floor in his study, his mind roaming over several important facts that needed his attention when his concentration was broken by incessant knocking on the door. The elder Fortunato stopped his pacing and turned to the entrance to see one of his men enter his study with a phone in hand.

"Who is it?" he asked.

"Angelo"

Vincente walked towards the man and snatched the phone away and put it to his ear.

"Angelo"

"Dad" he whispered

"Where are you?" Vincente asked relieved that his son was still alive.

"I'm at the F***** Police station."

"And you're calling me from the precinct they could be tracking this call…."

"I'm not stupid Dad…they probably are trying to trace this call but it'll take them about a 2 minutes to trace it meaning we have about another minute and change…...and I'm fine by the way" Angelo replied.

"Obviously. I thought the Punisher had you"

"That SOB almost had me but Spider-Man rescued me and he brought me here. You have to get me out of here"

"No." Vincente stated.

"NO!" Angelo shouted.

"You're safer there. The Punisher is after you as is Vanessa Fisk…..no doubt both of them have eyes on every police station, if you get bailed out then they'll kill you before get here or worse they'll follow you. I want you to stay there until I come up with a plan to free you"

"You want me to stay in jail….F***. How the hell did this happen." Angelo growled.

"Isn't it obvious, there is a rat…..Vanessa was able to get a rat but not to worry though. I'm going to deal with that very soon. Just stay in there and keep your mouth shut"

"Keeping my mouth shut will be no problem…but this is freaking Police Captain….what's his name…..George Stacy is riding me and I swear to God once I get out of here…"

"Careful son..." Vincente said.

"Yeah I know….nothing over the line"

"I assume you already called the Lawyer"

"Yeah"

"Good. I'll relay my orders to him"

"Fine…..and Dad"

"Yes Angelo"

"Hurry"

**CLICK! **Vincente Fortunato took the phone away from his ear and he tossed it at the henchman that was behind him.

"Gather only the best men that we have and all of our weapons, we have a rat to deal with"

"Yes sir" the henchman replied turning and heading out of the room leaving Vincente all by himself, alone, with nothing but his thoughts.

"George Stacy…why does that name sound so familiar" he whispered while putting a hand to his chin.

* * *

**Later: Don Federico Buotoni's Residence- 4:30 pm**

Don Federico Buotoni reclined in his comfortable armchair with a bottle of champagne in his hand while watching his large screen TV. He was sitting by himself and silently reflecting on the events that happened to him earlier in the day and the part that he played in how everything transpired.

'_Hmph….only a matter of time now'_ he thought to himself.

**DING!** Went the sound of the doorbell

Don Buotoni heard one of his men go to the door answer the door.

"WHA…"  
**POW!**

Don Buotoni jumped at the sound of the gunshot and quickly got out of his chair. He turned around to see several armed gangsters storm into his house. One of the armed gangsters saw him and raised his weapon but Don Buotoni threw the champagne bottle in his hand at the gangster.

**SMASH!** Went the sound of the bottle cracking against the intruders face.

Several more armed gangsters flooded Don Buotoni's house through the other doors in the house but at the same time Don Buotoni's men responded and loud rapid gun fire began to fill the house along with men shouting and hollering.

* * *

**Upstairs**

Federico managed to make it up stairs were more of his men were and they all had their weapons drawn.

"YOU IDIOTS GET DOWN THERE!" he shouted pointing at the men that were shooting downstairs. His men nodded their heads and rushed down the stairs and into the fire fight.

The Don rushed down the hall away from the shooting at to the room where he knew his wife and kids were located.

* * *

**BAM!** Went the sound of Federico bursting through the doors.

"FEEDERICO WHAT'S GOING ON!?" Buotoni's wife shouted.

"We have to get out of here…..NOW!" he shouted running towards his youngest daughter and picking her up.

**POW! POW! BUDDDAAAAA! BUDDA!**

Federico turned to the door he just came through because the sound of the gunfire was getting close. He looked around the medium sized room and he saw a window to the left, without out question he rushed towards the window and he began to open it.

"We're going out the window?" his wife questioned.

"No choice dear….my enemies are in the house" he said opening the window fully.

Don Buotoni looked out of the window and he didn't see anyone so he assumed that it was safe.

"Okay hold on to daddy baby" he said while sticking on leg out of the window.

* * *

The Buotoni family ran across their large lawn and to the gate that was on the side of the building. Each step they took they were trying their best to ignore the rapid gun fire that was coming from within their Mansion.

"HURRY UP!" Federico shouted to his wife over his shoulder.

The Don didn't care about his men…thats what he paid them for to fight for him and if need be die, the only thing he concerned himself with at the moment was getting his family to safety. He reached the gate and he put his youngest daughter down on the ground, he quickly put in the gate code and watched with relief as the gates opened.

"COME ON!" he shouted picked up his daughter.

Suddenly a brown cadilliac drove through the gates and Buotoni recoiled in shock as the doors swung opened and several men with gun stepped out.

"DON"T MOVE!" one of the men shouted.

Don Buotoni gritted his teeth and swallowed hard because he knew that he was caught.

* * *

**Staten Island- Landfill- 20 minutes later**

The black bag that was covering Don Federico Buotoni's head was pulled off and the smell of the landfill assaulted his nose. He tried to block it out but it was absolutely pointless, the mob boss turned to the right and he saw that his wife and two daughters had bags similar to his on their heads as well but along with the bags their hands were tied behind their backs with zip ties. The Mob boss listened and he heard the soft sobbing coming from his two daughters; he tried to get up to go to them but he was restrained by a firm hand.

"You're making a big mistake" He growled

"No you made the mistake" came a voice. The Don looked to the left and he saw Vincente Fortunato walk into view, Buotoni saw him and he instantly knew that he had been found out, his breath began to quicken and his heart started beating faster.

"Fortunato"

"You sold my son to Vanessa"

"Now wait a minute no…you have all wrong" he replied.

"Yes, lie, I want you to" Vincente said staring him dead in the eyes.

Federico saw the look in the man's eyes and he knew that no mattered what he said he and his family were going to die. The Don swallowed hard and steeled himself...for the end.

"Let my family go….they have nothing to do with this." Don Buotoni pleaded but his pleads fell upon deaf ears.

"They have everything to do with this Federico. You sold my son out and he almost got killed in the process…..so the same will happen to your family…..only they will die" he stated nodding his head.

Federico saw the nod and he turned to the right to see one of Don Fortunato's men reach into his coat and remove a gun.

"NO! PLEASE! NO! I'll DO ANYTHING!"

"WAIT!" shouted Fortunato. His henchman with the pistol in his hand stopped and turned to his boss. Don Fortunato reached into his pocket and pulled out a cell phone and tossed it to the ground next to Buotoni.

"The only way to save your family is to call your number two and tell him that he and the rest of your men work for me now"

Don Buotoni looked down at the phone and then back up at Vincente.

"No"

"Kill his oldest daughter first"

"NO! ALRIGHT! ALRIGHT! I'll do it" Don Buotoni relented.

Fortunato nodded at another one of his men and then bent down and cut the zip ties on Buotoni's hands. The captured Don glared daggers at Vincente but knowing he didn't have any other choice slowly picked up the phone. He dialed a few numbers by heart and he waited.

* * *

**CLICK!**

"Hello"

"It's me…."

"DON BUOTONI! We thought the worst…..we thought….."

"Shut up and listen….I'm taking a leave of absence…..and until I get back. All of you are under the command of Don Vincente Fortunato"

"The guy that's in a war with the Kingpin…are you sure…."

"YES I'M SURE YOU IDIOT! NOW TELL THE OTHERS!"

"Sir…"

**CLICK!**

* * *

Don Buotoni quickly ended the call and tossed the phone to the ground.

"I did it…now let my family go"

"As promised..they can go….to hell with you….Kill them"

"WHAT NO!"  
"FEDERI….." Buotoni's wife started before a gun shot echoed throughout the air.

**POW! POW! POW!**

* * *

**Even Later in the Day- 7:15 pm- TV**

"_Good Evening New York I'm Michelle Burns bringing you up the minute news. Our first story tonight is the suspension of the superhero team known as the Fantastic Four. This shocking news was alerted to our attention when the FF were tapped by the UN to investigate a recent event of strange occurrences in the North Atlantic Ocean but in a surprise twist the leader of the Fantastic Four, Mr. Fantastic aka Reed Richards informed the UN of the suspension, earlier today we tried to get an interview with Dr. Richards and he had this to say. _

* * *

_Reed Richards: "We were hoping to break the news at a later time but yes you're inquires are correct, for the time being all of our activities as the Fantastic Four have been suspended. The reasoning behind this decision is a very personal and we ask that everyone respect our wishes, once we have worked through this personal matter the Fantastic Four will return" _

* * *

"_What could this mean for those depending on the Fantastic Four, does this mean that if the world is threatened the Fantastic Four will not answer the call….only time will tell the full ramifications of their decision but more on that later. Our next top story is of course the shootout earlier today on the lower eastside between the police, armed thugs, and ninjas. In what was a peaceful morning quickly turned into a chaotic one as you can see on your screen now. _

_The reports are still a bit ambiguous as to how all of this transpired but what we do now is that the events are centered on this man Angelo Fortunato, we attempted to get a word in with Captain George Stacy of the NYPD about him and he had this to say…._

* * *

_Captain Stacy: All I can say for now is that we were following a tip and it lead to this heinous act of violence thanks in part to several individuals who will be arrested and charged. _

_Reporter: "WHAT CAN YOU TELL US ABOUT ANGELO FORTUNATO"_

_Captain Stacy: "Angelo Fortunato is a suspect that we are questioning right now and that's all that I will say on the matter excuse me….." _

_Reporters: "CAPTAIN! CAPTAIN!" _

* * *

"_Whoever is responsible for the events on the lower eastside will have much to answer for; we were able to get a rough estimate on the number of deaths. There were 15 as yet unidentified armed thugs murdered, while there were 17 dead officers, and 8 more wounded…._

* * *

**Queens- Lieberman's Hardware Store**

"…_.However there has been no sightings of the mysterious ninja who were seen during the battle…"_

* * *

The Punisher pushed a clip into the glock and then he holstered the weapon, the final weapon strapped to his side. After spending the last few hours telling his long tale to Microchip he had finally convinced him of his cause…convinced him why nothing should stand in his way of delivering punishment to Don Fortunato. Frank touched his bandaged leg and gritted his teeth, it was still sore but nothing he couldn't handle. He lifted his head and stared at the news report that was playing on the TV.

'_George…._' He thought to himself. He hadn't seen arguably his best friend in years, but he tossed aside the thoughts of friendship and set his mind on the task at hand, retrieving Angelo Fortunato. If the police had him in custody that means he was at the precinct which means he was going to have to find a way in there.

**JINGLE! JINGLE! JINGLE!**

The Punisher turned to see Microchip emerging from the floor and he was jingling a set of keys in his hands.

"It's not as armored as the last van but it's still tough….so are we going"

"We aren't going anywhere"

"I want to help you" said Microchip seriously.

"You are now give me the damn keys"

"Frank….if you want to get Fortunato you're going to need some back up in the field. Now I'm not saying I'll help you with the fighting but….I do know my own equipment and what's suitable for the situation"

The Punisher looked him in the eyes and he could see the seriousness within them, he could've stood there and argued but Microchip was a grown man, if he wanted to come then he would be responsible for his own life.

"I can't guarantee your safety…or your survival"

"That's fine….if I do die at least it would be for a worthy cause….now let's go get this Pr***" he replied closing the hatch to the secret weapons cache and then heading for the door.

* * *

**Fisk Towers- Same Time**

Vanessa was sitting at her desk intently listening to the news as it was playing on her big screen TV. All the while she was watching she was unconsciously rubbing the bandage on her neck, a wound that was inflicted upon her by Elektra. Vanessa looked away from the TV and stared out into space her mind roaming over several things but her concentration was broken by her double doors opening. Her eyes quickly darted up to see Bullseye walking into the room but he was carrying a small square box with him.

"What's in the box?" she asked.

Bullseye looked at her and then dropped the box down onto her desk.

**THUMP!**

"Open it and see" he replied.

Vanessa could see the flaps opened up a bit meaning that Bullseye had already looked into the box. She scooted forwards and reached for it.

"This was just delivered by messenger" Bullseye continued "It's a message"

Vanessa carefully opened the box and she recoiled a bit before her eyes narrowed, inside the box was the severed head of Don Federico Buotoni. A look of fear was frozen on his dead face meaning that he didn't die peacefully.

Vanessa closed the box back and pushed it away from her.

"Fortunato is proving to be a real pain in my ass. He now has all three families working against me now"

"How do you know that?" Bullseye asked.

"Maggia and Chompoti are both against me for sure but Buotoni wasn't….if Fortunato is as smart as I think he is….before he killed Federico I bet he made him give him his men and resources…..that's what this…message is about"

"So sweet cheeks…what's our next move?" Bullseye asked lazily shifting in his spot.

"We send a message of our own….Bullseye you have to kill his son" she stated sternly staring him in his eyes.

"I would but Spider-Man took him…."

"To the police" Vanessa finished for him pointing to the news report, "They just announced that he's at the precinct being questioned"

"And you want me to break into police headquarters and kill him"

"That sounds like fear I hear in your voice Bullseye…..and here I thought you weren't afraid of anything…fine it doesn't have to be you send the Hand Ninjas in there to kill him"

"No I'll do…I ain't afraid of cops….but what about Elektra?"

"She said no more Cameras…..they work in the shadows, so if it's shadows they want it's shadows they're gonna get. There's a power station not to far from the police station that generates power for the whole block"

Bullseye smirked and folded his arms across his chest.

"HEH HEH! I'll take care of it"

"Be sure that you do….I don't want any failures this time, now go…and take the head with you" she replied pointing at the box. Bullseye grabbed the box with the severed head, "Hey you HAND IDIOTS! COME ON WE GOT WORK TO DO!" he suddenly shouted while quickly made his way out of the office. Behind him several hand ninjas appeared and began to follow.

* * *

**Police Precinct-Nightfall- 8:00 pm- Roof**

Spider-Man let out a loud yawn followed by his 100th sigh; he had been at the precinct all day long. He was mostly there at the request of Lieutenant Lee; she wanted him to be there just in case there was another attempt on Angelo's life. He had tried to tell her that no one would be crazy enough to try to attack Angelo at the Police Headquarters but she begged him and so he relented.

'_If they were going to attack they would've done it by now….I think it's time for me to get out of here. Aunt May is probably worried sick I haven't checked in with her all day….and I'm starving'_ he thought to himself while leaning on the edge of the roof.

**CREAK!**

Spider-Man turned around to see the door on the far end of the roof open and out step Captain Stacy wotj two cups of coffee in his hands. The weary Captain walked towards the wall-crawler and handed him one of the cups.

"Thanks"

"Terri told me that you've been up here since about 4:00 I figured you could use a pick me up"

"I could use a pick me up and a 3 course meal…I'm starving" he replied lifting up his mask and taking a sip of the coffee.

"I think there are some stale donuts downstairs"

"Thanks but love handles and this costume don't mix" Spider-Man joked, "So, are you alright now"

"…I'm better, but I won't be good until this whole ordeal is over….bringing up a lot of memories I'd rather leave in the past"

"Care to tell me about them?" Spidey asked taking another sip of his coffee.

"I'd rather not" Captain Stacy replied taking a sip of his own coffee.

The two fell into a comfortable silence each drinking their coffee and staring out into the brightly lit city that they protected, but it didn't last long because the silence was broken by Captain Stacy.

"…Look kid….good job out there today. You, saved my life and I….never thanked you" he said glancing at him.

"…You're welcome Captain Stacy"

George took another sip of his coffee before looking at his watch.

"Hey I know Terri has you up here but you can go ahead and get out of here….I don't think anything is going to happen" he said to him.

"Great, I have someplace to be…but before I go what's going to happen to Angelo?"

"For now he's going to stay in holding…the bus for Jail left about an hour ago and he just now got to talk to his lawyer. Tomorrow he'll be arraigned"

"I'll be outside of the courthouse then…you know just in case" the wall-crawler replied setting his cup of coffee down, "Well until tomorrow Captain Stacy"

"I wouldn't leave just yet Spider-Man" came a voice.

Captain Stacy and Spider-Man whipped around to see the scarlet clad vigilante known as Daredevil standing behind him.

"DD!" Spider-Man exclaimed in shock.

Captain Stacy reached for his weapon but he was stopped by Spider-man.

"Whoa…Whoa easy there John Wayne….he's with me…."

"With you"

"Captain Stacy allow me to introduce Daredevil….my mentor of sorts….DD this is Captain Stacy"

"Your mentor" George whispered.

"Introductions will have to wait…they're coming" Daredevil stated seriously.

"Who?" Captain Stacy asked.

"The Hand"

* * *

**Down the Street**

Bullseye grinned a devilish grin as he drove his motorcycle down the street. He looked at his watch and then revved up his bike.

"Let's get this party started"

* * *

**Roof**

"The What?" Captain Stacy questioned.

"The Hand…..the ninjas you were fighting earlier. They call themselves the hand and they are on the way here to kill this Angelo Fortunato" Daredevil replied stepping closer to the two of them.

"How do you know that DD?" Spidey asked.

"Earlier I got a call from a friend of mine…..who told me that the Punisher is in town"

"Who?" Spider-Man asked again.

"Frank Castle" George and Daredevil said at the same time, they turned to each other briefly before addressing Spider-Man again.

"All you need to know is that he's trouble. Anyway once I got the call I started to search for him but no luck…so I went to the next best thing. I went to eavesdrop on the Kingpin…see if she may have a lead on Castle but what I got instead was an earful of her plan to murder Angelo Fortunato…..a message to his father. I managed to get here before them."

"Oh God…I know Vincente Fortunato…if his son is killed this war will never end. We have to keep him alive"

"Are the Hand idiots….they would actually try to stage an attack here…we would see them coming a mile away" said Spider-Man.

**KABOOOOM!**

Spider-man, Captain Stacy, and Daredevil turned around and looked out into the city…they heard the sound of an explosion but they couldn't see anything, suddenly all of the lights in the area went out and plunged them into darkness.

**HOONK! HONK! SCREEEEEEEEECH! CRASH!** Went the sound of the cars on the road.

"You were saying" Captain Stacy said turning to Spider-Man.

* * *

**Inside the Precinct- Seconds earlier**

Lieutenant Lee sat at her desk elbow deep in forgotten paperwork, the Lieutenant had been meaning to get around to doing it but with the gang war going on she had to prioritize. Terri let out a frustrated sigh and then rubbed her neck; she glanced to the left for the 100th time and spotted Angelo Fortunato leaning on the bars of his cell staring back at her. The young man had missed the bus to central booking so he had to spend the night in holding. She scrunched her face up at him and shook her head.

"Why don't you take a picture it'll last longer"

"Shut up." Lieutenant Lee snapped, "In a few hours I won't to look at you're ugly face anymore"

"Oh come on who are you fooling. I am not ugly….and if you put on some make up I would think you could be attract….."

**THOOOOOOOM!** Went the sound of the electricity going out.

"What the hell? DID WE BLOW ANOTHER FUSE!" she yelled out loud.

* * *

**Roof**

"This is bad" said Spider-Man.

Daredevil blocked his comment out and all the other sounds and tilted his head listening intently. He could hear the flapping of gi's in the wind and the sound was coming from up above.

"GET READY! HERE THEY COME!" shouted Daredevil removing his main billy club from the holster on his leg.

"WHERE!" shouted Spider-Man '_Spider sense'_

The Wall-crawler looked up to see a dozen hand ninjas' in the air; they were illuminated by the moon light and along with them their swords were glinting in the night as well.

"Definitely bad…CAPTAIN STACY GET OUT OF HERE!"

"LIKE HELL!" George shouted back pulling out his weapon and firing several shots.

* * *

The Hand ninjas silently hit the roof and dashed towards the three individuals on the roof with the intentions of killing them.

Daredevil wasted no time in engaging the enemy, the hand thought they hand landed silently but to Daredevil he heard them loud and clear. The moment their feet touched his radar sense kicked into high gear outlining the enemies coming for him.

The scarlet clad hero hopped over a horizontal strike and smacked the offending ninja in the head with his billy club. He landed and disconnected his billy club making two escrima sticks. DD blocked two mid-ranged sword attacks and responded by knocking their swords away and delivering a side kick to the first one in the chest and elbowed the second one in the nose.

Daredevil then backflipped over three more ninja and landed behind them, he squatted down and swept all of them off of their feet.

The sound of the three ninjas hitting the roof created a shockwave that only allowed Daredevil to _'see'_ more. Through his radar sense he could _'see'_ Spider-Man fighting his own battle.

* * *

Spider-Man head-butted a ninja in the head and turned in the nick of time to dodge a strike that was aimed for his back but as he dodged the strike that was meant for him it hit the ninja he head-butted and he disappeared in a puff of green smoke.

"I've been….." he started ducking under another strike before coming up with an uppercut "…to ask you guys. What's up with the green smoke?"

Spider-Man shot a web on the ground and pulled himself out of the way of three airborne Ninjas that were trying to stab him from above. They landed and missed with their swords so they threw out some throwing stars. Spider-man's spider sense kicked in and everything slowed down. He hopped and twisted his body so the throwing stars missed him; he landed on the ground and fired three web balls that each hit their mark.

"I've also been wondering about the green smoke" came Daredevil's voice.

Spider-Man glanced to the left to see him fighting with his escrima sticks.

"It has a strange earthy type of smell that I can't place…..uh oh"

"What….spider sense"

The two vigilantes looked to see Captain Stacy who was firing his weapon upon the ninjas about to be run through by a ninja. The two acting in perfect unison reacted instantly, Spider-Man shot a web that connected Captain Stacy's shoulder and he pulled him to safety while Daredevil threw one of his escrima sticks. The stick flew and smacked the ninja in the face, it bounced into the air and Spider-man shot a web and pulled it to him and then tossed it to Daredevil just as the scarlet clad vigilante needed it to block another attack. He blocked the attack and kneed the Ninja in the stomach; he then pivoted and threw out a round house nailing another ninja in the face.

"Captain Stacy you need to get out of here now" Spider-Man ordered.

"No"

"I wasn't asking I was telling"

Captain Stacy was about to respond when Spider-Man suddenly and effortlessly lifted him up and threw him off o the roof.

* * *

"AHHHHHHHHHHHHHHHHH!" Captain Stacy screamed as he sailed off of the roof the NYPD Precinct. He was airborne for a long second before he started to fall to the ground but about mid-way to the ground a web net formed and caught him.

George seeing that he was safe let out a few deep breaths to calm his nerves.

"I'm gonna kill that kid" he said to himself looking towards the roof but his eyes widen as more ninja started to pour onto the roof, "I have to help them…but how.. I."

**VROOOOOM! VROOOOM!**

Captain Stacy looked down towards the darkened street to see a motorcycle with its high beam on making its way to the precinct. George squinted his eyes trying to make who it was even though it was almost pitch black.

"Is that…oh no that's BULLSEYE!" he shouted. George fumbled for his pocket and quickly pulled out his cell phone.

* * *

**Inside the Precinct**

"Somebody go check the fuse box" Lieutenant Lee ordered while shinning her flashlight all around.

**THUMP!** Terri heard the thump and looked up towards the ceiling, '_What was tha…..'_

**RING! RING! RING! **

Terri reached for her phone; she retrieved it and answered the call.

"Hello"

"TERRI BULLSEYE IS ON HIS WAY IN GET…"

**VROOOOOOOOOOOOOOOOM! SMASH!** Went the sound of a motorcycle smashing through the glass window sending shards of glass everywhere.

Terri jumped at the sound and dropped her phone in the process; she whipped around to see Bullseye on a motorcycle with the high beam flooding the precinct blinding everyone.

"FORTUNATO! I'M BACK FOR YOUR LIFE!"

"FIRE AT WILL!" shouted Lieutenant Lee going for her weapon but a sharp metal spike found it's way through her hand.

"GAHHH!" she screamed dropping her weapon and holding up her hand that hand the metal spike through it, she looked at her hand and then at Bullseye. The insane assassin hopped off of his bike just as the other officers responded to Terri's command.

**POW! POW! POW!**

* * *

Bullseye rolled to safety just as the bullets started to fly.

'_Idiots'_ he thought to himself as he stealthily snuck through the darkened room, he approached an unsuspecting cop and wrapped his arms around his neck and snapped it like a twig.

**KRAK!**

* * *

**Roof**

**KRAK!**

Daredevil tilted his head as he heard the snap of a neck; he listened even more and heard gun fire…shouts and something else. Daredevil, despite the fact that he was fighting about a dozen ninjas concentrated his heightened sense and he focused on a particular heartbeat down below a heartbeat he would recognize anywhere….it belonged to his mortal enemy Bullseye.

"KID! BULLSEYE IS DOWNSTAIRS!" Daredevil shouted flipping a ninja over his hip.

"JUST WHAT WE NEED! HE'S AFTER FORTUNATO!" Spider-Man shouted back covering three ninjas in a copious amount of webbing.

"GO! STOP HIM! I'LLTAKE CARE OF THE HAND!"

"THERE'S TOO MANY FOR YOU…." Spider-Man started before ducking. One of Daredevil's escrima sticks came flying at him but since he ducked it smacked a ninja in the face and then bounced into the air again. Daredevil jumped and caught the stick and twirled it in his hands before bringing both of them around and hitting a ninja in the stomach.

"GO!" Daredevil shouted again leaving no room for argument.

Spider-man swept a hand ninja off of his feet and looked at DD who nodded his head.

"Gone"

Spider-Man crouched and then backflipped off of the roof.

Daredevil _'saw'_ him go and he turned his full attention to the ninjas surrounding him.

"I know none of you will kill me…but knowing Elektra she probably told you to incapacitate me…..easier said than done. BRING IT!"

The hand ninjas charged at their enemy.

* * *

Spider-man fell off of the building for a brief minute he fired two webs at the side of the building and he pulled himself through the broken window and into the precinct interior.

Bullseye kicked an officer in the chest and then whipped around and threw another metal spike that nailed an approaching officer in the shoulder and knocked him down to the ground. Bullseye then turned his attention to Angelo Fortunato who was in the cell all by himself.

"YOU!" Angelo shouted.

"Aw look at that….you remember me I'm touched…" he said grinning from ear to ear. He reached towards his belt and removed a metal spike; he took aim and threw the metal spike with pinpoint accuracy.

The metal spike soared towards the cell but right as it neared it was knocked off course by a web ball.

"What the….." Bullseye started but stop when Spider-Man swung into view and stuck to the cell and blocking Angelo from view.

The two stared at each other for a long minute with Bullseye's eyes narrowing in hate.

"I really wish you would die, that's the third time you made me miss…THERE WON"T BE A FOURTH!"

Bullseye charged forward and Spider-Man pushed off the cell and met him in the middle overpowering him, the wall-crawler barreled into him and the two went rolling across a desk and to the ground where Spider-Man landed on top.

"I'm not gonna let you kill him Bullseye" Spider-Man growled kneeing Bullseye in the side earning a grunt of pain.

"Then you can die with him bug"

Bullseye cupped his hands and slammed them on Spidey's ears and chopped him on the side of the neck. Bullseye rose up and pushed Spider-Man off of him and rose upwards with a metal spike in hand. He tried to stab Spider-Man in the heart with it but the wall-crawler recovered enough to block the attack; both trying to overpower the other.

"LET HIM UP!" shouted Lieutenant Lee. Bullseye glanced up at the Lieutenant to see that she had a gun pointed at him. She had the gun in her left hand because her right had a metal spike going through it and it was dripping blood.

"LIEUTENANT LEE RUN!" shouted Spider-Man.

Bullseye glanced behind the Lieutenant to see several hand ninja's creeping up behind her through the glass window he smashed through.

"KILL HER! AND KILL FORTUNATO!" he shouted.

Terri looked up and thanks to high beams on Bullseye's motorcycle she could make out several hand ninja charging her way, she raised her weapon firing upon them but they deftly used their blades to block her bullets. She saw them coming closer and she gasped but she was suddenly yanked off her feet by a web line allowing the hand ninjas to miss her by a mile.

Spider-Man kicked Bullseye off of him and rolled to his feet, he glanced behind himself and saw that Terri was still alive. Spider-Man then shot several webs at the offending hand ninja and swung them around and smacked them into the rising Bullseye.

"Lieutenant Lee get Fortunato out of here NOW! I'll hold these guys off….get him to someplace safe and tell no one"

Terri nodded her head and quickly got to her feet, once she was to her feet she grabbed the metal spike in her right hand and yanked it out which earned a gasp of pain but she pushed it aside and looked at Angelo's cell.

* * *

Lieutenant Lee using the motorcycle's high beams as a source of light made her way towards a fallen officer and grabbed a set of keys off of his belt, as she was doing that she was looking around the room, her fellow officers were started to recover form the shock of a frontal assault like this and were starting to react by getting their shotguns and aiming them at Bullseye but just then more ninja began to flood through the broken window that was created by Bullseye.

**KAPOW! **Went the sound of a shotgun going off; the pellets hit their mark and made a ninja disappear a puff of green smoke.

Terri kept her head down as she ran towards Angelo's cell, as quickly as she could she opened the door and grabbed him by the shoulder and pulled him out of the cell.

"COME ON! GOT TO GET YOU OUT OF HERE!" she growled/yelled.

Terri pushed his head down as a way to make him stay low as she tried to peer through the darkened precinct for a way out. She focused in on the right side to where she knew the entrance of the police precinct to be and she started in that direction.

"Keep your head down" she said as she directed the both of them to the exit.

* * *

Spider-Man hopped up on a desk and kicked a ninja in the side but as he was dealing with that ninja Bullseye was there to distract him. The insane assassin lifted his leg and swept Spider-man's foot causing the wall crawler to fall, but as he fell he contorted his body so he landed on his right palm. He spun around on his hand and smacked Bullseye in the face with both feet knocking him back and across two desks.

**KAPOWWW!** Went the sound of another shotgun going off.

Spider-man turned to the sound to see a ninja disappearing in a puff of green smoke and not only that he saw Lieutenant Lee with Angelo Fortunato in tow heading for the exit.

'_Good…..SPIDER-SENSE!' _

Spider-Man instinctively ducked and Bullseye sailed over him with two metal spikes in hand that were meant to be impaled in the back of his skull. Spider-Man quickly straightened up and fired two web-lines at the airborne enemy. The web-lines snagged him and Spider-Man swung him around before tossing him out of the broken window and to the darkened streets outside.

* * *

**Outside**

Bullseye roughly tumbled across the asphalt until coming to a stop in the middle of the street.

'_Grrrrrrrr…Gonna kill him…GONNA KILL HIM!'_ he thought as he spit out some blood and stood to his feet. He shook his head and turned to the right to see Lieutenant Lee and Angelo Fortunato exit the police precinct by running down the steps.

"HEY YOU IDIOT NINJA HE'S GETTING AWAY!"

* * *

Lieutenant Lee pulled Angelo along but right as they hit the bottom step they had to stop because about a dozen more hand ninja were descending from above; they hit the ground in front of them and brandished their swords menacingly.

"SH**" she cursed pulling out her gun but suddenly a scarlet clad figure landed in front of them.

Daredevil was sporting several cuts along his arms, torso and legs but other than that he was fine. He held up his escrima sticks before glancing behind himself. He listened to the rapidly beating heart of Lieutenant Lee and to the heart that he assumed to be Angelo Fortunato memorizing them.

"WHAT ARE YOU DOING HERE YOU HORNED BASTARD!?" Bullseye screamed slightly shocked to see his nemesis. Daredevil turned to the shout and he could _'see'_ the outline of Bullseye standing a few paces away.

"Protecting them from you Bullseye" Daredevil growled back.

"AND HE'S NOT ALONE!"

Everyone looked up to see Spider-Man swing from the side and land next to Daredevil and right in front of Lieutenant Lee and Angelo Fortunato.

"Then you're all gonna…."

"DIE!" Spider-Man finished "Yeah we know…you've been saying that for how long now Bullseye…and you still haven't managed to kill either of us…so what don't you save yourself a beatdown and just leave"

Bullseye narrowed his eyes dangerously and let a snarl grace his lips.

* * *

"Well…you've successfully pissed him off…..I think I can hear his blood boiling" Daredevil whispered to his protégé of sorts.

"Good, I'm pissed off too. I'm sick of him and I'm sick of these damn never ending foot ninjas" Spider-Man replied.

"Foot ninjas?" Daredevil questioned.

"Nevermind" Spider-Man replied shaking his head.

Like specters in the night more hand ninja appeared seemingly out of nowhere, the whole block was still pitch black but thanks to the moonlight shining brightly they were able to see.

Daredevil tapped his foot on the ground letting his radar sense give an outline of the situation at hand.

'_This isn't good….there are so many of them and…' _he started to think but his thought process was broken as another sound overtook his snese, '_Sounds like..._' he started before his senses were bombarded with information.

"Something is coming" he whispered.

"Huh?" Spider-Man replied turning to him.

Daredevil turned to the right and he tilted his head, he could hear the sound of a powerful engine to a vehicle, he could smell the exhaust and he could hear two heartbeats but one was more distinct than the other…..it was a very familiar heartbeat. It was approaching and it was approaching fast. The heartbeat came closer and closer and then…like a being struck by lightening recognition hit Daredevil like a ton of bricks.

"Oh No"

* * *

**SCREEEEEEEEEEEEEECH!**

Spider-Man and everyone else turned to the right along with Daredevil and saw what looked like an armored van come to a halt a few feet away. Powerful high beam lights flicked on and illuminated the darkened street and all of the combatants.

Spider-Man lowered his hand a bit and directed his eyes to the top of the van because there was a figure standing on the roof; he squinted his eyes and was able to make out who it was that was on the roof thanks to the glowing moonlight.

"Oh no not this guy again"

"Who is that?" asked Lieutenant Lee trying to see through the powerful high beams as well.

"Frank Castle…The Punisher" Daredevil whispered back.

The Punisher raised both of his hands revealing two Uzi's cocked back and ready to fire.

"Well…..that's not good" said Spider-man right before his spider-sense kicked into overdrive and bullets began to fly.

* * *

**Queens- Same Time**

Two men were standing in the middle of an open field in Queens and from their position they both could see across the water and into the brightly lit Manhattan. Both men were patiently waiting and had been for the past 10 minutes.

"How much longer" one of the men asked but his answer came to him as they both heard the sound of a vehicle pulling up behind them. They both turned to see a black limo arrive and come to a stop.

"Come on" the second man said moving away from his position and walking towards the limo.

* * *

The limo door opened and out stepped Don Vincente Fortunato, he adjusted his suit and he eyed the two men that were approaching the limo. The elder Fortunato finished adjusting his suit and began to make his way over to the two.

"Don Maggia" Fortunato greeted

"Don Fortunato" Maggia greeted back. Vincente's eyes drifted away from Don Maggia and to the man next to him. The man was about 5'11, with gray hair, brown eyes, and a light skin complexion that made him appear to be a man in his early 40s. The man had an average build and was wearing a brown button down shirt, with a beige brownish jacket, black pants, and black shoes.

Fortunato looked him over head to toe and from the way Don Maggia described this man over the phone to what he was seeing now, he could honestly say the mysterious man was no where near what he was expecting.

"Is this him?" Don Fortunato asked.

"Yes it is" Don Maggia replied.

"Don Maggia tells me you're a man…..that inspires great fear, but I have to say...seeing you now I'm not impressed"

The man next to Don Maggia chuckled a bit before a smile graced his lips.

"Only because I have my mask on now….if you were to see me in my true form…then that would be a different story" the man replied in a light-baritone voice.

"What is your name?" Fortunato asked.

The man stepped forward and held out his hand.

"When I'm wearing this mask you see before you, you may call me Calvin Zabo….but my real name is **Mr. Hyde**…..and it is a pleasure to meet you Don Fortunato."

* * *

**End Chapter: Read and Review:  Hey Readers it's me Nomad88 back again with the closing comments. WHEW! When I was writing this chapter it was a bit tough to nail down because I wanted certain events to happen but I also wanted to dive head first into the action. I know I left you readers on a bit of a cliffhanger and at first I didn't want to do that but I felt that I should probably end the first part of that fight with the appearance of the Punisher but I promise it will be picked up immediately in the next chapter. Anyway I hope everyone enjoyed this chapter, there were a lot of gears turning in this chapter and hopefully with all of the pieces I've thrown on the table you readers can kinda guess at how all of the pieces fit together, but I can guarantee that you readers will not be able to guess how it will all end HAHA! I know many of you were expecting Daredevil and I hope you enjoyed his appearance but how many of you were shocked to see Elektra, I won't spoil what's going to happen with her but if you were paying close enough attention you might already know what's going to happen HAHA! I hope all of you enjoyed the characterizations of a few characters that had their moments to shine particularly Captain Stacy, who is struggling with everything that's going on. Anyway readers I hope you're excited for the next chapter as new challenges spring up and the battles heat up, this gang war is going to have a lasting impression on everyone…and oh who caught that TMNT reference LOL!. If anyone has any questions, comments, raves, or rants feel free to leave it in the review or send me a PM message and I'll get back to you ASAP! This is Nomad88 saying later….**

**Ps: Hey just on a little side note….recently for the past couple of nights I've been able to catch the 90s are all that and of course I've been hit…yet again, with Nostalgia…..like getting hit with a bolt of lightening all of my favorite shows from the 90s came to my mind and I spent like 2 hours looking up all of those shows on Youtube (Thank God for Youtube LOL!). I know a lot of people talk about Saturday mornings in the 90s but what about the Saturday afternoon and nights…..I wonder how many of you readers and reviewers are 90s kids. My friends (Who are also 90s kids) and I argued about what was the best show in that era and I have to say there are a lot to choose, from…..Kenan and Kel to All that to The Adventures of Pete and Pete and Are you afraid of the dark. I'm not even counting the animated shows…so I pose the question to you readers…what was your favorite show (whether live action, game show, or animated) during those golden years of being a kid...what was that show you just had to watch when Saturday rolled around, look forward to hearing from you readers again and also…..whose itching to get there hands on Assassin's Creed III and Halo 4….I'm working overtime so I'll have enough money for both..LOL! Anyway this is me saying later…**

**Next up: Gang War: Fortunato Strikes Again **


	70. Gang War: Fortunato Strikes Again

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me again Nomad88 back with another exciting chapter in this epic tale of mine. I hope you all are enjoying the story as much as I'm enjoying writing the story. We still have a ways to go before the end and the best is yet to come, as you all know we're in the middle of an intense story arc known as Gang War and I know you all are dying to get to the story so I'll say this one last thing, Read, REVIEW (A writer's main source of Motivation) and of course ENJOY!**

* * *

**Chapter 62: Gang War: Fortunato Strikes Again**

**Manhattan- Police Precinct 8:10pm **

"Well….that's not good." said Spider-Man just as his spider sense kicked into over drive and the bullets began to fly.

* * *

The Punisher stood atop of his armored van and he unleashed a barrage of bullets upon the gathered hand ninjas and their commander Bullseye. The hand ninjas reacted instantly and did their best to deflect the rapidly firing bullets with their longs swords and while they deflected the bullets Bullseye managed to dive out of the way and take cover behind a parked police car.

* * *

**Up Above**

**PING! PING!**

"JESUS!" shouted Captain Stacy as a stray ricochet bullet whizzed past his head; he took a few deep breaths relishing in the fact he was still alive before he started to search for a way down and out of the web net that he was inside. The Captain saw that one part of the web net was connected to a light pole; rolling within the net he quickly reached the end.

'_This is a bad idea'_ he thought to himself as he carefully grabbed hold of the light pole and slid down.

* * *

**PING! PING! PING! PING! **

"IS HE TRYING TO KILL US!" shouted Spider-Man trying to take cover from the bullets that were being deflected all around thanks to the hand ninja.

"I don't know what the hell he's doing all I know is that he's here and I have to stop him" Daredevil growled back, the loud and rapid gun fire was reeking havoc on his ears and jumbling his radar sense but through years of training he gritted his teeth and focused.

The scarlet clad vigilante lifted his head a bit and used his radar sense to _'see'_ what was going on. He could make out the hand ninja deflecting the bullets every which way but a few of them were being hit and disappearing, he turned his head to the right to see a sound outline of the armored van. Daredevil could hear two heartbeats but he focused on the heartbeat that he recognized which was on top of the van. He twirled one of his escrima sticks and he threw it at the unsuspecting Punisher.

* * *

**Roof of Van**

Frank Castle aka the Punisher used the high beams of the armored van to see his targets, he moved his Uzi's all around making sure to pass over every single hand ninja he could spot. As he was firing into the crowd of ninjas he glanced to the left and his eyes zeroed in on Angelo Fortunato but once his eyes locked onto the young man something else caught his vision and that was a red escrima stick.

**SPOK! **Daredevil's escrima stick smacked him in mouth. The Punisher's head jerked back from the attack and he could feel blood pooling within his mouth and the sudden strike made him stop shooting.

* * *

"PROTECT THEM!" Daredevil shouted behind him before dashing towards the armored van.

Spider-Man heard him shout and watched him run towards the vehicle kicking and punching any hand ninja in his way.

"DD WA….!" Spider-Man started before his spider sense alerted him to danger. The wall-crawler had just enough time to lean out of the way of a metal spike that was coming right for his throat but spike did manage to graze him instead of impale him though, "WHOA!" he shouted touching the scratch mark on his throat and breathing heavily

"RAHHHH!" screamed Bullseye who was airborne, the assassin came in with a flying kick that nailed Spider-man in the face sending him flying to right but as he was sent that way he was able to shoot a web that snagged Bullseye by the foot and he pulled him along with him.

* * *

**Armored Van**

Microchip swallowed hard as he saw the ninjas in the spot lights before him.

'_Holy….real life ninjas'_ he thought to himself but suddenly from the throng of ninja a man in a scarlet colored costume came charging forward.

"THE HELL!" he gasped while instinctively he scooted back in his seat in shock as the scarlet clad man jumped onto the hood of van and then jump towards the roof.

* * *

**Roof**

Frank spit out the blood and turned his eyes back to the front, his eyes widen as he saw Daredevil spring towards him with his teeth bared. The Punisher ducked and DD soared over him. DD hit the roof of the van with his shoulder and rolled into a crouch and turned to face the Punisher who had both of his Uzi's pointed at him.

"CASTLE!" he growled.

"Daredevil" Punisher growled back.

"I told you to never show your face around here again."

"And I told you I don't take orders from children" The Punisher growled, "I'm not in the mood to tussle with you boy….run along home"

"And if I don't" Daredevil replied a challenge evident in his voice.

The Punisher narrowed his eyes; he could see Daredevil shifting in his spot and getting ready to attack.

'_I don't have time for this….go for the good wound, should slow him down'_ he thought to himself taking aim.

The Punisher pulled the trigger to one of his Uzi's but to his shock the weapon was empty.

**CLICK!**

Daredevil heard the click and without hesitation he charged at Frank. The Punisher tried to swing his other Uzi towards his charging foe but Daredevil reached him first and pushed the Uzi out of the way and landed a solid punch to the face. DD then used his remaining escrima stick to swiftly knock the Uzi's out of his hand. The weapons slid across the roof the van and then fell off and to the ground.

The Punisher recovered enough to where he was able to grab Daredevil by the head and bring him in for a hard head-butt; he then came around with a hard hook punch that busted DD's lip. A grunt escaped Daredevil's lips but he didn't let it stop him from pressing his attack, he shot forwards and slammed his shoulder into the Punisher's stomach and then raised his head hitting Frank in the chin.

The Punisher took a step back and felt a cut on his lip but he ignored it and brought his front leg up and kicked DD in the chest.

* * *

Spider-Man and Bullseye tumbled over the side railing and to the ground, they managed to separate and roll a few inches away from each other. Bullseye ripped the webbing off of him and got to his feet, he spun around just in time to see Spider-Man spring to his feet as well. The insane assassin snarled and charged. Bullseye started the exchange with a series of quick sharp attacks. He threw out three punches aimed for Spidey's throat but Spider-man was able to either block or nimbly move out of the way. Bullseye lifted his leg and tried to kick his enemy in the knee cap and break his leg but Spider-Man raised his leg and blocked the kick.

'_Gonna….kill…..you'_ Bullseye thought angrily doubling his attacks and speed.

Spider-Man ducked then sprung to the side and away from Bullseye trying to create some space.

'_Yep…pissed him off something fierce…his attacks are more savage but controlled at the same time, talk about an oxymoron'_ the wall-crawler thought to himself '_Uh-oh'_

Spider-Man looked to the right to see several hand ninja creeping towards Lieutenant Lee and Angelo Fortunato. He took a step towards their general direction but he had to jump back with two metal spikes cam flying at him followed by Bullseye.

'_Damn it…' _Spidey thought to himself fending off the enraged assassin, "LIEUTENANT LEE RUN!"

* * *

Lieutenant Lee swallowed hard as she saw the approaching Ninja, she felt around her waist for any type of weapon but to her horror she didn't have a gun on her.

"Damn" she whispered.

"DO SOMETHING THEY ARE GOING TO KILL ME!" Angelo shouted in her ear grabbing her shoulder in fear.

Lieutenant Lee looked for Spider-man but he was in a fight to the death with Bullseye and she looked for Daredevil but he was locked in a struggle with the Punisher.

"Damn Damn" she said under her breath turning her eyes back to the slowly approaching enemies.

"DO SOMETHING!"

**POW! POW! POW! POW!** Suddenly several gun shots filled the air and several ninjas were hit and disappeared in green smoke.

Lieutenant Lee looked up to see her ex-partner and current Captain, George Stacy standing a few feet away with his gun raised.

"TERRI COME ON! I'LL COVER YOU!" he shouted unleashing several more rounds.

"MOVE IT FORTUNATO!" Terri shouted acting upon the command. She grabbed him by the shoulder and they made a mad dash towards Captain Stacy.

* * *

Captain Stacy gritted his teeth as he tried to lay down some covering fire. He knew that it was only a matter of seconds before the ninjas recovered from being caught off guard.

'_Come on Terri Come on'_ he thought frantically as he shot at another ninja that was closing in on his ex-partner.

When George saw the two of them nearing his position he reached for the driver's side door of the car he was standing next to and he quickly opened it. Terri reached the car with Fortunato in tow and she opened the back door.

"GET IN!" she ordered pushing him into the back and closing the door.

George tossed her his gun and she deftly caught it and began to fire upon the ninjas. While she was doing that George was busy trying to hot wire the police car, he reached under the steering wheel and yanked out some wires and tore off the tops.

"HURRY UP GEORGE THEY'RE COMING!"

"I'M TRYING" he shouted back grabbing the red wire and yellow wire and touching them together.

**VROOOOM! WHOOO WHOO WHOOO WHOOO** Went the sound of the police car engine starting up and the sirens going off; the red and blue lights cutting through the darkness.

"GET IN!" he screamed closing his door.

Terri nodded and quickly ran around towards the passenger side and opened her door and got inside.

"GO GO GO GO GO!"

Captain Stacy complied by stepping on the gas and zooming down the street away from the approaching ninja.

* * *

**Armored Van**

The Punisher received another smack to the face with one of Daredevil's escrima sticks and the force of the attack spun him around. Frank growled low his throat but his eyes widen as he saw Fortunato being forced into the back of a police car. The sirens on the car turned on and it began to speed down the darkened street.

"NO…GUH!" the Punisher gurgled out.

Daredevil had wrapped his arm around his throat and had gotten him into a sleeper hold. The Punisher could feel the strong grip on his neck and his air supply being cut off, he tired to struggle but Daredevil held strong. Frank gritted his teeth and dropped to a knee.

'_FIGHT IT CASTLE! FIGHT IT! FORTUNATO IS GETTING AWAY!'_ he thought urgently in his mind.

"I told you that I wouldn't let you go…the next time Castle." Daredevil growled in his ear while applying a bit more pressure to the sleeper hold. The Punisher could feel himself getting light headed but he wasn't going to let anyone get in his way of his mission. He let go of DD's arm and he reached towards his waist and removed a small blade he kept hidden within his belt buckle. He raised the weapon and stabbed Daredevil in the leg earning a yell of pain from the scarlet clad vigilante. The sudden attack loosened DD's grip and The Punisher took full advantage. He rose up and slammed the top of his head into DD's chin making his teeth click together, Frank then whipped around and grabbed his head and pulled it into his elbow. Daredevil went stumbling back and towards the edge of the van, the Punisher stepped in and delivered a powerful side kick to DD's solar plexus. The force of the kick knocked all of the wind out of DD's lungs and sent him flying off the van and to the street below.

The Punisher rubbed his neck and slammed his foot on the roof.

"LET"S GO! AFTER THE COP CAR!" he roared in anger.

* * *

Microchip heard the shout and he slammed his foot on the gas peddle.

**SCREEEEEEEEEEECH!** Went the sound of the tires gripping the road before speeding off down the darkened street and after the fleeing police car.

* * *

**Street**

"Oooomph!" Spider-Man grunted as a steel toed boot connected to his face again, he rolled with the blow and backflipped; landing on his feet thrust out his hands for webs but to his horror his web shooters were empty.

**CLICK! CLICK!**

'_DAMN IT!' _he thought to himself

"RAHHHH!" Bullseye screamed jumping at Spider-Man and coming down with hard left cross that rattled Spidey's jaw. Bullseye then grabbed him by the back of the neck and brought his head down to meet his knee. Spider-Man's head whipped back from the shot and fell down to the ground.

'_Ow…' _he thought painfully in his mind.

Bullseye stared down at his enemy with hate in his eyes but before he could finish him off he heard the sound of a police siren. The insane Assassin looked up to see Angelo Fortunato in the back of a police car that suddenly sped off down the darkened street.

"F*** HE'S GETTING AWAY….AGAIN!" Bullseye exclaimed

"LET'S GO! AFTER THE COP CAR!" came a voice through the night.

Bullseye turned to see the armored van with the Punisher on top start up, Bullseye quickly looked back and forth between the fleeing cop car, Spider-Man and the approaching armored van.

"GRRRR NEXT TIME BUG!" he growled stomping on Spider-Man's stomach one last time. Bullseye turned and ran to the passing armored van and he grabbed hold of a metal bar on the back left side and he pulled himself onto the back of the van.

* * *

Spider-Man groaned to himself and put a hand to his stomach.

'_God…is Bullseye a mutant or something...jeez….'_he thought as he fought to his knees. Spidey looked up and to the left to see the armored van speed passed him; he saw the Punisher on top and Bullseye on the back climbing to the top, along with that the hand ninjas who took to the rooftops; they were all going after the fleeing cop car.

"Gotta go after them…Lieutenant Lee and Captain Stacy don't stand a chance" he said to himself.

"AH!" came a shout.

Spidey turned to the right to see his mentor and friend Daredevil on the ground.

"DD!" he exclaimed quickly getting to his feet and running towards him.

"Are you alright" Spider-Man asked kneeling down to him.

"Ah…..no…." he groaned to get out both hands on his abdomen "Hit…in…..solar plexus" he strained to get out. Daredevil took a few strained breaths and he called upon his training with stick to help him get through the intense pain in his stomach and slowly but surely the pain started to subside allowing him to at least sit up.

"Go….after them" He strained again pushing Spider-Man away.

"Yeah not with out you" Spidey replied looking him over he saw the small blade sticking out of his mentor's leg and he carefully grabbed it and yanked it out.

"AHH!" Daredevil shouted

**CLANG!** Went the sound of the blade hitting the street; Spider-Man reached into his utility belt and retrieved two brand new web cartridges, replacing his empty ones.

"I'm only going to…..slow you down…GO! I'll Catch up" Daredevil demanded.

"Or you can shut up and let me swing us both there….I can't take them on by myself I need your help. And no offense but you're kind old so by the time you catch up, Fortunato might be dead" Spider-Man replied helping him to his feet.

"Kid you do know…. I'm only 30, or am I 31…..either way I'm not old"

"Old enough in my book…now hold on"

Spider-Man with Daredevil in tow jumped into the air and swung after the cop car and armored van.

* * *

**Few Blocks Away**

**WHOOOO! WHOOOO!** Went the sound of the siren on the police car that was driving wildly down the darkened streets swerving past all the other cars on the road.

* * *

Lieutenant Lee slid to the right and hit her door a bit; she gritted her teeth and tried to steady herself as George was driving trying to get them away from their attackers. Terri glanced at her side view mirror and she saw the armored van gaining on them as well as the ninjas on the rooftops.

"George now would be a good time to drive faster we're about to have some company"

"Yeah I know I see them" George replied looking in the rear view mirror and seeing the bright headlights of the armored van.

"TERRI SHOOT OUT THE LIGHTS IT'S BLINDING THE HELL OUT OF ME!" he shouted turning hard on the wheel causing everyone inside to slid in their seat again.

"OW!" shouted Angelo in the back as he hit his head on the window "YOU CAN"T DRIVE WORTH A DAMN OLD MAN!"

"SHUT UP!" Terri and George yelled at the same time. Terri pushed in a new clip into her glock wincing at the pain in her bloody hand but she pushed passed it and rolled down the window.

* * *

**Armored Van**

Microchip squinted his eyes a bit as he saw an attractive brown skin woman lean out of the cop car and raise her hand.

"Wait a minute…does she have a….."

**POW! POW! POW!**

"OH CRAP!" Microchip shouted as the bullets started to fly. He panicked a bit and started to twist the wheel wildly attempting to get out the bullets path but as he swerved he hit some of the parked cars on the side of road causing the van to wobble even more.

* * *

**POW!**

"DAMN IT!" Terri growled as she missed again; whoever was driving the van was acting like a mad man. The Lieutenant watched as the van swerved to the left and hit a red car that was parked on the side of the road. She had to cover her eyes a bit as the van got back on track behind them and the powerful high beams shinned brightly.

'_Come on Lee, you spend all of that time at the gun range….you should be able to hit these head lights' _she thought raising her weapon again and taking careful aim.

**POW! SMASH!**  
One of the head lights was hit and the light instantly went out.

"HA!" she shouted in joy; but while she celebrated she didn't see one of the hand ninjas that were following on the rooftops throw a throwing star.

**BING!** Went the sound of the metal throwing star hitting the glock and knocking it from her hand.

"NO!" she screamed reaching for the weapon but it rolled along the street and out of her grasp. Terri looked up to see several hand ninjas in the air and heading right for her; her eyes widen and she quickly slipped back into the car.

* * *

"Nice Job Terri but I think you missed one"

"Uh George we're about to have some company" She replied

**THUD! THUD! THUD! THUD! **

George, Angelo and Terri looked towards the roof when the heard the thud.

"Ninjas?" George questioned.  
"Ninjas" Terri replied.

**SCHRIP!** Went the sound of a sword plunging through the metal roof and into the police car interior. George and Terri both shifted out of the way of the offending weapon.

**SHCRIPPPP!** Came the sound of another sword piercing the roof but only this time it was in the back and the sword almost stabbed Angelo but he managed to move out of the way.

"DO SOMETHING!" he screamed in fright

**THUD!**

All three passengers turned to the front to see a ninja land on the hood of the police car; the ninja rose up with his sword held high. The two officers saw that he was looking down and aiming for their engine but before he could cripple the car a bullet pierced his chest and he disappeared in a puff of green smoke.

* * *

**Roof Armored Van**

The Punisher caught his balance again and continued to fire upon the ninjas atop of the police car. He knew they were trying to kill Angelo so he couldn't allow that to happen, not before he had his chance at the young man. The Punisher kept his firing upon the ninjas who did their best to deflect the bullets but because of the unsteady surface that was the police car their job was that much more difficult. Frank managed to shoot two more ninjas before they started to return fire with throwing stars

The Punisher ducked under a star aimed for his head and he continued to lay down some fire but as he was doing that he suddenly felt a presence behind him. Frank whipped around and his eyes widen as he saw Bullseye there with a throwing star in his hand.

"GOODBYE CASTLE!" he shouted launching the throwing star.

Time slowed down for a second as the Punisher saw the throwing star coming for him, pushing his body and his acquired reflexes to the limit; he pushed off his right foot while simultaneously raising his left hand which had his gun.

The throwing star came closer and closer until it hit him in the right shoulder burying itself deep into his flesh.

Bullseye grinned as his attack made contact but his celebration was short lived as the Punisher quickly returned the favor; he pulled the trigger on his gun. A bullet erupted from his weapon and flew forward.

"AHHHH!" Bullseye yelled feeling a bullet rip through his left shoulder and at the same time both men hit the roof.

* * *

The Punisher groaned; he eyed the throwing star while pushing himself up into a sitting position, he gritted his teeth before reaching up and yanking the throwing star out of his shoulder and tossing it off of the van.

"AHH! HAHAHAHA!" came a loud laugh.

The Punisher shifted his focus from his wounded shoulder and to Bullseye who was cradling his bleeding left shoulder.

"I swear…..between you….the bug…and that horned bastard….you're definitely making me work for this kill" Bullseye said standing to his feet.

"I told you..."the Punisher started getting to his feet as well "You're not going to kill him" he finished raising his gun; aiming it at him.

Bullseye grinned and stared intently at him and his weapon; The Punisher pulled the trigger but at the same time Bullseye threw the bullet cap that was previously in his arm.

**PING!** Went the sound of the two bullets meeting in the middle and the bullet cap managing to deflect Frank's bullet.

The Punisher snarled because yet again Bullseye escaped a bullet to the head, he pulled the trigger again but his weapon was empty.

"RAHHHHHHHH!" yelled Bullseye charging for his enemy.

The Punisher threw his gun at Bullseye who deftly dodged it but in that split second Frank pulled out a knife and lunged forward. Bullseye sidestepped but the Punisher's knife still managed to catch flesh and slash him on the side.

"GAH!" he gasped.

Punisher used the same arm to throw out a quick elbow strike but Bullseye ducked and came up with a palm strike to the nose. Fighting through the pain the Punisher brought his knife downwards and slashed Bullseye on the forearm earning another shout. The insane assassin grabbed Frank's armed hand with both hands; holding the limb away from him and tried to disarm him but his grip was strong. The Punisher shook the stars from his eyes and suddenly leaned forward and bit Bullseye on the ear lobe.

"AHHHHHHHHHHHHHHH!" Bullseye shouted in agony feeling the man's teeth on his ear, he quickly pulled away throwing out an elbow while he stumbled away.

"AHHHHHHHHHHHH!" he yelled again touching his ear and feeling blood and a piece of cartilage missing, "MY EAR! YOU BIT ME YOU F****!" Bullseye roared staring daggers at the Punisher.

Frank spit the flesh in his mouth out and glared back at his enemy.

"I owed you" The Punisher stated

"YOU SON OF A BITCH! RAHHH!" Bullseye yelled charging forward again.

* * *

**In the Air**

Spider-Man with Daredevil in tow swung high in the air and after the fleeing police car and armored van.

"THERE THEY ARE!" both of them yelled at the same time.

"Okay kid toss me towards Bullseye and the Punisher" Daredevil ordered.

"I don't think so….I'll handle them you handle the Ninjas"

"What!" Daredevil exclaimed in shock and in a bit of anger.

"Look DD I know the three of you have some type of score to settle but now isn't the time….this battle is going no where fast…we have to get Angelo away from these creeps and you stand the better chance of that because these ninjas won't kill you…."

"Yes….but surely they'll attack"

"Don't call me Shirley" Spider-Man joked.

"What!?" Daredevil exclaimed.

"God…that's the second time I've used that joke and still nothing. I'm guessing no one has seen airplane…..look DD I'm certain you can handle those ninjas on the car and help Captain Stacy and Lieutenant Lee get Angelo away. I'll deal with those two psychos"

Daredevil gritted his teeth tightly, he really wanted to continue his fight with the Punisher and deal with Bullseye but Spider-Man had a point, now isn't the time to deal with old grudges. They had a mission and that was to end this fight and the only way to do that was to ensure that Angelo Fortunato survived. DD let out a frustrated sigh and hung his head a bit.

"You're right…..fine…..toss me"

"Alright I'll swing you a little close…"

"No. Toss me now" he ordered again grabbing his spare billy club from his second leg holster.

"Are you nuts we're like…?"

"I know how high up we are….do you think I'm afraid?" he asked, "Because I can assure you I'm not"

"Right….you're the Man Without Fear…I forgot. Well get ready then"

"I'm always ready"

Spider-Man smirked and swung high in the air and let go of his web; using his strength he tossed Daredevil through the air.

* * *

Daredevil flew through the air; his radar sense working overtime and guiding him towards his targets. He heard the whipping wind, the sound of fighting and the tires screeching and as a result he _'saw'_ everything; DD saw the police car turn another corner and continue down the road. Daredevil held up his billy club and turned it to the left and pulled it apart revealing a long sturdy and thick wire connecting the two parts together. The Man Without Fear tossed one end and it wrapped around the head of a Light Pole; he continued to descend rapidly towards the ground but he pulled on wire and he swung around the corner and pulled back up into the air and continued towards the police car.

* * *

The Hand ninjas on the police saw a shadow form over them and they looked up to see The Guardian Devil descending upon them in all of his intimidating glory. Daredevil kicked two ninjas in the jaw sending them flying off the car and to the street vanishing in a puff of green smoke. He hit the roof of the car with a loud thud and one of the remaining ninjas thrusted his sword forward but DD used his club to block the strike, he lifted his foot and kicked the sword away and with the same leg kick the ninja in the nose.

The Hand ninja fell off the back of the police car and the ground where he was promptly ran over by the armored van. After he was run over he disappeared in a puff of green smoke.

* * *

**Armored Van**

**BUMP!**

"Yeah he's dead" Microchip commented after running over the hand ninja; he stepped the gas a bit and made the armored van drive even faster after the police car, _'Almost….there…..'_ he began to think.

**THUD!**  
"HOLY!" Microchip jumped at the sudden appearance of someone on the hood of the van.

"Hi….did you know you're exceeding the speed limit….PULL OVER NOW!" shouted Spider-Man.

Microchip was shocked for a second and in his shock he slammed his foot on the brakes.

**SCREEEEEEEEEEEEEEEEEEEEEEEEE EEEEECH!**

* * *

The Punisher and Bullseye were locked in a struggle when the armored van suddenly lurched forward sending them both off of balance. Bullseye hit the roof while Frank went tumbling forward; rolling off the roof and onto the hood of the van.

Frank managed to grab onto the edge and keep himself from falling off completely but as he steadied himself he looked to the right to see Spider-man looking back at him.

"Hi" said the wall-crawler waving his hand.

Microchip slammed his foot on the gas again and the van started to move.

The Punisher threw out a kick that Spider-Man blocked with his shin.

"Why are you after Fortunato!" Spider-Man demanded.

"None of your business" The Punisher growled back.

'_Spider sense!'_

Spider-Man looked up to see Bullseye toss a metal spike at him; acting on instinct Spidey jumped off the van.

* * *

He rolled in mid-air and then shot two webs at the speeding armored Van and pulled himself to the roof.

Bullseye turned his head slightly to see Spider-Man behind him; he whipped around and as quickly as he could threw his remaining metal spikes at the wall-crawler.

Spider-Man sensed them coming and he prepared himself. He moved his body to the left dodging two spikes….he moved his body the right dodge another two spikes and then finally executed a backflip and the final three spikes passed over him.

Bullseye stood there gawking a bit in his mind, never before has anyone other than Daredevil been able to dodge all of his attacks but unlike Daredevil Spider-Man dodged with unimaginable agility.

'_Un-freakin-belivable'_ Bullseye thought venomously staring at the masked foe in front of him.

* * *

**Hood of Van**

The Punisher groaned as he started to pull himself up into a standing position on the hood; he wiped the blood from his nose and then spit. Frank was about to get back into the fray when a horn interrupted him.

**HONK! HONK!**  
He looked down to see Microchip signaling him; Frank squinted his eyes and focused in on Microchips lips

"STAY THERE FRANK!" he shouted "I"VE GOT A PLAN!" he continued, _'At least I hope….I haven't exactly tested it out yet' _

Microchip leaned over to a system of buttons and switches built into where the radio should be within the armored van. Each switched activated a different function for the van's weapon systems; Microchip had originally built and designed the van for a group of mercenaries who were in needed of an armored assault vehicle but this was right around the time he had had his epiphany so he didn't' sell the mercenaries his invention.

'_I hope this works'_ he thought putting his hand on a yellow switch and flipping it upwards.

* * *

**Roof**

"I really do hate you" Bullseye stated scrunching his face up in anger.

"Oh Bullseye….you always know what to say to make me feel all tingly inside" Spider-Man retorted, _'Speaking of Tingling my Spider sense….is going haywire but where is it coming from I don't…..'_ he started before several streams of electricity flowed along the roof of the armored van flooding both of them with electricity.

**ZAAAAAAAAAAAAP!**

"ERGHHHHHHHHHHHH!" they screamed asthey were both continuously hit by the electricity.

The Punisher shielded his eyes because of the bright electricity but he let a smirk grace his lips. He looked at Microchip through the window and nodded his head.

* * *

**Police Car**

Daredevil smacked another ninja in the face knocking him off of the vehicle; DD suddenly heard a yell and he turned his eyes towards the van.

'_Pete' _he thought to himself gritting his teeth, _'Have to end this now'_ he thought turning to the last ninja who was standing on the car trunk and twirling his sword.

"Give it up you can't kill me or defeat me" Daredevil growled gripping his escrima sticks tightly.

"True…..but I do not need to defeat you Daredevil….merely remove you" The hand ninja replied suddenly jamming his sword downward.

**SCHRIPPP!** Went the sound of the sword piercing the metal.

Daredevil heard the loud sound and his radar sense outlined what was happening. The ninja's sword went straight through the trunk and right for the axle of the rear tire wheels. The blade easily sliced through the axle causing the car to sink down and go sliding all over the road uncontrollably.

* * *

**Inside the Car**

"HOLY HELL!" shouted Terri gripping her seat tightly.

"HANG ON!" screamed George as he tried to steady the car but failing.

* * *

The car slid wildly across the road; the metal screeching loudly against the street driving Daredevil's sense crazy.

"ARGH!" he grunted grabbing his ears trying to block out the sound. The hand ninja jumped off of the car just as it swerved and tipped over.

Daredevil was flung off of the police car and was sent violently skidding along the road until hit a parked car. The Police car tipped over and rolled along the ground several times and flipping upwards twice before landing upside down.

* * *

"Gah!" grunted Captain Stacy as the car came to a stop and he hung upside down in the vehicle. The Captain was cut up, bleeding and disoriented but trhough all of that he did feel a bright headlight upon him; he turned his head and saw the rapidly approaching armored van.

"Oh No" he whispered through bloody teeth

* * *

**BAM!** Went the sound armored van hitting the front of the overturned cop car. The force of the hit spun the car around like a top and violently jarred everyone in the vehicle again.

* * *

**SCREEEEEEEEEEEEEEEECH! **Went the sound of the brakes gripping the wheels of the armored van causing it to come to a complete stop.

The Punisher gripped the siding again to keep himself from falling off but Spider-Man and Bullseye weren't as lucky. They were still being shocked and all of a sudden the van lurched forward and tossed both of them off and to the ground.

* * *

The Punisher took a few deep breaths before he jumped off the van; he looked around and he saw that they were in the middle of a busy street with all of the lights on. People on the street were looking at the accident and at his armored van in surprise. The Punisher continued to look around and he saw Spider-Man and Bullseye on the ground smoking slightly but they were the least of his concerns; raising his head he spotted several hand ninjas on the rooftops but to his surprise they didn't attack. They reached into their gi's and pulled out black smoke pellets and tossed them to the ground and disappeared. Franks suddenly lowered his head when he saw two ninjas appear next to Bullseye and toss several pellets to the ground. The smoke quickly dissipated and they all had disappeared.

The Punisher wiped some more blood away from his lips and he turned around and looked at the badly mangled police car. One of the doors had fallen off and he could make out Angelo Fortunato weakly trying to crawl his way out of the damaged vehicle.

* * *

"Ah….Ah…sonuva…." Angelo Fortunato weakly groaned to himself crawling through the broken window of the cop car and laying on the street. His face and hands had numerous lacerations of various sizes and each cut had blood oozing but he could care less….the only thing he cared about at this very moment was that he was alive and free. Angelo happily stared up at the darkened sky for a brief moment before reality hit him.

"Get up…Get up Fortunato….gotta get away" he said, trying to coach himself to get to his feet.

**CRUNCH!** Went the sound of someone stepping on broken glass.

Angelo turned his head to the left to see The Punisher standing a few steps away; staring down at him with a hard stare.

"No….No…not you" Angelo groaned turning in the other direction and trying crawl away.

The Punisher easily closed the distance and stepped on Angelo's back halting him from his ill attempt to get away from him.

**VROOOOM!**

The Punisher turned to see his armored van back up until it stopped inches away from him. Frank reached out and opened the back of the van and then bent down and roughly grabbed Angelo by the back of his clothes and hoisted him up.

"AHHH!" gasped Angelo his injuries reacting to being roughly picked up. The Punisher threw him into the back of the van and was about to get in when he heard the sound of a gun being cocked back and someone calling his name.

**CLICK!**

"FRANK!" George Stacy called out.

Frank turned his head and he looked down to see a badly bleeding George Stacy pull himself out of the same window Angelo crawled out of; he had his weapon raised and aimed right at him.

"I can't let you…. take that boy Frank" George strained

"Then shoot me George" The Punisher replied. The former friends caught each other eyes for a long second; each waiting to see what was going to happen.

**WHOOOO! WHOOO! WHOOO!** Went the sound of sirens. George gritted his teeth tightly but he ultimately lowered his weapon.

Frank turned his head and jumped into the van. Captain Stacy watched as the van quickly drove off down the street.

"Damn" George whispered to himself.

* * *

"AH!" gasped Spider-Man; pain racking his body. He was laying on the ground trying to move but he was having muscles spasms from the electricity he was hit with; not since Electro had he been hit with so much electricity. As he was laying there his spider sense went off and he was able to move his eyes to the left to see the armored van pass him and continue down the road but right before it was out of sight Spidey managed to see Angelo Fortunato in the back and he also saw the Punisher close the door.

"Damn" was all Spider-Man managed to whisper.

* * *

**Queens- Open Field**

"Exactly why are you in need of my services Don Fortunato?" Calvin Zabo aka My Hyde asked staring into the eyes of Don Fortunato.

"Since you've been away from New York you're probably unaware of the war I'm in with the current Kingpin of crime"

"Your guess would be correct…..I am unaware, but not because I've been away but because I have no interest in such things"

"And why is that?"

"Despite the nature of my…job as it were; above all else I am a scientist so science rules most my thinking"

Don Fortunato shot a look to Don Maggia who was standing with them at the man returned his look.

"I know; I was surprised when he said the same thing the night he showed up….but trust me…he'll get the job done" Maggia stated.

"Let's hope so"

"What is the job?" Zabo asked.

"I don't know yet. As I said I'm in a war with the Kingpin of Crime and I'm currently coming up with a plan to dethrone her and I'm told that you possess special abilities that I might need" Fortunato answered.

"For the right price my abilities are yours" Zabo replied.

"Money is nothing to me….however loyalty….is something that is far more valuable"

"Wise man" Zabo stated chuckling a bit, "But I can assure you that loyalty is something I hold in high regard as well and you have it"

"Good; take this"

Don Fortunato produced a cell phone form his pocket and handed it to Zabo; Zabo took the phone and looked at it quizzically.

"This is how we'll keep in contact. I assume that you have a place to stay in the city"

"I do" Zabo replied

"Keep that phone with you at all times…..await for my call and my instructions" he stated before turning and heading back to his limo.

"We never discussed payment" Zabo said.

Don Fortunato stopped and glanced over his shoulder at Zabo catching the man's eyes for a moment before he smirked.

"I'll leave that to you Maggia" he said before getting into the limo. The limo started up again and drove away leaving Don Maggia and Calvin Zabo standing there by themselves.

"So, is he aiming to be the new Kingpin?" Zabo asked watching the limo leave the area.

"No, he's going to make it so that Chompoti and Myself split this city right down the middle…we're all going to be Kingpin. Everything's gonna be equal" Don Maggia answered with a smile. Zabo turned to look at his employer and the smile on his face.

"BWAHHHAHAHAHAHAHAAHA!" Zabo laughed suddenly. Don Maggia's smile quickly disappeared.

"What's so funny Hyde?"

"Maggia….I've always thought of you as a smart man but I suppose everyone is entitled to one lapse in sense…..or judgment. HAHAHAHA!"

"What do you mean?"

"What is mean is that…Don Fortunato is a man that is not interested in equality. He's playing you and you're playing right into his hand HAHAHAHAHAHAHA!"

"And how would you know that?"

"Because, I looked into the window of his soul; I looked into his eyes and his eyes spoke of only one thing…..Domination"

* * *

**Brooklyn- Forensic Lab- 8:20pm**

Detective Jean Dewolff leaned against the clean white counter top staring at the back of her friend and forensic specialist Dr. Janelle Jackson who was hunched over a microscope.

"Um Janelle"

"Just a sec" she replied holding up her hand.

"Look I kinda have a date so could you please tell me why I'm here" said Jean putting her hands on her hips.

Janelle looked up from the microscope and whirled around in her chair to face Jean.

"Is it with that guy you met at the grocery store?" she asked.

"No, it's a blind date that Yuri set me up on; he sounded cute over the phone but here's hoping he looks the same as he sounds"

"Well, you might have to take a raincheck"

"Why?"

"I got something back from the footprint that was found at that mob murdering several hours ago" Janelle answered "I analyzed the blood and the blood matched one of the murdered gangsters but…..there was something else in the blood"

"Something like what?"

"We know that the perp was wearing boots but what I'm guess was that he didn't know that there was metal shavings on the bottom of his boots. The metal shavings were attached to his boots and then he stepped in the blood"

"Hmph…killers never realize they always leave a clue behind. So metal shavings…..where could someone go to get metal shavings on their feet?" Jean asked putting a hand to her chin.

"Number of places…..assembly lines, steel mills…." Janelle started before being interrupted by Jean.

"How about a scrap yard?" she asked.

"Definitely" Janelle replied.

"There's a scrap yard on the far side of Brooklyn…..looks like I will be taking a rain check" said Jean pushing off of the counter, "Thanks Janelle"

"No problem…it's my job"

Jean reached into her pocket and pulled out her cell phone as she made her way out of the lab with the intentions of heading to the scrap yard.

* * *

**Brooklyn- Scrap Yard- Punisher's hideout- 8:50pm **

The Punisher and Microchip stared at the unconscious and restrained Angelo Fortunato; he had passed out on the ride over so thankful he didn't put up too much of a fuss, but even if he was conscious he wouldn't be able to do much.

Microchip chewed on the bottom of his lip and he glanced to the left and looked at his new companion who had a steely look in his eyes. Microchip had seen enough movies to know what was about to happen next, Frank had told him that only Angelo knew where his father was hiding and that was information that Frank desperately wanted. After hearing his story Microchip was hit with a sense of purpose; the man next to him deserved his revenge and that thought is what really prompted him to help with Angelo's capture but now that they had him and now that he knew what Frank was going to do to him next made him a little uneasy.

The Punisher stepped towards the restrained Angelo and slapped him across his face rousting him from his unconscious state.

"Ugh…..ah…." Angelo groaned as his eyes fluttered open. Everything was hazy for a moment but it soon cleared up and two men came into focus but one he recognized more than the other. Angelo jumped in shock of seeing him and he frantically looked around the old shed while trying to get out of his restraints but unfortunately for him they held tightly. He struggled for a few more moments before completely giving up; he let out a growl and stared up angrily at his enemy.

"You might as well kill me because I'm not going to tell you anything" He spat.

"You say that Angelo" The Punisher replied, he reached over to the left and picked up a sharp knife.

Angelo sucked in a breath at seeing the sharp object; he had seen some of the men who had the unfortunate luck to run into the Punisher and knew that he was in for a long night.

"I'm going to ask you one question…one and if you don't answer. I gonna start with your ear and won't stop until you do. Where is…..your father Vincente Fortunato?"

"Go….F**** yourself Castle" Angelo replied fearlessly despite the fact he was sweating on the inside.

The Punisher nodded his head and took a step forward but Microchip grabbed his arm and stopped him. Frank whipped his head to the right and stared menacingly into his eyes.

"Get off me"

"Frank….don't…..don't do this" he whispered to him.

* * *

**Outside the Scrap Yard**

**SCREECH!** Went the sound of the police issued Crown Victoria coming to a halt, she shut off the engine and opened her door and stepped out.

Her eyes roamed over the seemingly empty and cluttered Scrap yard with distate.

"I cancelled a potentially hot date to go sleuthing through a scrap yard. It's a good thing that I love my job; otherwise I'd be pissed" she said grabbing her radio and flashlight and then closing the door.

Jean put the radio in her jacket pocket and then pulled out her Glock and flash light; once she had all of her things together Detective Jean Dewolff started for the entrance.

* * *

**Shed**

"What do you mean don't do this…I told you what his father did"

"I know I know but isn't there a better way to get information than to go all Reservoir Dogs on him?" Microchip asked/whispered.

"No, this is the only way these people understand anything" The Punisher growled yanking his arm away and taking another step towards Angelo who instinctively leaned back.

"Frank N….."

"HIS FATHER KILLED MY FAMILY! I HAVE BEEN WAITING FOR THIS FOR A LONG TIME AND NOTHING WILL STAND IN MY WAY NOW GET THE F*** OUT OF HERE IF YOU DON"T HAVE THE STOMACH!" The Punisher roared.

Microchip looked at the angry expression on Frank's' face and knowing what he was capable of he didn't want to get in his way, so he turned and was getting ready to leave when Angelo caught his attention.

"WAIT! DON"T LEAVE ME ALONE WITH HIM! He….He said my father killed his family, well that's true…but my father only acts when provoked. I betcha he didn't tell you how he murder my mother first" Angelo said hurriedly, trying to buy himself some time.

Microchip stopped walking and he looked over his shoulder and at Angelo and then at the Punisher who had stopped his approach towards Angelo.

Angelo seeing that he had hit the right cord continued to talk.

"That's right your buddy over here he murdered my mother in cold blood."

"It wasn't cold blood she was resisting arrest and trying to kill me" the Punisher retorted

"But she was still my mother…..My father only screwed with your family because you screwed with ours first. Imagine being 12 yrs old and your father telling you that your mother whom you love with all of your heart has been taken away from you from by some prick with something to prove" Angelo snarled, his angry eyes catching the emotionless eyes of the Punisher.

* * *

**Outside**

Jean knelt down to the ground and put her hand into a tire groove in the dirt on the ground.

"These tire tracks are brand new, meaning that someone is definitely here" she said to herself. Jean used her flash light to see where the tracks went and they led further into the old scrap yard. She heaved a sigh and quickly began to follow but always making sure to check behind her.

* * *

**Shed **

"You hate my father; well my father, brother and I hate you…..I grew up hating your guts for what you have done to us"

"Your family is scum….so don't expect me to pity your mother."

"And you're no better Castle…..you are no better than us. So don't expect me to pity your family"

"I don't expect anything from you other than the location of your father" The Punisher stated darkly.

"Frank.." Microchip started.

"Leave" The Punisher interrupted leaving no room for argument. Microchip hesitated for a moment and he caught the almost pleading but steely look in the eyes of Angelo Fortunato. Frank turned his head and looked at him with a gaze that made his suck in a breath slightly; he swallowed hard and ultimately turned around and left the shed leaving the two alone.

* * *

**Outside**

Microchip bit his lip a bit at the thought of what Frank was going to do to Angelo but he reminded himself that he had chosen to be here. It was his choice to help Frank in his quest for punishment against Fortunato and now he had to see his choice through. Microchip walked towards the armored van but he heard a weapon being cocked and it caused him to stop in his tracks.

"Turn around…..very very slowly" came the voice of Detective Jean Dewolff.

Microchip complied and he turned around to face the detective. He stared at her with his hands up and she stared back at him with her glock aimed right between his eyes. Jean slowly reached for her pocket and she removed her radio and pressed the side button.

"This is Detective Jean Dewolff, in need of immediate back up at the Brooklyn Scrap Yard on 19th street right under the bridge and…"

"AHHHHHHHHHHHHHHHHHHHHH! AHHHHHHHHHHHHHHH!" came loud shout in agony.

Jean whipped around to the shed and when she did that Microchip took the opportunity to run to the van. Jean raised her weapon getting ready to shoot him when the scream of agony only got louder.

She growled to herself as she saw Microchip shut the door and start up the engine. The armored van quickly reversed while Jean whipped around and ran towards the shed

"I NEED BACK UP NOW GODDAMNIT! NOW!" she yelled into her radio while nearing the wooden door. She lifted her foot and then kicked the door in.

* * *

**Inside**

"POLICE!" she shouted; bursting into the room, the first things she saw was The Punisher with a bloody blade in his hand and a bloody Angelo Fortunato. Jean trained her weapon upon the Punisher and kept her eyes upon him, "DON'T MOVE A F****** INCH YOU SICK BASTARD!"

The Punisher moved slightly.

**POW!** A bullet whizzed passed his face grazing him a bit

"The next one will kill you and if you don't believe me…then make a move" Jean threatened with a serious look in her eyes. The Punisher studied her face and he could tell that she was prepared to kill him. Ordinarily if this was any other person they would be dead on the floor but he wasn't in the habit of killing or hurting cops so for the moment he was stuck and also; there was something different about the officer in front of him, the precision it took to graze him on the face told him a few things about her…..she was ex-military and that she was a crack shot.

"Hey….Hey are you alright!?" Jean asked Angelo but even though she was addressing him she didn't for a second take her eyes off of the Punisher.

"NO I'M NOT ALRIGHT! THIS IS ASSHOLE WAS CUTTING MY EAR OFF!"

Jean gritted her teeth and narrowed her eyes a bit at the Punisher.  
"You maniac." She growled.

"You don't understand….." he started

"SHUT UP!"

**WHOOOOOOOOOOOO WHOOOOOOOOOOO WHOOOOOOOOOOO! SCREEEECH!**

"_Detective DeWolff where are you" _came the voice over the radio

"Look down and follow the tire tracks" she replied over her radio.

"_Copy that_"

"You hear that help is on the way…everything is going to be alright" said Jean.

"Damn" The Punisher whispered.

* * *

**Later: Staten Island- Fortunato Residence- 10:35pm **

Don Vincente Fortunato was sitting in his study with his hands linked together in deep deep thought about his current situation. The war with Vanessa at first wasn't going too well; he was loosing men left and right and she had the home field advantage but in one fell swoop the particulars of the game had changed. Before Vanessa had Maggia, Chompoti and Buotoni on her side but now he had Maggia and Chompoti plus since Buotoni's death he had control over his men. Vincente smiled a bit at the thought of now having equal footing as Vanessa but as quickly as the smile came it vanished because even though they were about equal all it cost him was his son. Vincente leaned back in his seat and released a sigh; his son should be here with him basking in this achievement but he wasn't….he was being held in jail. To date Don Fortunato has never spent a day in jail…he had been careful….he had always been two steps ahead of his competitors….he had always been smart; but being smart wasn't Angelo's strongest assets. His son could be clever when he wanted to be but he wasn't exactly the smartest person on the block.

'_Perhaps….I was a bit too overzealous'_ Don Fortunato thought, _'I wanted New York be Angelo's stepping stone just like his brother took over in Sicily but it seems Angelo may have needed a smaller pond to play in. I'm going to have to step in and face Vanessa. So far I have the upper hand but I need a way to quickly end this…..but in order to do that I need a way to get close to her…I need a way to strike her right in her black heart'_

**KNOCK! KNOCK!**

Don Fortunato was broken from his thoughts by a knock on his doors.

"What is it?"

"BOSS COME QUICK! THE NEWS!"

A sinking feeling filled the Don's stomach and as quickly as he could rose from his seat and went to the living room.

* * *

_**TV- **_

"_Good Evening New York I'm Michelle Burns bringing you a special bulletin. Earlier tonight a blackout that covered several blocks within Manhattan occured. The blackout was a result of a local power station exploding in a bizarre incident, the cause of the explosion is still as of yet unknown; but during the blackout a local precinct was under siege. It has been reported that the assailants were the mysterious ninja from the attack on the restaurant on the lower eastside earlier today and leading the siege was the wanted assassin known as Bullseye. _

* * *

"Vanessa" Fortunato growled knowing full well that the reason the precinct was attacked was because of his son being held there. He knew that Vanessa was dangerous but he never knew that she was crazy as well. She was crazy enough to stage an attack on the cops to kill his son. Vincente continued to listen to the report hoping to God that his son was alright.

* * *

"_According to an anonymous source the assailants were after Angelo Fortunato….who was the supposed cause of the Lower Eastside shootout earlier and it seems now he's responsible for the precinct assault. The details are sketchy as to how it happened but there was a car wreck around the Midtown area and involved in the wreck was a police car that was carrying Angelo Fortunato, Spider-Man and another mysterious vigilante that operates in Hell's Kitchen known as Daredevil; if you look on your screen you'll be able see amateur footage of the scene now. Angelo Fortunato appears to be out of the car when he is approached by an armed man...and this same armed man took him away. _

_We've received word from another source that the man in question is ex-police officer Frank Castle. _

* * *

"Not again…..that son of a bitch has got my son AGAIN!"

* * *

"_The same source has told this reporter that around 9:00pm tonight Frank Castle along with Angelo Fortunato has been apprehended by the police but the detail on how they were captured and to which precinct they were taken to remain anonymous to avoid any other attacks. We tried to get a word with Captain George Stacy about the attack on his precinct but all he had to say was this.._

* * *

_George Stacy: "No Comment" _

* * *

"_This has been Michelle Burns with a special news bulletin" _

* * *

**Staten Island- Fortunato Living Room**

Don Fortunato pursed his lips into a thin line and sat down on his couch. He was relieved that his son was alive but he was angry that not only did Vanessa take a run at his son again but the Punisher as well; both of them were giving him a migraine. He needed to think of a way to dispose of both of them but they were crafty. Vanessa was untouchable because of her damn ninjas and the Punisher was untouchable because of his resourcefulness.

Don Fortunato looked up at the screen again to see that his men were re-watching the news bulletin and he saw Spider-Man on the screen and then the face of George Stacy popped up again. Vincente was looking at him and then he was hit with recognition.

"STOP!" he shouted. The henchman watching the news pressed the pause button as Vincente stood up from the couch. The men watched curiously as he stalked towards the TV and continued to stare at George Stacy.

"How could I have forgotten" he whispered to himself, the Don held out his hand and turned to one of his henchmen "Phone now"

The henchmen quickly pulled out his cell phone and handed it to him. Don Fortunato opened the phone and dialed a set of number he knew by heart and waited.

**RING! RING! CLICK!**

"Father"

"Giacomo, I need you to listen to me very carefully. I want you to call our information guy and I want you to tell him I said to send me all the information he can on an NYPD Captain by the name of George Stacy and I want this done within the next two hours am I clear"

"Crystal Father and it will be taken care of" Giacomo Fortunato replied before hanging up the phone.

Don Vincente closed the phone and tossed it at his henchmen; he then turned around and proceeded back to his study but another smirk had found its way to his mouth again because a plan had started to form in his mind.

* * *

**Later that Night-1:30 am- Stacy Household**

Johnny Storm sat on his girlfriends couch flipping through the TV stations trying to find something to watch. Around 9:00pm Gwen had called him and asked him to come over because she had something to discuss with him but he was doing something Fantastic Four related with Ben at the time but as soon as he finished he flew over but right as he stepped through the door she received a call from her father.

Johnny looked to the right to see her leaning on the kitchen counter talking on the phone. He looked at her and a smile crossed his lips; he really liked her...more than any other girl he had dated. He continued to look at her and his smile only grew, he was curious about what she wanted to talk about; whatever it was it was important and he was secretly hoping that she wanted to talk about them taking their relationship to the next level. They had never really talked about it before mostly because he didn't want to scare her away or for her to get the wrong idea about why he was in a relationship with her….she was different from all of the other girls he had met so he had waited, but it had been about a year and a half since they've been dating and he had been thinking about it more and more and he felt that now was the time to bring it up.

'_Here's hoping she beat me to the punch though'_ he thought continuing to flip through the channels.

* * *

"Dad I'm glad you're alright. I saw the news and you were on it looking all beat up"

"Yeah I'm fine….a little banged up but the Doctor's gave me a clean bill of health. I hope you aren't going to afraid being in the house all night by yourself; I would be there but it's just, I can't leave Terri"

"Dad…I'm alright and no I not afraid to spend the night by myself; you do know I'm 17 and not 7 right"

"I know" he replied but Gwen could almost hear him rolling his eyes, "I was just…"

"How's Terri?" she asked.

"Banged up pretty good….she hit her head and had to get some stitches but she's going to be released in the morning."

"I'm glad to hear she's alright….do you want me to come down there with you guys….you know moral support?" Gwen asked.

"No, you don't have to do that just stay where you are and be safe alright" he said.

"Dad trust me I'm as safe as I can be….plus Johnny is here with me" She replied offhandedly but as the words left her mouth she had to slap herself in the head, '_Stupid_'.

"Johnny!?" George exclaimed/questioned "You have a boy in our house…at 1:30 am. and I'm not there."

"Uh….bye Dad love you" Gwen said quickly.

"GW…."

**BEEP!** went the sound Gwen ending the call. She pushed off the counter and turned towards Johnny.

"Is he okay?" Johnny asked while putting the TV on mute and turning to her. Gwen looked at him and started to walk towards him.

"He's fine. A little banged up but he's okay"

"That's good to hear babe. I'm glad he's fine."

The two teens looked at each other and smiled.

"So, what um….what did you want to talk to me about…..is it about us?" he asked.

"Yes…..how….how did you know?" she asked sitting down on the couch.

"Because I've been thinking about us too" he answered scooting a little closer.

"You have?" she questioned but before they had a chance to go any further the door bell interrupted them.

**DING! DONG!**

'_Damn it'_ Johnny thought.

Gwen looked towards the door and stood up.

**DING! DONG!**

"Hold on" she said before going to the door.

* * *

"Who is it?" Gwen asked leaning on the door.

"AHHH!" came a sudden shout of pain, "GAHHH!"

**BUMP!**

Gwen leaned away from the door for a second in confusion at the sounds before leaning forward and peering through the peephole. Staring back at her was a menacing looking brown eyeball.

Gwen jumped back in slight shock.

"Who is Gwen?" Johnny asked.

**BAM!**

* * *

The door and a large part of the wall was kicked in and sent flying back. Gwen being directly in the path was hit hard and sent flying with the broken door to the ground.

"GWEN!" Johnny screamed before standing up and gritted his teeth, "FLAME…..Oh my God" he whispered seeing a hulking looking man barge into the small apartment, "FLAME ON!"

Johnny igniting and flew towards the beast of a man but the man raised his large hand effortlessly back handed him as hard as he could.

**WHAMMMM!** Johnny was hit hard and was sent flying across the room where he hit the wall denting it and scorching it. He fell to the ground and ignited the flammable carpet. Johnny tried to push himself up and keep fighting but ultimately he fell back down knocked out cold and as result his flames extinguished

* * *

The mysterious and large hulking man let out a deep baritone laugh as he saw fire rapidly spreading throughout the apartment. The massive man stomped towards the down and unconscious Gwen Stacy and with one hand effortlessly picked her up.

Flames were all about the apartment now setting everything on fire but the hulking man wasn't bothered by the flames, not in the slightest; with his target in tow he turned around and stomped out of the burning apartment.

* * *

**End Chapter: Read and Review.  Hey Readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter and the continuation of the fight from the last chapter. I told you readers I would be picking that fight back up and I hope I pleased everyone with the way the fight went down. Also again I hope the Punisher was in character and not too OC. Again I'm familiar with him but at the same time not familiar with him if that makes sense LOL! How many of you readers enjoyed or are enjoying Jean Dewolff when she appears. Oh on a small note I know I kinda intentionally left a few things out there at the as it kinda jumps a bit but rest assured I'll be picking that up in the next chapter as well as what happens once Spider-Man and George Stacy find out Gwen's been kidnapped. Can anyone still guess at what's going to happen or how this arc is going to end….hopefully I'm keeping all of you on your toes and guessing at every turn. Anyway the stakes just keep getting higher as the War continues….again I hope everyone enjoyed the chapter and if any of you have any comments, rants, raves, or questions feel free to send them to me either in the review or in a PM and I'll get back to you ASAP this is Nomad88 saying Later…**

**Ps: How many of you readers have ever seen Reservoir Dogs...cool movie, one of Tarantino's best. Oh another side note, I have been going back and uploading revised chapters of Batman Beyond Volume 1….right now I think I'm on chapter 3. I'm just fixing a few error s and grammar mistakes I made so that way the story can be a little bit better. At the rate that I'm going you all could be seeing a new chapter of Batman Beyond somewhere around the second week in October...that's tentative but that's the schedule I'm going by. I know it's been a long wait and I apologize for that but hopefully the newest chapter will be worth the wait. This is me saying Later….**

**Next up: Gang War: Fortunato Strikes Again part 2 **


	71. Gang War: Fortunato Strikes Again part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the Amazing Spider-Man mythos as usual I just want to thank all of you readers and reviews for the overwhelming positive feedback on this story. It is my greatest hope that all of you keep enjoying the story and that you keep the feedback coming because I draw my creative inspirations from all of you…okay cool. Back to the story all of you know we're in the middle of the Gang War arc…right now we're about half way done with this arc so enough of me talking…although before I go I just want to say Read, REVIEW(A writer's main source of motivation) and ENJOY!**

* * *

**Chapter 63: Gang War: Fortunato Strikes Again part 2**

**Stacy Household- 9:00pm **

Gwen was sitting on her couch with her cell phone in hand staring at the numbers.

'_Come Gwen…..make the call; you'll be a hypocrite if you don't do it. All that crap about honesty and you yourself can't even be honest…..damn it'_ she thought to herself. Gwen heaved a sigh and pressed send on her phone and waited.

**RING! RING! RING! CLICK!**

"Johnny…we need to talk" she said.

"SORRY GWEN BUT THIS ISN'T THE BEST TIME!"

"_DIE BRAT DIE!"_ a voice she didn't recognize shouted.

"LOOK I'LL BE OVER AS SOON AS I…..WHOA!"

"GET YOUR HEAD IN THE GAME FLAME BRAIN!" came the growling/roaring voice of Ben Grimm.

"TALK LATER!"

**CLICK! **

Gwen tossed her phone to the side and released a sigh but it wasn't one of frustration it was one of relief. Since Johnny was busy it gave her more time to think about what she was going to say to him; more time to think about how she was going to bring up the topic of having feelings for her ex-boyfriend Peter Parker. Gwen rubbed her eyes and shifted in her seat, ever since her birthday party where they almost kissed she had being thinking in her mind how much she was betraying Johnny's trust. Thinking back on that day she had to honestly admit to herself that she was fully prepared to leave Johnny for Peter but Peter ended up walking away….closing the door on them and because he did that he left her in a bad situation. A few days after her party she continued to think about him and then about Johnny and how if she was ready to get back together with him…what did that say about her relationship with Johnny. She thought about how maybe she was just stringing him along until she and Peter got back together or maybe she was using him as a rebound and if that was true then that was not being fair to him.

"This is the right thing to do right" she said to herself reassuringly "What if….What if he wants to break up. Well that would be his choice…can't say I wouldn't do the same thing if I was in his position and if he does break up with me….maybe it's for the best. Maybe I need to be on my own for a while…till I can sort all of this crap out" she mused under her breath "However he reacts though…one things for certain, he's gonna be heartbroken" she continued while reaching for the remote and turning on the TV.

* * *

**Midtown- Hospital- 9:05pm **

"Mr. Stacy"

"That's Captain Stacy"

"Captain Stacy I understand you're concerned but you can not go in and see her, no one is allowed in except family members…visiting hours are over and she needs her rest, and you need to get some rest too."

"I'M FINE AND I AM FAMILY GODDAMN IT! NOW MOVE!"

"Sir I can't let you….."

"Listen I understand you're just doing your job but if you don't let me in I will throw you in jail for obstruction. I'll only be 2 minutes alright I just need to see that she's alright for myself" he pleaded/demanded at the same time.

The Nurse standing in front of him saw the pleading look in his eyes and she let out a sigh.

"Fine you have 2 minutes" she relented.

"Thank you" Captain Stacy replied moving past her and entering the hospital room.

* * *

**Room 303**

George entered the room and his eyes fell upon the rising form of his friend and ex-partner Terri Lee. She was sitting up in her bed with the covers off of her; and she was attempting to get out of the hospital bed. George's eyes continued to roam over her and he saw the bandages on her face, the stitches going across her forehead, and the cast over her right hand and arm.

"Help me up" she said seeing him enter the room.

"No, you need to rest" Captain Stacy replied closing the door and walking over towards her bed.

"Rest my ass" she snapped trying to get up but failing, she cursed under her breath and then glanced at George. He was sporting injuries of his own, he had several lacerations on his face that had been dressed by a nurse or a doctor and he had some blood in his left eye, "If anyone needs to rest it's you…..old people don't heal as quickly as us young people"

"Watch it Terri, pretty soon you're gonna be my age"

"Yeah in about 12 years" she replied laying back down "Where is Fortunato?" she asked.

George rubbed the back of his neck letting out a grown and then sitting down in the chair that was next to her bed.

"I don't know….Frank got him"

"S***!" she exclaimed in frustration, Terri shifted slightly in her bed and bit her lip "So what's the next play"

"I don't know…since Frank's got Angelo doing God knows what to him…we need to start preparing for the worst. Fortunato is going to throw everything he's got at Vanessa not caring who gets in his way"

"Or maybe….." Terri started before stopping and letting a contemplative look appear on her face, the look stayed there for a long second before she started to laugh.

"Or Maybe what…..and what's so funny?" George asked with a raised eyebrow.

"I just had a funny thought…what if we're going about this the wrong way. What if instead of trying to keep Angelo away from your buddy Frank we should just hand him over on a silver platter."

"Excuse me?"

"Think about it…if he's got Angelo, Angelo will tell him where his father is and then Frank will go and kill him thus ending the Gang War and ending all of this craziness" she answered.

George scrunched his face up a bit.

"It would be easier to do that wouldn't it…..just to let Frank go and do that…..but just because something is easier doesn't necessary make it better. Killing never solves the problem."

"Sometimes it does"

"If Frank kills Fortunato it won't change the fact that his family is dead, nor will it bring him out of the despair and the darkness he has surrounded himself with….somewhere in there is my friend and we need to be trying to reach him instead of just…." George started and then stopped while releasing a sigh and rubbing the back of his neck.

Terri looked at her ex-partner with a raised eyebrow.

"You're trying to save him, aren't you?" she stated more than asked. George glanced at her before releasing another slow sigh.

"I want to help him…..I did have a small hand in creating him"

"George that man doesn't want to be helped…he wants his revenge and I can't say that I blame him for wanting it."

"And you think we should give it to him because it will make everything go away"

"I think we should do whatever it takes to end this war….because this can not continue" Terri stated seriously.

**RING! RING! RING!** Went the sound of Captain Stacy's cell phone; George reached into his pocket and pulled out his phone and answered the call.

"Captain Stacy" He answered.

Terri watched him answer the call but she recoiled a bit when he suddenly stood up from his seat.

"WHAT! Keep him there and have eyes on him at all time….and for God's sake if the press come round do not tell them a thing because if you do the same thing will happen to your Precinct. I'm on my way."

**CLICK! **

"What is it?" Terri asked.

"That was the Captain of West Brooklyn Precinct….they have Angelo Fortunato in custody and they have the Frank too" He said passing Terri's bed and heading for the door.

"GEORGE!"

Captain Stacy stopped and turned to his ex-partner.

"Remember what I said…..we have to do whatever it takes to end this or else is just gonna continue"

"….Rest up Terri….and I'll be back later tonight" he replied before opening the door "CALL THE KID!" Terri shouted right as he left the room, "Damn."

* * *

**Outside the Hospital**

Captain Stacy exited the hospital and he was immediately bombarded with questions from the press who were patiently waiting outside. George shielded his eyes a bit away from the flashing cameras and he made a beeline to an officer that was standing by his car.

"CAPTAIN STACY WHAT CAN YOU TELL US ABOUT THE ATTACK ON YOUR PRECINCT!" A reporter yelled.

"No Comment" he replied as he and the officer got into the car and drove off into the night.

* * *

**Across Town- The Night Nurse**

"OUCH!" shouted Spider-Man. He was currently sitting on a medical bed within the Night Nurse's secret hospital; the Night Nurse was applying disinfectant to a few of his burns, cuts and scraps that he had gotten from being shocked and being thrown off of the armored van and skidding across the ground. He had his shirt off and his mask lifted up and over his lips.

The Night Nurse glanced at him and let a smirk grace her lips.

"Stop being such a baby"

"I'm not being a baby….it freakin hurts" Spider-Man replied.

"Aren't you supposed to be tough?"

"I am tough"

"Right" she replied sarcastically dabbing more disinfectant on another cut.

"OUCH!"

"Wimp"

"Your bedside manor sucks" he snapped pulling his arm away from her.

"Whatever…..you're already starting to heal….I can see it a bit, your skin is looking less red by the minute….by tomorrow afternoon you'll be good as new"

"Yah for me, but in the mean time I'll have to deal with the pain" He grumbled grabbing his ripped shirt and putting it back on.

"Stop whining kid…it could be worse" came the voice of Daredevil

Spider-Man and the Night Nurse turned to see a bandaged Daredevil make his way into the room.

"Et Tu DD?" Spider-Man joked.

The Night Nurse walked over towards Daredevil and placed a hand on his chest.

"You should be resting Matt"

"I'll be alright and besides we can't rest until we stop whatever is going on" he replied. The Night Nurse knowing that there was no way to make him get some rest rolled her eyes released a sigh and then glanced behind herself giving Spider-Man once last look before heading for the door out of the room.

"Suit yourself…I'm just a nurse, what do I know" she threw over her shoulder.

* * *

"Where did you find her?" Spider-Man asked shaking his head.

"Long story" Daredevil replied groaning a bit because of his injuries.

"Well we failed…..that Punisher guy made off with Fortunato" Spider-Man stated getting up off of his bed.

"Well we'll just have to find him now won't we" Daredevil replied, "God knows what that maniac Castle is doing to him. Why is he even after him?"

"I've been thinking about that and I think it's because Angelo Fortunato's Father killed Frank's family and so he wants revenge" Spider-Man answered.

"And Angelo's father is the one that's in a war with Fisk?"

"Yeah."

Daredevil tilted his head a bit and put a hand to his chin.

"What are you thinking DD?"

"I'm thinking that this war is about to be solved another way if we don't find Castle" he replied.

"How's that?"

"The Punisher…..right now is probably torturing Angelo for information about his father….and he will get answers. Once Castle has his answers he'll go after Angelo's Father and kill him"

"Thus ending all of this craziness right…..well….then I'm suddenly feeling less inclined to find this Punisher guy"

"WHAT!" Daredevil snapped.

"What do you mean what you just said it yourself he's gonna end this war for us and that's what we want. I thought he was going to kill Angelo which would only spark his father's anger but if he's going after the source then why not let him"

"Because killing is not the answer" DD retorted quickly.

Spider-Man rubbed the back of his neck and took a step back from his friend and mentor, if Daredevil could see him he knew he would be looking directly at him with a hard stare.

"I'm not so sure….look okay killing is not the answer to every situation but maybe in certain situations…."

"Stop" DD interuppted "Where is this coming from, because this isn't what I taught you"

"That thing with the Red Skull and him killing the President…I was talking with Captain America after the ordeal and he was telling me that sometimes killing can be justified. People like the Red Skull need to be killed"

"And he's the authority on who lives and dies" Daredevil countered.

"…all I'm saying is that maybe he has a point. If Angelo's father is responsible for The Punisher's family getting killed then maybe the Punisher deserves his revenge"

Daredevil shook his head and then raised it.

"No….he deserves Justice….and revenge isn't Justice"

"Semantics Matt…..maybe revenge isn't justice to you but to him…..who's to say that it isn't. Have you ever been in his shoes before?"

"Yes I have….more than once" DD replied in a low voice.

**RING! RING! RING! ** The conversation was interrupted by Spider-Man's cell phone ringing; the wall crawler quickly took his phone out of his utility belt and he answered the call.

"Hello?"

"It's me"

"Captain Stacy?" he replied "Are you alright?"

"I'm fine. Meet me at West Brooklyn PD; they got Angelo and the Punisher"

"WHAT! HOW!?"

"I don't know we'll find that out later just get there."

"We're on our way"

**CLICK! **

"Guess Wh…." Spidey started before being interrupted.

"West Brooklyn PD….yeah, I heard" DD stated.

"Right. So um…I guess what we were talking about is moot then huh"

"No, Frank may be in custody now but he will escape….trust me." Daredevil said confidently.

"Not if we're there."

"Hopefully not with you there…I'm going somewhere else."

"Where?"

"I'm going to see if I can stop this war another way or at least stall it" Daredevil replied cryptically, "And this conversation isn't moot….we'll pick this up later. You can count on it" he continued while turning around and heading for the door but before he left he stopped and turned his head a bit "I'm a little surprised at you Pete….I thought I taught you better than this"

"Well Matt….maybe I'm just developing my own ideas"

Daredevil pursed his lips into a thin line and then left the room; Spider-Man watched him go and he rubbed his neck and released a sigh.

"Great" he whispered frustration evident in his voice.

* * *

**Brooklyn PD**

Detective Jean Dewolff stood in a room staring through the one way mirror and into the interrogation room that held the mysterious and extreme vigilante known as the Punisher. She had been looking at him for the past 5 minutes trying to see if she could get a reading off of him and so far from the way he was sitting to the hard look on his face she had gotten plenty. Jean had always prided herself on being able to read other people; it was one of the reasons why she was such a good detective. Her well trained eyes roamed over Frank's combat clothes, the skull painted on his chest, his rigid posture, his five o'clock shadow, and finally his steely baggy eyes that told her he hadn't slept in a while.

Jean shook her head for a second but then her eyes narrowed a bit as Frank lifted his head and seemed to stare right at her. She swallowed a bit and felt a cold shiver run down her spine.

**CREAK!**

Jean jumped a bit at the sound of the door opening, she turned to see another Detective by the name of Sam Jessup walk into the room and stand next to her.

"So what the situation in the other room?" she asked.

"Apparently the guy in the other room is Angelo Fortunato" Sam replied.

"Wait….as in the guy that's the primary suspect in that shootout earlier today?"

"One in the same"

"I thought he was in custody?" Jean questioned.

"I just got off of the phone with a friend of mine and the precinct he was being held at was just attacked by Ninjas who were looking to kill him"

"Ninjas?!" Jean exclaimed before shaking her head "I tell ya this town throws you so many curve balls its impossible to tell what's going to happen next"

"Ain't that the truth" Sam replied, the Detective then turned his eyes to Frank who as still staring at the glass.

"What did you find out on this guy and is he involved with those ninjas?" Jean asked turning her attention back to Frank.

"Thanks to Fortunato we got his name and we ran it through the database. His name is Frank Castle….ex-military…Marine Corps, he was in Vietnam, and he's also an ex-police officer."

"NYPD?"

"LAPD" Sam answered.

Jean pursed her lips into a line and headed for the door.

"Hey where are you going?"

"To get some answers, I wanna know why he was torturing Fortunato….and what would make a guy who played for the angels switch sides"

"No, we have orders from our Captain to wait for a guy name Captain Stacy to come and question him first"

Jean scoffed a bit and continued for the door.

"This is my collar and I'll be the first to question him" she stated while leaving the room.

* * *

**Interrogation Room**

Frank turned to the left as he saw the door to the room open and in walked the woman that arrested him; Detective Jean DeWolff. The Detective walked towards the table and pulled out the chair in front of him and sat down, she stared at him and he stared back at her.

"Frank Castle" she stated.

"…"

"I'm Detective Jean DeWolff of the NYPD"

"…."

"You're being charged with 6 counts of murder on those men you shot yesterday night. There is dried blood on your boots and once the results comeback they'll match the blood from the crime scene, next you're being charged with assault and attempted murder on Angelo Fortunato and….."

"You're military aren't you?" Frank interrupted still looking at her "What Branch?"

"….Marines"

"I'm a Marine as well"

"I know, Vietnam right"

"…"

"Well my fellow soldier I don't know if you know but the war is over"

"Different War" Frank replied.

"And what war is that?" she asked.

"The War on Crime" he replied looking directly in her eyes, "Right now Detective….you're interfering in something you do not understand nor do I have the time to explain it"

"Make time." She demanded "Explain to me how you went from LAPD officer to a murdering psychopath who likes to execute people and cut their ears off"

"As I said, I don't have the time…..I won't be here much longer anyway"

"That's where you're wrong Frank….you're going to be here for a very long time" she corrected.

"I'm only here because I allowed you to capture me….I can escape at any time and I will, and Detective DeWolff my name isn't Frank Castle…..it's the Punisher"

Jean was about to say something but the door opened and in walked her Captain and several other officers.

"Dewolff, didn't you get my orders, I said no one was to talk to him" her Captain stated sternly.

"Cap with all due respect this is my collar"

"Detective outside….you three take him to holding" the Captain ordered.

"Captain"

"OUTSIDE DETECTIVE!"

Jean gritted her teeth and turned her head away from The Punisher and looked at her boss, she scoffed but complied and stood up and made her way out of the room right as the three uniform officers walked over to the handcuffed Frank Castle.

* * *

All the while the Captain and Jean were talking Frank was discretely making a move, when he was captured he had already thought of 3 different ways to escape but he didn't execute any of his plans because all of his plans ended up with him escaping without Angelo. He needed Angelo because only Angelo could lead him to his father. In the time since he had been brought to the precinct he had been thinking of another plan and luckily he had all the tools to pull it off. When the cops showed up they took all of his equipment from him except for one thing….a hidden tracking device that he usually used to discreetly place on targets when he wanted them to get away.

'_Plan A didn't work…..time for plan B' _

Frank slipped a finger towards his belt buckle and reached behind the buckle and removed a small pill like object.

The Punisher eyed the officers that walked over and grabbed him. He did nothing but remain calm as they hoisted him out of his seat and led him out of the interrogation room.

'_Just have to get close to Fortunato' _

* * *

**Hallway/Office**

Frank glanced to the right to see Jean standing off to the side arguing with her captain; their eyes met briefly again before he turned away from her.

The three officers continued to lead their handcuffed prisoner towards the holding cell that was through the office area of the police station and then down another hall.

Frank allowed himself to be led but right as they entered the office area he spotted Angelo Fortunato handcuffed to a bench. He had a large bandage on his ear and he was waiting in the line to use the phone.

The younger man looked up and the two enemies locked eyes both staring at each other with absolute hate.

Frank suddenly stopped walking and he continued to look at Angelo.

'_Now'_ he thought.

Frank lashed out with a hard elbow to the chin of the officer to his right; he hit the officer so hard that the man's teeth loudly click together followed by his shout of pain. Frank then stepped forward and grabbed the officer on his left and shoved him into the last officer that was behind him. He whipped around to the front to see Angelo with wide eyes looking directly at him. Frank ran forward and jumped onto a desk and then sprung off and flew directly towards Angelo.

Angelo had just enough time to gasp as he saw the Punisher launch himself into the air and right for him.

**BAM!** Went the sound of him barreling into him. The two went tumbling over the bench and to the ground with the Punisher landing on top.

The Punisher wrapped his hands around Angelo's throat and to everyone in the precinct it looked like he was choking him and to an extent he was but what he was really trying to do was to get Angelo to open his mouth.

The younger man struggled with all of his might against his strong grip but he ultimately failed.

'_Come on…..Come on…open you're mouth….got another 30 seconds before they pounce'_ Frank thought in his mind applying a little more pressure.

"ACK!" gasped Angelo opening his mouth wide; acting quickly Frank shoved his fingers with the pill tracker into Angelo's mouth and pushed it until was in the back of his throat and he had no choice but to swallow.

"GET OFF OF HIM NOW!"

Frank turned to see Jean DeWolff and several officers with their weapons trained on him ready to kill him.

Several officers ran over and roughly pulled the Punisher off of Angelo who was on the ground coughing uncontrollably. The officers dragged him away before right before he left he let a smirk grace his lips but Jean was the only one who caught the smirk.

* * *

**Outside the Precinct**

Down the street from the precinct where the Punisher was being held was Microchip sitting in his armored van. He wasn't worried about anyone spotting his van because one of the many features that he had built into the incredible vehicle was a cloaking device. It was still in the experimental stages and he had never tested it before but so far it was holding up.

'_Linus what are you doing…..I mean just what the hell are doing'_ he thought to himself gripping the steering wheel as tightly as he could, '_This is crazy…..what you're thinking is crazy. You don't owe him anything…..well he did save your life that time and you repaid him by giving him guns and helping him get that Fortunato guy…..but….but….GODDAMN IT!'_ Microchip shouted in his mind. He reached over to the passenger's side of the van and he picked up a gas mask.

* * *

**Holding Cells**

The Punisher sat calmly within the holding cell with the other prisoners that were being held over night. Frank eyed all of them but specifically his eyes landed on three thugs with dragon tattoos that ran from their necks and all the way down to their arms. The three of them were looking at him hard but he wasn't the least bit afraid of them.

Frank took in a deep breath as he saw one of the dragon tattooed thugs tap his two friends and walk over towards him.

"You're in my spot"

Frank glanced at the thug that addressed him and rolled his eyes and looked away. The tattooed thugs looked at his friends and then back at Frank; he raised his hand and smacked Frank across the face.

**SMACKKK!**

"I said you're in my…" the thug didn't get a chance to finish as Frank suddenly rose up and head butted him in the chin so hard that his jaw slammed shut with so much force that three of his front teeth broke upon impact Frank then lifted his right foot and kicked him in the chest sent him down to the ground in agony. He twisted to the left and grabbed the next thug by the throat and effortlessly lifted him up and then choked slammed him and stomped on his chest with his boot. The Punisher slowly turned his head to the last dragon tattooed thug and looked at him darkly.

"H-H-Hey man…..I-I'm cool….N-No…beef wit y-you" he stuttered holding his hand up and shying away from him.

"HEY!"

Frank turned his attention to the cell bars to see Detective DeWolff again…standing there.

"Back away from…"she started.

**BOOOOOOOOOOOOOOOM!** Came the sound of the armored van punching through the brick wall.

* * *

The Punisher rolled over and pushed a few bricks off of his body and he looked at the armored van that had broken through the prison walls. He wiped some dust from his eyes and he was able to make out the driver's side door opening and Microchip stepping out.

* * *

Microchip cracked open a few canister and tossed them to the ground and they each immediately began to released the thick white smog known as tear gas upon the prisoners and the police that were gathering outside of the cell.

* * *

Jean DeWolff and the other officers started to cough and tear up because of the gas, but even though she was coughing and her eyes were tearing up Jean manage to stay on her feet. She drew her weapon and tried to open the cell but the gas was wreaking havoc upon her….making it impossible. She looked up through squinted and teary eyes in time to see Microchip put on a gas mask and make his way towards Frank who was coughing and choking himself. Jean banged on the cell door as Microchip helped Frank up off of his feet and towards the armored van.

"….._cough_…..n-n-o-o….._cough_…._cough_…" she gagged. Jean dropped to a knee but still kept banging on the cell door.

* * *

Microchip pushed Frank into the vehicle and over to the passenger's side of the car and then he quickly shut the door. He flicked the remaining headlight on as a way to blind any cop that was still able to see, he threw the gears into reverse and slammed his foot on the gas.

**VROOOM! SCREEEEEEEEECH!** Went the sound of the van engine revving up and its tires gripping the road and pulling it backwards. The van reversed all the way out into the night traffic shocking a few drivers on the road and making them come to a stop.

Once on the road Microchip twisted hard on the wheel making the van turn wildly around, he then threw the car into drive and stepped on the gas taking off into the night.

* * *

**Elsewhere- Uptown- 9:58pm **

Daredevil stealthy landed on the ground in the alley and he hugged himself to the dark shadowy corner that was next to him. He crouched low a bit and peeked around the corner tilting his head a bit…listening intently. Raising his escrima stick he tapped the side of the wall, as a result the sound created an echo which was reverberated throughout the area and caused his radar sense to come alive and allow him to _'see'_.

'_Nothing'_ he thought to himself as his radar sense picked up no one, he then raised his head a bit more and took and a long whiff of air, _'I smell….several homeless men…who were here about 2 days ago…..urine…..cheap beer…..trash and dog feces. Everything except the earthy smell of the hand ninjas and the jasmine scent…..of Elektra'_ DD thought to himself as he slinked out of the corner and into the alley. He carefully walked towards and inconspicuous looking wooden door and he tapped it lightly with his escrima stick. His radar sense outlined the door and he could tell that it was fake and behind the wood was a metal door. DD lifted his hand and took off his glove and placed it on the left side of the wall next to the door and he felt around. Daredevil's heightened sense of touch magnified the feel of the bricks and the indention of a collapsible brick. DD pushed the brick inwards and the wooden/metal door opened; he smirked to himself and he carefully entered the secret room.

* * *

**Inside **

As soon as he stepped into the room/massive dojo Daredevil's senses were assaulted with that same earthy smell that he associated with the hand ninjas but the smell that he focused on the most was the scent of Jasmine….a scent he had come to associate with arguably the love of his life…..Elektra Natchios. Daredevil closed his eyes and deeply inhaled the intoxicating scent that set his whole body on fire with desire. He stood rooted in his spot as a memory over took him one that he cherished deeply…it was about the first time he inhaled that scent.

* * *

**Flashback- Several Years Ago**

Lying comfortably in a bed with his eyes open was Matt Murdock; he was staring up and looking at the outline of the face of the woman he had grown to love in the past year and a half...Elektra Natchios. His head was in her lap and she was staring down back at him rubbing the side of his face affectionately.

"What are you thinking about Matthew?" she asked in that alluring Greek accent.

"I'm thinking about that wonderful smell coming off of you….I've never smelled anything it's so…..so…."

Elektra smiled and leaned back a bit.

"What you're smelling is the scent of Jasmine…its smell originates from a flower found in my country. It was my mother's favorite"

"It's beautiful"

Elektra's smile only widened at his genuine statement and she continued to rub the side of his face.

"Are you happy Matthew?" she asked after a minute.

"Being here with you….happy doesn't begin to describe what I'm feeling Elektra. I'm feeling something deep and right. For a long time….ever since I was 12 I've had this darkness within me and it's just been growing and growing and it's always on my mind but you…..you take it all away Elektra. When I'm with you I think of nothing else but you…..and I guess what I'm trying to say is that…I Love you"

"I Love you too Matthew….and I know of the darkness you speak because I have had that same feeling but when I'm with you…..I no longer think about it or care. I wish that we can stay like this…..right here with each other forever"

"I wish that too" he replied softly.

Elektra leaned down while Matt rose up; their lips then met in a passionate kiss.

* * *

**Present**

"How did I know you would come here?"

Daredevil was drawn out of his memory by a voice echoing throughout the large empty and secret dojo lair; the voice belong to the woman that he'd just been thinking about…Elektra Natchios. He searched for her but he didn't have to search long because he blinked and there she was standing a few feet away from him but instead of wearing her usual tight red outfit she was wearing a tight white sleeveless and legless uni-tard. He sniffed the air and a more potent scent of jasmine filled his nose…invading his senses and creating a better outline of her.

"Elektra." He stated.

"How did I know you would come here Matthew?"

"Because you know me very well" he replied.

"Or is it because you've been raiding my stash houses for the past 2 and half months. I'd figure it was time that we met" she corrected.

"You have to stop this Elektra, you and the hand have to stop working for Vanessa and helping her in this war."

"I can't do that Matthew….she has something my organization needs"

"Money" DD snapped.

"….."

"WHAT HAPPENED TO THE HONORABLE WARRIOR YOU USED TO BE!" he shouted.

"She was killed by Bullseye….and in her place an Assassin for Hire was born" Elektra stated.

"I refuse to believe that….I refuse…..the woman I Loved is still in there somewhere…I know it…I can feel it in my bones and she knows that working for the hand and Vanessa is wrong."

"Are you still holding out hope for us Matthew…hope for me?" she asked with her cold/steely eyes staring at him "Don't" she stated, the single word echoing throughout the dojo and in his ears, "The beautiful love that had blossomed between us was 8 years ago…..it's in the past, where it should stay"

"Elektra…." Daredevil started.

"You shouldn't have come here Matthew….and you shouldn't have interfered" she whispered but she knew he heard her loud and clear. Elektra reached towards her waist and removed her twin Sai's and brandished them.

Daredevil tapped his escrima sticks together and an outline of Elektra in a fighting stance was shown to him, so he twirled his own weapons and got into his own stance. He knew that there were no more words to be said between them. If he wanted her to stop working for Vanessa then he would have to defeat her.

In a flash, the soft taps of Elektra's feet hitting the dojo floor were heard by Daredevil and he could '_see'_ her running towards him and he responded by charging towards her as well.

**CLANG!** Went the sound of their weapons slamming together. Daredevil hand his escrima sticks in the spaces of her Sai's blocking them from stabbing him in throat. The two former lovers stood their struggling with the other trying to gain the upper hand. Elektra gritted her teeth and lifted her foot for a kick to his stomach but DD disengaged and jumped back. Elektra quickly turned and threw out a side kick that nailed him in his sore gut.

"ERGH!" he grunted hunching over a bit which allowed Elektra to bring her left hand and sai across his face scratching him and earning another grunt "ERGH AH!" he shouted. DD recovered and dropped to a knee avoiding the swift round house. He then lashed out with his right foot and swept her leg from under her.

Elektra felt her foot being swept and she turned it into a cartwheel and landed on her feet, she whipped around in time to receive an escrima stick to the mouth.

**SPOK!** But she didn't grunt or make any sound of discomfort she took the blow and readied herself for DD's incoming attack which was a flying kick, she rolled to the side and that's exactly what he wanted. Daredevil landed on the ground and picked up his stray escrima stick and then charged at the Greek beauty.

* * *

**Brooklyn PD: 10:10pm **

"WHAT DO YOU MEAN HE ESCAPED!?" Captain Stacy shouted slamming his hand on the desk of the Captain of the Brooklyn division NYPD.

"I mean exactly what I said, he escaped….someone broke him out. Don't worry though we'll find him I got my best detective working on it" The Brooklyn PD Captain replied in his own frustrated tone.

Captain Stacy rubbed his hair in frustration and he released a sigh trying to calm himself down.

"What about Fortunato is he still here?"

"Yeah we got him down in lock up"

"Good, there's a plus. We need to keep him here til the morning where he should be the first one to see a judge and be arraigned. The sooner he's in jail the sooner we can flush his Father out and nail him to the wall."

"What's the story with this Gang War anyway?"

"You got about an hour?" George asked.

"I could spare an….."

"CAPTAIN PRESS IS HERE WAITING FOR A STATEMENT!" shouted a uniform officer entering the office.

"Damn vultures" The captain whispered standing up.

"Don't tell them Angelo Fortunato is here or the same thing that happened to my precinct will happen to yours"

"Dually noted" The captain replied before exiting the office and leaving George by himself.

* * *

**Holding Cell **

Detective Jean DeWolff wiped the final tear of out her eye and trained her red eyes upon the giant hole in one of the precincts holding cells. She scrunched her face up and folded her arms across her chest.

"Damn it" she cursed.

"Rough night" came a voice.

Jean jumped a bit at the voice, she looked around in every direction until she slowly looked up to the ceiling to see Spider-Man there looking directly at her.

"Hi, I'm Spider-Man"

Jean didn't say anything she just continued to stare at him. The wall-crawler detached from the ceiling and he landed in front of her. She looked him over and her eyes roamed over his torn costume and bandaged wounds. The detective shook her head and snapped back to reality; the shock of seeing him for the first time up close and personal leaving her.

"Hi…I'm Detective Jean DeWolff" she replied holding out her hand, Spidey reached over and shook her hand, "And this night has been frustrating to say the least but it looks like you've had the rough night"

"Understatement if there ever was one" Spidey replied taking his hand back turning to look at the giant hole that was created by the armored van.

Jean continued to look him over as he examined the scene.

"Um…I'm a big fan, of what you do" she said walking forward and standing next to him, "And I really like the costume….colorful"

"Uh...I'm glad you're a fan..…and I'm glad you like my costume, most people are put off by the bug eyes"

"That's funny because Spiders aren't bugs….they're arachnids" she said.

"Dear God you're the first person that I haven't had to tell that to" he replied.

Jean smirked a bit at his comment.

"You know this is my first time seeing you…I mean I've seen you…swinging around before but never up close"

"Well how do I look up close?" Spider-Man asked.

"Much shorter than I thought"

"…a solid body shot to my ego…thanks Detective DeWolff"

"And you're much younger than I thought too….I'd say about 18"

"Close" Spider-Man replied glancing at her through the corner of his eye before turning back to the hole and looking it over. The Detective followed his line of sight in looking around the hole for any clues but she had already searched and couldn't find anything.

"You're wasting your time kid…I've already scoped this area out and the guy that busted Castle out of here didn't leave any trace"

"Great, so how are we supposed to find this clown?"

"I'm actually working on that now" Jean replied.

**KNOCK! KNOCK! **

The two turned to see a scraggly looking College Student walk into the cell, he had a disheveled appearance looking as if he just rolled out of bed, which was a distinct possibility that he did.

"Is there a Jean DeWolff here" the young man asked.

"That's me….you the sketch artist"

"Tyler Keagen at your service…..HOLY CRAP! You're Spider-Man" he exclaimed while taking off his backpack and opening it.

"Yeah that's me" Spidey said waving his hand, "Sketch artist" he whispered to Jean.

"Yeah…during the escape I caught a glimpse of Castle's friend…I'm hoping I can remember his face long enough so our guy Tyler here can sketch him and we can run his face through the system. If we can find him…"

"We find Castle…..Nice plan"

"Well I am the best Detective in this unit" she replied with a smirk.

"And humble too" Spider-Man quipped.

Jean's smirk only grew as she and Spidey walked towards the sketch artist.

* * *

**Later: 11:30pm- Staten Island- Fortunato Residence**

Don Vincente Fortunato was sitting in his study with his hands linked together. After looking at the news report and recognizing Captain George Stacy he had put in a call to his son Giacomo who was to get in contact with their tech people who would send him some info on George. He had remembered him from the intel he had gotten about the case involving his wife's murder but at the time he didn't care about him or anyone else other than the man that pulled the trigger and killed his beloved, however he did manage to hold onto a few faces. George was a bit older but he still had the same face.

'_If I remember correctly…..I believe he had a wife and daughter'_ Fortunato thought to himself leaning back in his chair, _'If I'm right then that means I may have the edge I need to win this war' _he continued to think.

**PING! PING! PING!**

Vincente turned his head and looked at his computer to see that an email had arrived within his computer. The email was from an unknown source but he knew that it was from his computer hacker that he had on the payroll back in L.A; for a nominal fee he would drop them information on anyone they wanted.

Vincente reached over to his computer and used the mouse to double click on the email that was sent to him.

On the screen was an image of George Stacy as well as detailed and personal information, Vincente smiled to himself as he began to read all of the information on the screen.

* * *

**Few Minutes Later: 11:45pm **

Don Fortunato picked up a burner cell phone and he dialed a few numbers and he patiently waited.

**RING! RING! CLICK! **

"Why Don Fortunato…that was quick. Am I to assume you have a job for me?" came the voice of Calvin Zabo or as he like to call himself Mr. Hyde.

"I do, I need you to make your way over to an address and pick up a young girl for me by the name of Gwen Stacy"

* * *

**Later: Brooklyn PD: 1:30am **

"Yeah I'm fine….a little banged up but the Doctor's gave me a clean bill of health. I hope you aren't going to afraid being in the house all night by yourself; I would be there but it's just, I can't leave Terri"

"Dad…I'm alright and no I not afraid to spend the night by myself; you do know I'm 17 and not 7 right"

"I know" he replied but Gwen could almost hear him rolling his eyes, "I was just…"

"How's Terri?" she asked.

"Banged up pretty good….she hit her head and had to get some stitches but she's going to be released in the morning."

"I'm glad to hear she's alright….do you want me to come down there with you guys….you know moral support?" Gwen asked.

"No, you don't have to do that just stay where you are and be safe alright" he said.

"Dad trust me I'm as safe as I can be….plus Johnny is here with me" She replied.

"Johnny!?" George exclaimed/questioned "You have a boy in our house…at 1:30 am. and I'm not there."

"Uh….bye Dad love you" Gwen said quickly.

"GW…." He started before he suddenly heard nothing but a dial tone, '_She has a boy over…..God she is going to be the death of me'_ he thought to himself rubbing his eyes tiredly. He had just now thought about getting in contact with Gwen and letting her know that he was alright. He was getting ready to go home but seeing as how he was Terri's best friend he didn't want to leave her in the hospital all by herself; he figured Gwen would be alright by herself for one night and he knew that she would be, but to know that she had her super powered boyfriend over made him relax and tense all at the same time.

'_She is definitely going to be the death of me'_ he thought again closing his cell phone and putting it in his pocket.

"I know that look"

Captain Stacy looked up to see the Brooklyn PD Captain staring at him with a cup of coffee in hand.

"That's the look a father gets when his daughter is dating"

"Voice of experience?" George asked.

"I have two daughters of my own…thank God they're grown though" he replied chuckling slightly.

"I swear" said George shaking his head.

"I know I know"

"Look I need to get out of here, if there hasn't been an attack by now then there probably isn't going to be one...I have somewhere to be but I'll be back tomorrow for Angelo's arraignment…if that's alright with you"

"It's fine with me…we could use the extra muscle especially if there are ninjas after this guy"

"That's not all" George replied.

"CAPTAIN!"

Both Captains turned to the left to see Detective DeWolff and Spider-Man walking towards them with a piece of paper in hand.

"What is it DeWolff, have you found something to track this Castle guy?" her Captain asked while throwing glancing at Spider-Man.

"When everything was going down I manage to get a glimpse at the guy that busted in here and took Castle away and I called a sketch artist down here to get a sketch" she answered handing her Captain the sheet of paper. Both Captains looked at the picture intently.

"We believe that we can run this picture through the system and if we can find this guy….then we can find the Punisher" Spider-Man finished.

"Do it" Jean's Captain stated giving her the paper again.

Jean nodded her head then turned and left for her computer. Spider-Man watched her go and then looked at the clock on the wall.

'_Damn….I gotta get back to Queens.'_ he thought turning back to the Captains, "I have to go…I've got somewhere to be….if there hasn't been another attack by now then they probably aren't going to attack again…mostly because they're probably licking their wounds"

"I was just saying the same thing" Captain Stacy replied "Fortunato is being arraigned tomorrow at the Court house around 8:00am….be there"

"I will" Spider-Man said turning and heading for the exit and not long after he left Captain Stacy left as well with the intentions of heading back to the hospital to sit with Terri.

* * *

**Across Town- Stacy Household- Same Time**

"Ugh…." Came the pained voice of Johnny Storm aka the Human Torch, he slowly started to stir from his forced slumber and as his senses returned him he felt an overwhelming amount of pain and he smelled smoke and fire. His eyes parted and the first thing he saw was a giant blaze of fire in front of him. Adrenaline surged through the young hero's body and he pushed himself up and surveyed the vicious fire that had spread throughout the apartment, there was no area left untouched. Johnny looked down to see a fire around his feet and body but it wasn't burning him mostly because of his strange relationship with fire.

"GWEN!" he called out searching for her through the fire and smoke.

**RING! RING! RING!** Went the sound of the fire alarm blaring loudly followed by screaming of several people staring through the hole and at the fire.

"GET OUT OF HERE NOW!" Johnny shouted at them, _'Gotta get rid of this fire'_ Johnny thought to himself, "FLAME ON!"

Johnny ignited himself; his flames surrounding him. The Human Torch held out his hands and he concentrated, he concentrated on drawing the fire around him inwards, it took him a second to connect with the fire in the room but once the connection was mad the raging fire within the apartment started to draw towards him where he absorbed the fire into his body.

Johnny cracked his eyes open to see that all of the fire was almost gone.

'_Just a little more'_ he thought while absorbing the last little bit of the fire. Once the fire had been absorbed Johnny shut off his powers and he took a deep breath while looking around the scorched living room.

"GWEN!" he hollered "GWEN!" he shouted again taking a step but he had to drop to a knee because of his aching body_, 'God…it's like I got hit by Ben….just like that time I burned all of his underwear' _

"GWEN! No…..that guy…or thing must've took her"

**WHOOO WHOOO! WHOO! ERRNNNNNN!**

Johnny turned his head to left, looking at the melted window because he could hear the police sirens and the Fire sirens. He said a slight curse to himself before reaching up to his chest and hitting the Four.

"Guys…I need help"

* * *

**On the Road: 1:50am**

George Stacy rubbed his tired eyes for the tenth time; he was sitting at a red light several blocks away from the hospital where Terri was being held. His injuries were starting to hurt him again so he reached into his jacket pocket and retrieved a medium sized bottle of aspirin; he popped the topped and he took two capsules and released a sigh.

'_Jesus what a day…..what a night'_ he thought tiredly.

_**KRZZZZZZZZZZ **_**"**Captain Stacy this is Dispatch Over_**" KRZZZZZZZZZZZZZZ **_came the radio in the vehicle.

Captain Stacy groaned and reached for the radio and he answered the call.

**KRRRZZZZZ** "Dispatch this is Captain Stacy go ahead Over" **KRRZZ**

**KRZZZZ **"Sir I was monitoring the calls and there was an apartment fire across town, I thought nothing of it at first until I noticed that the apartment is the same one that you live in Sir"** KRZZZ**

"My apartment…..OH MY GOD GWEN!" Captain Stacy shouted flipping on his red and blue lights.

**WHOOOOO WHOOO! WHOOO!** Went the sirens. Captain Stacy slammed his foot on the gas and he sped down the street and into the night heading for his apartment and his daughter.

* * *

**Later: 2:08am- Stacy Household**

Johnny stood off to the side leaning against a scorched wall with an angry expression on his face. The police and fire fighters had showed up and were checking the apartment and not long after they arrived Ben, Sue, and Reed arrived in the Fantasti-Car. He had told them what happened and everyone was searching for clues but thanks to him and his flames most of the evidence had been burned away.

"OUT OF MY WAY THIS IS MY HOUSE!"

Johnny and everyone inside turned to the giant hole to see Captain Stacy push passed the officers and make his way into the scorched apartment. Johnny pushed off of the wall and made his way over to him, he could see several emotions playing across his face and most notably the emotion that was apparent was the same one he was feeling….anger. Reed was about say something when Johnny held up his hand to stop him.

"Mr. Sta…."

"WHAT HAPPENED!" he roared turning towards Johnny.

"Mr. Stacy…I…Gwen has been kidnapped"

* * *

**Next Day: Precinct- 10:00am**

Captain Stacy and Spider-Man walked down the steps of the precinct passing by a few officers who threw them a strange look but the two didn't care or pay them any mind, their focus was entirely on the instructions given to them. The first part of the instructions told them to get into the cab that was patiently waiting in front of the police precinct. Captain Stacy opened the door and allowed Spider-Man to get into the cab; George took a moment to grit his teeth and suck in a breath of air before getting into the cab and closing the door. The cab started up and drove down the street with its two targets secured inside.

* * *

**Inside the Cab**

Spider-Man and Captain Stacy both trained their eyes upon the two well dressed thugs that were in cab with them. The thug that was in the passenger's seat turned to them and threw two thick black sacks at them.

"Put em on" he stated with no room for arguing.

"What if we say no?" Spider-Man challenged.

"Then we stop the car…..but remember this ain't my kid that's in a life or death situation" the thug responded.

"YOU SONOVA…"George growled leaning forward before being restrained by Spider-Man. The Captain turned to look at him and he shook his head; George snorted his nostrils and leaned back in his seat.

"Put em on" the thug stated again.

Captain Stacy knew that they had the upper hand so he snatched the bag away from Spider-Man and he quickly put it over his head. Spider-man reluctantly grabbed his own back and placed it over his head.

* * *

**25 Minutes Later- Location Unknown (Staten Island)**

The black sacks that were obscuring the vision of Spider-Man and Captain Stacy were suddenly yanked away and they found themselves standing before Don Vincente Fortunato who was sitting smugly behind the desk in his study.

"Fortunato" George growled seeing him for the first time in over 15 years.

"You're Vincent Fortunato" Spider-Man said while narrowing his eyes and looking at the older man in front of him, the wall crawler then looked to the left and then to the right; _'10 guys in all…plus the two behind us and Fortunato, bringing the grand total to 13 hostiles….I can take them all apart in a second, but what if Gwen isn't here….I-I…I can't risk it'_ he thought to himself.

"Gentlemen I'm glad you could join me" Fortunato started off in a friendly tone.

"It's not like we had much of a choice Fortunato…..WHERE IS MY DAUGHTER!?" George growled taking a step forward and slamming his hand on Vincente's desk rattling it loudly. One of Vincente's henchmen grabbed him and punched him in the side earning a grunt of pain, Spider-Man took a step to the side and delivered a powerful side kick to the henchman's face sending him flying across the study hitting the wall hard while spitting out several teeth.

The rest of the henchman in the room quickly pulled out their weapons and aimed them at Spider-Man and at Captain Stacy.

"You alright?" The wall crawler asked.

"Fine" George grunted.

**CLAP! CLAP! CLAP!**

The two turned back to Vincente who had a smile on his wrinkled face.

"Brilliant display gentlemen…..Anger, the greatest motivator on the planet if I do say so myself"

"We're not playing any games here Fortunato" Spider-Man stated in a serious tone.

"Good to know Spider-Man because this isn't a game" the older man replied darkly "As you both know I'm in a war with Kingpin"

"Vanessa Fisk" George corrected.

Don Fortunato smirked and nodded his head.

"So far the woman has been gaining the upper hand but now I have the upper hand….I've recently secured several new additions to my cause to be rid of her…however two problems have arisen that I find myself unable to bypass by conventional means….so I've had to get…..creative"

"And you decided to use my daughter in your creative thinking" George growled again.

"You're a sick man Fortunato" Spider-Man added.

"All is fair in love…..and in War boy. I'm in a war…a war that is going nowhere fast, I needed and edge and the two of you are that edge. I saw on the news how the two of you helped my son escape certain death and now the two of you will do the same thing for me. This war that I'm in is only going to end one of two ways….either Vanessa or myself concedes...or we die" Vincente said looking at the two of them with a hard look "So I ask you this question Captain Stacy…..What are you willing to do to see your daughter alive again?"

Captain Stacy let the question hang in the air for a minute before lowering his head to the ground and swallowing hard and answering.

"…anything"

"Good" Fortunato replied "And you Spider-Man….I'm told you're some type of hero….you have a penchant for saving people and doing the right thing and all of that Bullsh**. How far are you willing to go to save a life?"

Spider-Man balled up his fist in anger and lowered his head a bit, _'For Gwen….I'm willing to go as far as I need to' _

"What do you want us to do Fortunato?" he asked anger evident in his voice.

"I want you to help me end this war. My first problem is the Punisher…..Captain Stacy, you being head of your police division have the methods and means to hunt that son of bitch Frank Castle down like the dog that he is….I want him found…and I want him taken out of the equation." He said looking at the scowling George Stacy. Vincente eyes then shifted away from George and landed on Spider-Man, "For you my masked vigilante…I have something different in mind. Vanessa is a well connected woman….the police can't stop her….her money knows no bounds. You can thank humans and their greed for that"

"Funny you should mention humans….and greed. I'm staring at a greedy one right now" Spidey quipped while folding his arms across his chest.

Fortunato smirked at his comment and then continued to speak.

"Her money is only half the problem….the ninjas protecting her are my main concern. None of my men or the police apparently can get close to her because of these men in robes so that's where you come in….you being a vigilante can get into places the police can't and you can face Vanessa in a way that they can't"

"What are you saying Fortunato?" Spidey asked.

"What I'm saying is this Spider-Man. I want you to find Vanessa Fisk…get past her ninjas…and then Kill Her. The two of you have 24hours to complete the task that I have given you, at the end of those 24hours if Frank Castle isn't caught and if Vanessa Fisk isn't dead…then I'm afraid Gwen Stacy…will die."

* * *

**End Chapter: Read and Review: Hey Readers, It's me Nomad88 back again with the closing comments. First before I begin I would say WHOOOOOOO! 500 REVIEWS! THAT'S INSANE! My thanks goes to all of you….to EVERYONE that has read and reviewed this story, I draw my creative fuel from all of the positive feedback that I get from all of you that are enjoying this story. My greatest hope is that you all continue to enjoy the story and continue to read and review…hopefully I'll get another 500 reviews LOL! I hope everyone liked the chapter and how the gang war is proceeding. Remember last chapter when I said I would be picking up on the things that I left out and I did….I kinda did the same thing in this chapter. It skips a bit at the end but not to worry next chapter I'm gonna go back and fill in the gaps all the way to the present and then beyond….several reasons as to why the last two chapters have been like that but I guess the main reason why was because I just wanted to be different….do something a tad bit different than the regular linear form of story telling….one could argue that it's a flashback but I don't call it a flash back…I call it a Flash-between (I Know lame name but it is what it is), showing you what happened between then and the current present. Anyway this chapter was a bit light on the action but heavy on the plot…major plot point at the end there and the real meat of the story is about to happen followed by the resolution. Oh real quick how many of you expected the fight between Daredevil and Elektra….how many of you enjoyed it b/c I will most definitely pick that up next chap HAHA! The action is coming next chapter and I have a feeling that many of you readers will enjoy the cameo next chapter…it's gonna be Legen…wait for it…DARY! LOL! Again I thank you readers for the numerous reviews and for helping me reach this awesome achievement. If any of you have any questions, comments, rants, raves or anything in between either leave it in the review or send me a PM and I'll get back to you readers ASAP! This is Nomad88 saying Later….**

**Ps: Hey readers I know I'm a little late with this chapter but there is a reason….I was finishing up the BRAND NEW! BRAND NEW CHAPTER TO BATMAN BEYOND VOLUME 1, that's right my loyal readers the newest chapter to Batman Beyond is now up and running. The Last Stand of Bruce Wayne is live and waiting for you to read and review. I know it's been a long wait but hopefully the chapter was worth the wait. This is me saying later…..**

**Next Up: Gang War: Spider-Man vs. Elektra **


	72. Gang War: Spider-Man vs Elektra

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back with another chapter in the Amazing Spider-Man mythos. I hope everyone is enjoying the current Gang War story arc that's about half-way done. I think we have about 2 more chapters and that'll wrap up this arc and then we'll dive into the next arc with a possible interlude to bridge the gap. Anyway I left the chapter on a big cliff hanger and we're picking up where we left off so I'm gonna stop talking but before I go I just want to say one last thing: READ, REVIEW (A writer's main source of Motivation) and of course ENJOY!**

* * *

**Chapter 64: Gang War: Spider-Man vs. Elektra**

**Flash-Between: Stacy Household- 2:10 a.m.**

George Stacy stood still in his spot staring at Johnny Storm, he had heard the words but his mind was still trying to register what the young hero had just told him.

"My…..She…." he started before stopping. George backed away from Johnny, his eyes blinking rapidly and his breath quickening, "No" he whispered, "NO!" he shouted at the top of his lungs.

Johnny gritted his teeth together in anger and then lowered his head because he knew exactly what he was feeling, however, he was mostly angry at himself for not being able to protect her like he should have. A hand touched Johnny on the shoulder and he turned to see his sister Sue standing there beside him with a solemn expression on her face.

"HOW!" George shouted

Johnny turned away from his sister and looked at George who was staring at him.

"How did it happen? You were here with her right….why didn't you do anything?" he growled.

"I-I tried Mr. Stacy. We were sitting on the couch when the door bell rang and then out of nowhere this giant burst through the whole wall. I tried to…stop him but he was…..too strong" Johnny finished averting his eyes away from George's strong gaze.

"Did he set the place on fire too?" George asked.

"…..no…I did that by accident" Johnny answered. George could do nothing but scoff and roll his eyes at the answer.

"Wait till I get my hands on em" growled Ben slamming his right fist into his left, "No one messes with the FF and gets away wit it"

George turned away from Johnny and ran his hands through his hair.

'_Gwen…..my baby. Who did this?'_ he thought to himself.

"Mr. Stacy, trust me when I say this we will get Gwen back…she's like family to us" came the soothing voice of Sue Storm.

George turned to her and then looked at Johnny.

"We….no, I think you've done enough, I'll get my daughter back." George replied quickly and strongly.

Johnny only gritted his teeth more because he knew that shot was aimed at him.

"Mr. Stacy this is all my fault and….." he started before being interrupted.

"No, this is my fault. I should have been here with her instead of you" George stated seriously.

"Hey pal ease up he said he tried" Ben said stomping forward.

"Yeah….I can see that!" George exclaimed looking around his scorched and destroyed apartment, "Look I'd like the four of you to leave and let me handle this" he said sternly looking at each of them with strong eyes.

"Mr. Stacy I…."

"GO! Please" George stated again.

Sue saw the look on Captain Stacy's face and she knew that in his current state he was being a bit irrational but she herself being pregnant with her child could understand what he was going through.

'_I can't blame him….if anything were to ever happen to Franklin I would be inconsolable'_ she thought to herself, "Come on guys let's give him some space" she said softly grabbing Johnny and Ben by the arm and heading towards the Fantasti-Car that was hovering outside of the apartment by the broken/melted window.

"REED LET'S GO!"

* * *

Reed Richards was standing by the large hole in the wall, hard at work examining the crime scene looking for anything suspicious when he heard Sue call his name. He turned to see Sue waving him over. Even though he was examining the scene he had heard everything that transpired and he too could feel what George was going through now that he was going to be a father himself. He heaved a sigh and headed for the Fatnasti-car but then he stepped on something and he heard a slight crack. Reed looked down and lifted his foot to see a cracked vial laying on the floor.

'_A vial…..interesting'_ he thought to himself, his left hand stretched downwards and discreetly picked up the vial; he looked to the left to see Captain Stacy facing away from him and all the other officers in the apartment were busy sectioning off the area and waiting for forensics. Reed kept the vial in his hand and made his way over to his awaiting team.

* * *

**Flash-Between: Queens- Parker Household: 2:15 a.m.**

Spider-Man lifted the window to his room and he climbed inside and shut his window.

* * *

**Peter's Room**

Spider-Man took off his mask to reveal the face of Peter Parker.

'_Too tired to even make it to the attic'_ he thought while tossing his slightly torn mask to the ground. Peter let out a groan as he flopped down onto his unkempt bed, _'God what a day…what a night, ninjas, Bullseye…and the Punisher. This war is turning out to be a far greater headache than I could've ever imagined. Judging by what happened tonight anything is liable to happen tomorrow. All the more reason for me to get at least a few hours of sleep'_ Peter thought letting his eyes close but as soon as they closed they opened again, '_I wonder where Matt went and what did he mean about stalling the gang war I hope he isn't going to do anything crazy…maybe I should go look for him. Nah, Matt can take of himself…I'm sure he's fine'_ Peter thought before letting his eyes close again and drifting off to sleep.

* * *

**Secret Dojo- Somewhere in New York- 2:30a.m.**

"Ugh….ugghh…" came the pained groan of Matt Murdock aka Daredevil; slowly ever so slowly he began to stir from his forced slumber that was put upon him by his ex-lover Elektra. Daredevil raised his head a bit as his powerful and enhanced sense started to return to him; first it was his ability to smell that return and the first thing he smelled was the smell of blood…..his blood. He could smell his blood in several places in the secret Dojo but most of it was coming from a small pool that was forming under him. The next sense that returned to him was his hearing, he could hear the soft tap of his blood hitting the dojo floor adding to the small pool under him and adding to the scent of blood that filled his nostrils, next was his sense of taste, he could taste the blood in his mouth its coppery texture amplified 10 fold…and the final sense to return to him was his powerful sense of touch. Daredevil could feel the open cuts along his body and he could feel a particular wound on his shoulder because it was the one leaking blood, but along with the blood and the cuts he could feel the thick and strong rope that was wrapped tightly around his body.

"Ugh…..what….grr" he groaned while trying to move but he quickly learned that he couldn't, Daredevil began to struggle against the rope but it was tied tightly around his body, "Dammit…..what happened?" he asked himself but just like his senses…his memory returned to him as well "Oh….now I remember….Elektra"

* * *

**Flashback: Few Hours Ago- 10:20pm**

"HA!" shouted Elektra as her knee made contact with Daredevil's jaw, DD's head snapped back and he was knocked for a serious loop but he knew the stakes of this fight and he forced himself to focus. He heard his own heavy breathing and he heard Elektra's heavy breathing which allowed him to see her coming in with a strong side kick. DD leaned to the side and grabbed her outstretched leg and delivered an elbow to her knee joint.

"GAH!" grunted Elektra for the first time in their fight. Daredevil continued his assault by hooking his foot around her other foot and pulling sending her down to the ground. Once she was down DD immediately backed away from her and tried to catch his breath. He didn't know how long they had been fighting but he knew that this fight wasn't going in his favor. The problem with fighting Elektra wasn't in his martial arts but in his stamina, he could fend off her attacks but he could only do so for so long, when it came to fighting Elektra was like a machine she would keep attacking, attacking and attacking him…wearing him down until….she would get tired of him and end the fight.

'_I gotta buy some time…..catch my breath and think of a way to knock her out'_ he thought to himself.

Elektra flipped to her feet with feline like grace and she set her gaze upon her former lover and then narrowed them dangerously.

"Elektra….you have to stop this now before more innocent people get hurt"

"….."

Daredevil tilted his head a bit as he heard her heartbeat speed up meaning she was getting ready to make a move.

"ELEKTRA LISTEN TO…" he started but stopped because he heard her dash forward.

"No more talking Matthew" she said before jumping in the air and sailing at him with a flying kick. DD ducked and then rolled along the ground. He got up and ran away from her and to his fallen escrima sticks.

* * *

Elektra landed and turned to see that Daredevil was heading for his fallen weapons, she cursed and looked to the left to see her sai's on the ground and without thinking twice ran over to her own weapons.

Elektra jumped and did a cartwheel in mid-air and then landed next to her sai's, she picked one of them prong first and she took aim at DD.

* * *

Daredevil was following the faint smell of paint that he had memorized for his sticks and he reached them but as his hand touched the first stick his ears picked up a whizzing sound. His radar sense came alive as he _'saw'_ a sai whizzing through the air and right for him. Daredevil gasped and turned, he realized the sai was going for his heart and upon this realization he forced his body to move to the right but while he made the sai miss his heart the weapon caught him in the left shoulder and imbedded itself there.

"GAGHHHHHHH!" he shouted feeling the cold steel in his shoulder. He hit the ground grinding his teeth in pain. He immediately grabbed the offending weapon and yanked it out of his shoulder "UFF" he grunted, his powerful sense of touch telling him that the wound was bleeding badly.

**Taptaptaptaptap **came a soft sound; DD heard it and realized Elektra was on her way to finish him off. DD ignored the pain and rolled along the ground until he felt one of his stick, he grabbed it and got to his feet in time to block a strike from Elektra's remaining Sai with his escrima stick. The scarlet clad hero grunted as he lifted his wounded arm and tried to attack her with her own sai but she grabbed the offending arm and the two ex-lovers stood locked in a clash, a tussle of strength.

"Elektra"

"SHUT UP!" she shouted twisting her single sai and throwing him off balance a bit but he recovered and brought his knee forward for a solid shot to her stomach. He brought his knee back and tried to deliver another shot but she blocked it with her own knee, but right as she blocked it DD snapped his head forward and head butted her in the nose drawing some blood and making her break the clash. Elektra backflipped and landed in a crouch with her sai in a defensive position, she reached up and rubbed the blood trickling down her nose away but at the same time staring holes through Daredevil, she saw that he was breathing heavily and the grimace on his face indicating he was in pain.

'_It's time for this to end'_ she thought to herself her mind formulating a plan. Elektra knew everything there was to know about the individual in front of her, and she should seeing as how if fate was on her side this would've been the man she would have married; she knew him completely…including how his abilities worked. Elektra's eyes zeroed in on him tilting his head a bit which told her that he was listening to her and in knowing that she realized that he was listening to her heavy breathing and rapidly beating heart. The Greek beauty took in several deep breathes and calmed her breathing and her heart, she then switched her stances and placed her single sai into her right hand….then slowly…silently, stalked towards her enemy.

* * *

Daredevil sucked in a breath and tried to block out the pain in his throbbing shoulder, he could _'see'_ Elektra breathing heavily and he could hear her heart beating. She was trying to recover as well which gave him some time. DD opened his mouth to say something but the strangest thing happened, Elektra suddenly disappeared. He couldn't hear her breathing, he couldn't hear her heart…the only thing of her he could detect was the sweet scent of jasmine but the entire secret Dojo was covered in the scent and thus made Elektra invisible to him.

DD swallowed hard and moved his head his head around a bit trying to locate her but he didn't have to wait long before he felt cold steel slash him across the back.

"GAH!" he shouted feeling the slash, he whipped around with a backfist but he hit nothing but air. He then felt a slash across his chest which earned another shout of pain, he turned again with a punch but he hit nothing but air yet again. Daredevil gritted his teeth and back peddled a few steps but it was then that he felt a firm kick to his jaw from the left. The blow knocked him for a serious loop, he tried to shake it off but he felt another slash across his thigh and then two slashes across his arms. He tried to defend himself but the attacks felt as if they were coming from everywhere and for the life of him he couldn't get a solid lock on Elektra; suddenly he caught a large concentration of the scent of jasmine coming in from the left again and that's when he decided to attack.

* * *

Daredevil ducked allowing Elektra to sail over him, he whipped towards her with a strong roundhouse but she blocked the kick and responded by lifting her foot and kicking him in the groin.

"AH!" he gasped/shouted. Elektra continued her attack by grabbing by his mask and bringing his face down towards her knee hitting him in the chin and finally knocking him down.

* * *

Daredevil was on the ground in pain but he suddenly felt Elektra straddle him with her knees pinning his arms to the ground and one of her Sai's pressed right against his Adam's apple; with her free hand she ripped his mask off and stared into his wide solid gray eyes.

"Are you ready to die Matthew" Elektra whispered, her voice creating sound and allowing him to _see_ her slightly with his radar.

"Yes, I am.." he grunted in reply, his injuries plus her weight causing him discomfort, "I'm…ready…but before you kill me. If, there is any part of you that still loves me…or cares…promise me…promise me you'll stop working for Fisk…if you don't more innocent people will get hurt. This war that's…..going on has no upside. I'm asking you Elektra…as a last favor to me."

"…"

"…..well, at least promise me that you won't kill Spider-Man"

"Inches away from death and you're asking me to spare someone else's life…aren't you going to beg for yours"

"Heh. You know me… better than that Elektra" he replied in the same pained voice.

"I do…..you're not afraid of death are you?"

"No. So if you're going to do it…..then do it"

Elektra pursed her lips into a thin and raised the Sai that was close to his throat high in the air and then she drove it downwards.

**THUD!**

* * *

Daredevil shifted his eyes to the side as his radar sense outline the Sai that was embedded into the ground right next to his head, he then turned back to Elektra just in time to hear her curse, he then _'saw'_ an outline of her fist coming directly for him.

**POW!**

* * *

**Present- Secret Dojo lair- 2:32 am**

"…well…at least she didn't kill me" Daredevil said to himself rolling over a bit and letting his head hit the mat, "Which means that deep down….beneath that cold…cold…exterior, the woman I loved is still there" he continued. DD took in a deep breath and his powerful sense of smell picked up on the fading scent of jasmine that surrounded Elektra; the fading scent told him that he had been passed out for quite some time which meant that Elektra had long since tied him up and then left the secret lair. Daredevil groaned in pain and renewed his struggle to get free of his bonds.

"Uggh….I have to get free and find Elektra before….grrrr….she finds Spider-man. Hopefully he's still at West Brooklyn PD watching over Frank….and on the off chance he runs into Elektra or if Frank escapes he'll have some back up. I'm going to owe Luke and Danny big on this one" he said to himself again as he continued to struggle with his bonds.

* * *

**Flash-Between: Earlier in the Night- Outside-West Brooklyn PD- 9:50pm **

Sitting across the street from the West Brooklyn Precinct in a stylish 70s black and red Cadillac was Luke Cage and his best friend and partner Danny Rand aka Iron Fist.

* * *

**Inside the Cadillac**

"I swear to God Matt owes us big for this one" Danny commented eying the precinct from the passenger's seat, "I had a date tonight."

About 25 minutes ago the two crime fighters received a call from their good friend and contact Daredevil and he informed them of The Punisher being back in town and that he was at West Brooklyn precinct. The two knew that if he was back in town it meant that trouble was sure to follow and that they needed to be ready. Daredevil had asked them to stake out the place for when he broke out and they had agreed.

Luke glanced to the right and look at his best friend and a smirk graced his lips.

"That's right you and Misty Knight have been gettin real close HAHA!" Luke chuckled, "Can't say that I blame you that is premium woman there" he continued.

Danny let a smile grace his lips and then leaned back in his seat.

"She is a very beautiful"

"Mmmhm…and her friend Colleen Wing is…..quite a woman too" Luke replied letting a large toothy grin grace his lips, a smile that didn't go unnoticed by Danny. Danny scrunched his eyes a bit and looked at his best friend and at his smile and it was then that he was hit with realization.

"You didn't" he suddenly stated leaning up a bit.

"Oh but I did Danny"

"You had sex with her….already"

"Yep…and it was great" Luke replied.

"We just met them" Danny said in an exasperated tone.

"Hey….when Luke Cage sees a woman he wants…..oh he gets her"

Danny smacked himself in the head and let out a frustrated sigh.

"You are cutting me off at the knees here Luke….you do know that they are best friends right"

"Yeah so"

"So!" he exclaimed "….tell me are you planning on calling her?"

"Haven't decided yet"

"Dammit Luke. If you piss her off it's going to filter down to Misty and I'm going to look like a jackass for being friends with a jackass..."

"Hey that's mean Danny" Luke interjected.

"But it's true…you have a terrible track record with women. You love em and leave em"

* * *

While Luke and Danny were in the Cadillac arguing they didn't see an armored van coming from down the street.

* * *

**Cadillac **

"Hey I have a lot of love to give okay…and what I do is better than falling in love with every woman I meet like you do"

"That's not true."

"Yes it is, you fall head over heels for every woman…I can name three right off the top of my head…there was Christina, there was Rochelle, and there was Joann. Jesus Danny…play the field a bit have some fun"

"Fine…I'm man enough to admit I've made a few errors, but Misty is different. I could actually have something special with her"

"Thank you for making my point again. Like you said we just met her and Colleen….it's too early for you to be talking about something special."

"But it is something special and you're not going to screw this up for me…you're going to call Colleen"

"No I'm not" Luke stated sternly.

"Yes you are"

"Bulls***. Besides, I've got plans"

"What plans Luke?"

"There's a new crime fighter in town…over in Manhattan"

"Must be a female to catch your interest" Danny stated.

"She calls herself Jewel…and I'm thinking she and I need to meet"

Danny shook his head and opened his mouth to say something but a speeding armored van caught his attention.

* * *

**Streets**

**SCREEEEEEEEEECH! BAM! **Went the sound of the armored van smashing through the side of the Police Precinct.

* * *

**Cadillac**

"HOLY HELL!" shouted Danny.

"F***** Frank Castle" Luke growled opening his door and getting out of the Cadillac.

* * *

Luke and Danny both got out of the car and started for the police precinct but they both stopped at the same time when they suddenly saw thick white smoke pouring out of the recently created hole that was made by the van.

"Poison?" Danny questioned.

"Nah…don't think so, it ain't the Punisher's style" Luke responded.

"Maybe he's upping his attacks"

"On himself?"

**SCREEEEEEEEEEECH!** The armored van suddenly zoomed backwards and out of the hole and swerved into traffic.

"SH** Back to the Car!" Luke shouted turning and heading back to his Cadillac.

* * *

**Armored Van**

"GAH!" gasped Microchip as he yanked the gas mask off of his face and tossed it to the back of the van, "THIS IS CRAZY! THIS IS INSANE!" he shouted but it was more to himself than to his passenger, he applied more pressure the gas and he made a sharp left turn at the corner.

Microchip's adrenaline was flowing freely which in turn made his heart beat faster and faster and to him it felt like his heart was about to burst from his chest, never before had he done something as crazy as busting someone out of jail and if he were being honest with himself, it felt…..good, liberating almost. A smile started to form on his lips before he heard coughing a gagging. Microchip turned to see Frank coughing and trying to catch his breath.

"Frank are you aright?"

"_cough….cough….cough_"

"FRANK!"

"I'm…_cough_…Fine damn it. I need some air" he replied. While Frank didn't inhale as much of the tear gas as the officers in the precinct he did mange to inhale enough of it; through slightly teary eyes he managed to see the window and he quickly rolled it down allowing fresh air to seep into the van.

* * *

Frank deeply inhaled the fresh New York night air; once he started to catch his breath he opened his eyes and let the whipping wind beat away his dry teary eyes but as he was doing that he caught a glimpse of something in the rear view mirror. He leaned closer and he saw two unmistakable people gaining upon the quickly fleeing armored van.

"Sh**" he stated.

Any feeling of weakness or pain was pushed to the side as he saw the two people following behind him; he pulled his head back into the window and rolled it up.

* * *

**Inside the Van**

"We got a tail" Frank said.

"WHAT!" Microchip yelled "Is it the cops?"

"No, worse…..Vigilantes" Frank replied while getting out of his seat and heading to the back of the van.

Microchip turned the wheel again causing him to slide to one side.

"Keep us steady"

"I'll Try" Microchip said over his shoulder.

* * *

**Cadillac**

"You think he saw us?" Danny asked.

"Nah…we're good"

* * *

**BAM!** Went the sound of the doors to the back of the armored van being kicked open. Frank stood near the edge with two semi-automatic weapons in his hands; he took aim and unleashed the bullets onto the speeding Cadillac.

**BUDDADDAAAADAAA!POW! POW! PING! PING! PING! **Went the sound of the bullets hitting Luke's Cadillac.

* * *

**Cadillac**

**SMASH! **came the sound of the window being blasted open by a several bullets.

"GODDAMN IT! I ONLY HAD 3 PAYMENTS LEFT!" Luke shouted in anger.

**PING! PING! PING!** Went the sound of a bullet ricocheted off of his chest, his unbreakable skin protecting him from the barrage of bullets.

"SCREW THE CAR LUKE! REMEMBER ONLY ONE OF US HAS UNBREAKABLE SKIN!" Danny yelled ducking down just as a bullet whizzed past his head.

Luke slammed his foot on the brake and twisted the steering wheel to the right, they were still in the line of fire but most of the fire was centered on Luke. Luke reached towards the dashboard in his old school Cadillac and he flipped a switch. The roof began to recede towards the trunk.

"THE HELL ARE YOU DOING!" shouted Danny while sinking further in the passenger's seat.

"Take the wheel" Luke stated seriously, "I'll cover you"

Danny gritted his teeth and shakily lifted his right hand and took hold of the wheel. Luke began to rise up out of his seat and it was then that Danny caught on to his plan. Luke kept a steady hand on the wheel while he stood up and climbed over the broken window and to the hood of the Cadillac. At the same time Danny was climbing into the driver's seat.

* * *

Frank continued to rain bullets down upon the gaining heroes for hire but his bullets did nothing to slow down Luke Cage who was now on the hood.

* * *

"HIT THE GAS!" Luke shouted.

Danny obliged and slammed his foot on the gas pedal making the car zoom faster towards the armored van. Luke gritted his teeth and prepared himself for what he was about to do, when he was within range he took a few steps and leaped for the back of the van.

* * *

**Armored Van**

Luke tackled the Punisher across the waist and the two went down sliding along the van as it twisted all along the road. The Punisher used his foot to push Luke off of him allowing him get from under him and then get to his feet. He managed to stand up and pull out another gun and aimed it at Luke who found his way to his feet as well.

"Castle"

"Cage"

"You know bullets don't work on me" Luke stated lunging forward with a punch. Frank let off a round but the bullet bounced off of Luke's chest. The Punisher had just enough time to dive out of the way just as Luke's fist hit and dented the van siding.

**BAM!**

* * *

Microchip briefly looked over his shoulder and saw Luke Cage removing his fist from the dented siding. The Hero for Hire set his attention on Frank who had a scowl written across his face.

'_Havta do something'_ Microchip thought before turning back to the road. He looked up and saw another sharp corner up ahead so he stepped on the gas and then turned the wheel to the right.

* * *

"You've had this coming for a Wh…" Luke started before the van swerved to the right causing them to go flying to the left slamming into the side.

The Punisher hit the side hard too but he barely let a gasp escape his lips, he tilted his head up to see Luke shaking his head and pushing himself up. Frank pursed his lips together because he knew that anything he threw at Luke would just bounce off of him because he was bulletproof but it was then that his eyes landed on a loose grenade that was a few inches in front of him and a smirk graced his hardened face.

* * *

Luke pushed himself to his feet and turned his head towards Microchip who cast a glance at him over his shoulder.

"Who the hell are you?" they both asked/yelled at the same time.

"If you're a friend of that psycho then I'm taking you in too" Luke replied.

"He's not a psycho" Microchip replied.

"And you aren't taking us anywhere Cage"

Luke turned his head back to the Punisher who was standing on his feet with a hand behind his back.

"Wanna bet" Luke challenged.

"Microchip" Frank stated; Microchip turned his head when he heard his name, "JUMP!" the Punisher yelled just as he tossed the grenade towards Luke.

Microchip's eyes widen and as quickly as humanly possible he opened his door and jumped out.

"SH**!" shouted Luke right as the grenade detonated

**KABOOOOOOOOOOOOOOOOOOOOM!**

* * *

The Punisher tossed the grenade and he jumped out the back of the van.

Danny saw him coming flying out and he swerved out of the way.

"The He…."

**KABOOOOOOOOOOOOOM!** The armored van lit up in an impressive show of fire, destruction and debris. The van flipped forward and hung in the air for a long minute before hitting the ground and rolling until coming to a violent stop.

* * *

**SCREEEEEEEEEEEEEEEEECH!** Came the sound of Danny's feet slamming on the breaks of the Cadillac. Danny opened the bullet ridden Cadillac and looked at the blazing armored van.

"LUKE!" he shouted staring at the fire.

**CLANG!** A part of the van siding fell off and to the ground and from the inferno out stepped an unharmed Luke Cage, but while he was fine his clothes had been burned off and blown away.

"I'm…_cough_….I'm fine…._cough…cough_…" Luke replied making his way over towards Danny, "Where is Castle?"

Danny turned around and looked in every direction but Frank and Microchip were nowhere in sight.

"Dammit he's gone"

"Couldn't have gotten too far….we can still catch that sonuva bitch"

"Right….but first I think you need to get some pants" Danny replied turning back to him. Luke let out a sigh and lowered his head.

"Pop the trunk"

* * *

**Next Day- Precinct - 9:00 am**

Numb, was the only feeling that Captain George Stacy could feel at the current moment, he was in his office staring intently at the wall; it had been about 8 hours since Gwen had been kidnapped and he had felt every single one of those hours. Every single minute, every single agonizing second was like a sledgehammer to his stomach. So far his forensic people hadn't been able find any trace of the person responsible for kidnapping his daughter thanks in part to Johnny accidentally scorching the whole apartment.

**SLAM!** Went the sound of George slamming both of his fists down onto his desk, he then shot up knocking his chair over. He started pacing his office like a mad man and in a sense he was….he was going mad knowing that his daughter was out there somewhere at the mercy of someone that was trying to hurt him.

_'I Don't need this right now….first its this gang war…now Gwen gets kidnapped….JESUS CHRIST! God…if you are listening….please get her back to me safely. She's all I have left'_

**KNOCK! KNOCK!**

"WHAT!" Captain Stacy snapped whipping to the door.

The door opened in walked a rookie officer with an orange envelop in his hands.

"Sorry to bother you Captain but this was just dropped off by bike messenger for you"

"For me?" he question

"Yes and it has urgent written on the front" the officer continued. George walked over to him and snatched the envelope away from him and then closed the door to his office again. Once he was alone he ripped the top of the envelope off and peered inside. George reached into the envelope and pulled out a disc that had play me written in red. The Captain stared at the disc for a long minute before walking over to his computer and placing the disc into the drive.

The disc started to turn and play.

A screen popped up with a visibly bound and gagged Gwen Stacy.

* * *

_**DVD**_

"_Hello Captain Stacy, what you're seeing right now is your daughter Gwendolyn Stacy alive and well. If you want to keep her that way then you and your friend Spider-Man will get into the taxi cab that will be waiting outside your precinct at 10:00am, the taxi will take you to another location where you'll receive further instruction. You are to tell no one or show anyone else this message and if you and Spider-man are not in the taxi or if we find that you have some sort of tail or wire on you….well then I'm afraid your daughter and I will get real acquainted….before I kill her. See you soon…..Captain" _

* * *

"RAHHHH!" roared Captain Stacy standing up and grabbing his computer, he threw it to the ground in anger and grinded his teeth so hard that if he was in his right mind he would feel the pain of a cracked tooth. His breathing quickened as a tendril of fear start to creep into his spine; fear of what might happen to Gwen if he didn't comply with…whoever had kidnapped her.

"GODDAMN IT!" he yelled grabbing his hair in frustration, "No…..No….can't break down George, keep it together. Gwen is…alive for now so you need to keep her that way. So just….just calm down…and think it through" He said to himself quietly while trying to control his rapid breathing, "Calm down...calm, okay…..okay it's 9 am now which leaves….an hour before the taxi gets here. I gotta call Spider-Man."

Captain Stacy rummaged through his pocket until he grabbed his cell phone.

* * *

**Courthouse- Outside- 9:02 am**

Spider-Man sat perched on top of the courthouse looking down at the steps and at the cop cars that were parked out in the front. He had managed to get himself a few hours of sleep and at around 8:00 he had made his way over to the courthouse. Today was the day that Angelo was going to arraigned and given a court date for his hearing, the theory was that if Angelo was in jail it would flush his father Vincent Fortunato out of hiding where they would be able to catch him and make him end this war with Vanessa, but in order to flush him out they needed to ensure that Angelo stayed alive….which was proving to be easier said than done thanks in part to Vanessa's hired help…the Hand.

Spider-Man looked around in every direction and he didn't see any sign of ninjas anywhere and his spider-sense wasn't picking up on anything out of place either so the wall crawler released an easy sigh.

'_So far so good…hopefully nothing will go wrong.'_ He thought as he saw the car door of a police squad car open and out step the handcuffed Angelo Fortunato.

* * *

Angelo put a frown upon his face as he eyed the large courthouse before him. This was a very new experience for him, he had never had to face the possibility of prison before and just the thought of going to place like that sent him in a mood that was anything but happy.

'_Dad whatever you're doing hurry up and get me the hell out of this'_ Angelo thought to himself as one of his officer escorts grabbed him by the arm and began to lead him up the stairs.

* * *

**Up Above**

Spider-Man watched with relief as Angelo started up the stairs.

'_Almost home free and not a ninja in sight. Speaking of sight…I wonder where DD went yesterday night, I haven't heard back from him since we parted ways at the night nurse, maybe I should drop by hell's kitchen and see just how he planned on stalling this war…but I'm really not looking forward to that conversation we're going to have about…'_ he started to think right before his spider sense came to life, _'SPIDER SENSE!' _

Spider-Man was on high alert searching for the danger; his spider sense pushed him to look to the right where he saw the glint of a rifle scope, his spider sense then pointed back to the approaching Angelo Fortunato. Spider-Man narrowed his eyes narrowed and he just faintly make out a red dot on the side of his head.

"SNIPER!" Spider-Man shouted instantly leaping from his post and swinging downwards.

* * *

Angelo was walking up the steps when he suddenly saw a shadow flash overhead; he looked up to see Spider-Man right above him. The wall crawler grabbed him by the back of the collar and yanked him out of the way just as a bullet flashed through the air and hit the officer that was next to him.

"NO!" yelled Spider-Man landing on the stairs with Angelo, he tossed him to the ground and then knelt down next to the injured officer. The bullet went in and out through his shoulder and he was bleeding pretty badly. Spidey gritted his teeth in anger and looked in the direction that his spider sense pointed to earlier.

* * *

**Roof**

Spider-Man landed on the roof the building across from the courthouse and he looked around for the sniper but all he saw as the set rifle on the roof.

"Damn it…..they couldn't have gotten far I need to…."

**RING! RING! RING!**

Spider-Man heard his phone ringing and he reluctantly reached into his utility belt and removed his phone; answering the call.

"Hello"

"Spider-Man Get to the precinct now" came Captain Stacy voice in a demanding tone.

"Now is not a good time someone just tried to kill Angelo again…"

"I DON'T GIVE A RATS ASS ABOUT ANGELO FORTUNATO I NEED YOU GET HERE NOW!" Captain Stacy roared before hanging up the phone.

Spider-man stood there with a confused look upon his face.

'_What the hell was that about…..he's never spoken to me like that, something is up'_ he thought to himself while returning his phone back its spot on his utility belt. Spidey looked the abandoned roof again before walking to the rifle. He picked it up and then effortlessly snapped the weapon in half.

"There….just in case the gunman decides to come back." He said. Spidey tossed the broken rifle to the ground and then shot a web and swung away.

* * *

**Down Below**

Elektra looked up and saw Spider-Man swing overhead and away from her previous spot. The Greek beauty reached up to her ear.

"I've lured him out…..follow him and do not lose him"

* * *

**28 minutes Later- Police Precinct- Captain Stacy's Office- 9:30 am**

Spider-Man climbed through the open window of Captain Stacy's office but he didn't see him anywhere, all he saw was the broken computer on the ground.

**CREAK!** went the sound of the door opening.

"Bout time you got here"

"Yeah….traffic held me up. What's going on?"

"Follow me" Captain Stacy replied sternly leaving the room and not having much of a choice in the matter Spider-Man followed right behind him.

* * *

**Break Room- 2 minutes later**

"NOOOOOOOOOOOOO!" roared Spider-Man slamming both of his fists down unto the wooden table in the break room. The wooden table snapped in half sending wooden splinters in every direction along with the laptop with the DVD playing on it flying.

"WHAT THE HELL IS WRONG WITH YOU!" Captain Stacy shouted backing away in slight fear, even though he would never admit it; he had never seen Spider-Man lose his temper in that fashion before.

Spider-Man didn't answer at first his heart was still beating a mile a minute. He couldn't believe that Gwen had been kidnapped and been missing since last night and he was only just now hearing about it, he grabbed his head and began to pace the floor all the while Captain Stacy was looking at him intently.

'_Along with all the other crap that's going on…..Gwen is in danger…at the mercy of who the hell knows…this…this can't be happening' _

"Kid"

'_Gwen…..oh my God' _Spider-man continued to thinking still keeping his frantic pacing up completely ignoring Captain Stacy.

"Kid"

'_Why do they want both of us…..could someone have found out my identity and kidnapped her….could this be my fault' _

"SPIDER-MAN!"

"What" he answered turning to him.

"Why the hell are you so worked up she's my daughter"

"Why am I so worked up…why am I so worked, the reason why I'm so worked up is because she's my…..friend's ex-girlfriend that's why" Spider-Man replied quickly hoping that Captain Stacy bought the quick lie.

"…ex, wait….I remember now, Peter Parker right" Captain Stacy said after a minute.

"Yeah...Parker, he and I are….let's just say we know each other and he told me about Gwen" Spider-Man continued.

"Well regardless, we can't afford to break down; Gwen's life hangs in the balance we have to think of something"

"There's nothing we can do but go along with the instructions. At least until we know who kidnapped her….after that then we can… I don't maybe come with a plan." Spider-Man replied letting out a frustrated sigh, "What time is it?"

"9:32" Captain Stacy replied, "About another 30 minutes till….the meeting"

"Great, waiting. I hate waiting"

* * *

**Present- Staten Island- Fortunato Mansion**

"You…..You want me to kill Vanessa Fisk" Spider-Man repeated trying to make sense of what was being asked of him.

"You heard me, if you want to see Gwen Stacy alive you must kill Vanessa Fisk for me" Vicente Fortunato restated again in perfect clarity.

A long silence passed between everyone in the room both Spider-man and Captain Stacy glaring at the man in front of him. The silence continued on until it was broken by Spider-Man.

"YOU SON OF A BITCH!" he shouted before stepping forward and grabbing the oak desk in front of him. He effortlessly lifted the desk up and threw it at several of Don Fortunato's men and it hit them full on knocking them down and shocking everyone. The wall-crawler continued forward and grabbed Fortunato by the front of his expensive suit and lifted him up and slammed him into the wall.

"The unmitigated gall on you" he growled "LET HER GO NOW!"

"Am I supposed to be afraid of you boy" Fortunato replied staring into his reflective lenses while reaching into his pocket and pulling out a black cell phone.

"I'm not going to be your lackey Fortunato either you release Gwen or I'll…"

"HAHA! You'll what?" Fortunato asked in an amused tone "You aren't going to do a damn thing and do you know why, it's because if you do anything to me or if or if I don't use this cell phone to call a specific number in the next two minutes then she will die"

"Then there will be nothing stopping me from ripping your arms off" Spider-Man growled darkly.

"True, but then not only will you have let young Gwendolyn die…but her father as well"

**CLICK! CLICK!**

Spider-Man heard the sound and glanced over his shoulder to see several of Fortunato's men with their weapons aimed at George Stacy ready to kill him at a moments notice.

"Think about it boy…you're going to let two good people die for someone like Vanessa Fisk. That's not very heroic"

Spider-Man continued to look over his shoulder and at Captain Stacy who was looking at him with a steely look. The wall-crawler could tell that he was ready to give his life but there was also a look of concern buried beneath the steely look and that concern was for his daughter Gwen Stacy, the same concern he shared as well. Spider-Man's grip on Vincente loosened and he slowly lowered him down to the ground.

"Good Boy"

Spider-Man turned back to him and then took a few steps away.

"If anything happens to her…if there is one hair missing on her head I swear to God…"

"If you complete your task then no harm will befall the young lady but you have to complete the task within 24 hours. By this time tomorrow Vanessa will be dead…the Punisher will be taken to prison where he'll rot away with the knowledge that he was never able to kill me and finally…..before I forget. Captain Stacy I want my son released and I want all charges against him dropped." Vincente added. He then held up his hand and snapped his fingers.

One of the men stepped toward Vincente and handed him two black phones similar to the one that he possessed.

"Keep this phone with you at all times. I'll be calling to check up on your progress and the faster you complete your task…the faster this whole ordeal will be behind us" he said handing Spider-Man a phone and then walking over and handing a phone to Captain Stacy.

"You won't get away with this Vincente" Captain Stacy said snatching the burner phone away.

"Yes, I will." Vincente answered before turning and walking away "Get them both out of my sight" he commanded.

A black bag was then jammed over Captain Stacy's head effectively blinding him again. Spider-Man was staring at the retreating form of Don Fortunato when he saw one of Fortunato's men walk towards him and then jam a black bag over his head as well.

* * *

**Verrazano- Narrows Bridge- 11:02**

"GET OUT!" shouted one of the henchmen.

The blindfolded Spider-Man and Captain Stacy were shoved out of the taxi cab and into the street, right in the middle of busy traffic.

**HONK! HONK!** Went the sound of the cars on the road swerving out of the way. Once their cargo had been dropped the taxi cab sped off and down the street.

* * *

Spider-Man yanked the bag on his off and he tossed it to the ground, Captain Stacy followed suit and tossed his bag on the ground as well and stared in the direction of the fleeing cab.

"I really wanna go after them and make them tell me where Gwen is" Spider-Man said in a serious tone.

"They are the least of our worries" the Captain replied.

"Yeah, I know. So, what do we do?"

"What can we do….we have no choice but to go along with what Fortunato wants us to do"

"There has to be another way" Spider-Man replied.

"I'm open for suggestions" Captain Stacy replied.

The two let out a collective sigh and they both looked around, finally noticing that they were standing in the middle of the street.

"Come on…we can think of something at the precinct" Spider-Man said grabbing the Captain and then firing a web. He pulled the both of them towards the air and he began to swing them back to the city.

* * *

**Elsewhere- Somewhere in the City**

**FWASH! **went the sound of a red garbed hand ninja appearing out of what seemed like thin air. Elektra raised her head and eyed the ninja with a hard stare.

"Report" she demanded.

"We followed the Spider-Man and he along with that police Captain friend of his were taken to Staten Island"

"Taken to Staten Island…..by who?" she asked.

"The Fortunato person that….Fisk is a power struggle with"

"…..What did he want with them?"

"The Fortunato has kidnapped a young girl that the two of them know and is using her as his leverage. He wants the Captain to attack someone named the Punisher and he wants Spider-Man to kill Fisk"

Elektra stared at the ninja in front of her with a hard look before turning away and standing to her feet. She was silent for a long minute allowing the information to mull over in her mind.

"What did Spider-Man say?"

"He refused, but I feel that he's going to do it in the end. Fortunato has given them 24hours to complete their task or else she dies"

Elektra glanced at her ninja before turning her eyes away and staring into space continuing to think about the information presented to her.

"What are your orders?"

"….."

"Mistress"

"We capitalize on this information. We now know where Spider-Man is going to be or will be so now we will wait for him to show"

"Yes my Mistress"

"Where is he now?"

"At the Police Precinct" the hand ninja replied.

"Good, I'm going to go there now, but while I'm there there's something I want you to do."

* * *

**Police Precinct- Hours Later- Nightfall**

"NO!" Shouted Captain Stacy in a very frustrated tone while slamming his hands down on his desk again.

"WELL THEN I'M ALL OUT OF OPTIONS!" Spider-Man screamed back at him backing away from the desk and rubbing his hand down his face.

"Look we've been at this all day…we've wasted enough time talking about this. The only way we get my daughter back is if we play by his rules"

"I'm not going to be his errand boy….. I won't kill Vanessa Fisk"

"You think I want to be his errand boy too…I hate this…I HATE IT! But this is the only way I get my daughter back, she's all that's left….she's all I got."

Spider-Man turned away from Captain Stacy and walked towards the window, he stared out of the window and at the buzzing city. His focus suddenly shifted away from the city and to his own reflection in the mirror, staring at himself for a long time.

"…..You realize what you're asking me to do right?"

"I'm asking you to help me save my only daughter. The only thing in this world that is precious and dear to me"

Spider-Man turned away from the window and to Captain Stacy; he pursed his lips together in a straight line and then nodded his head.

"I'll….We'll get her back Captain Stacy, I promise that we will but at the same time I'm not going to be Fortunato's hitman. So I'm going to change the rules" he replied turning back to the window and then opening it.

"WAIT!" George shouted running to the window "What do you mean by you're going to change the rules"

"Just trust me and let me handle Fisk, you just worry about the Punisher. If you need a lead on finding him call Detective DeWolff and see how goes the facial recognition program"

"I will"

"George…we'll get her back, I stake my life on it" Spider-Man stated again with absolute confidence.

Captain Stacy nodded his head right as Spider-Man jumped out of the window and swung away.

* * *

**In the Air**

'_Do you really believe that though…..or were you just saying that to ease Captain Stacy's mind. No I do believe it….I swear I'm going to find Gwen. If I have to search every inch of this city I will do it….I'll do it for her. But would you kill for her'_ he thought while swinging as fast as he could through the air, "_That's the million dollar question isn't it….how far am I willing to go to save Gwen's life. Can I cross that line…I think I should rephrase that…..Will I cross that line. It's times like these that I wish you were alive Uncle Ben you would know what to do. Am I using my great power responsibly if I do this…..and if I don't do this is it irresponsible of me because an innocent life is hanging in the balance and this is not just any ordinary life. This is the life of a girl who I'm pretty sure that I'm in Love with, and when you Love someone you would do anything to protect them'_

Spider-Man gritted his teeth together and narrowed his eyes. He swung up and over a water tower and shot another web.

'_Hold on Gwen…I'm coming' _

* * *

**12 minutes Later- Fisk Towers**

Vanessa Fisk was standing in front of her window staring downwards at the moving cars below.

"Look at them down there…peasants, all of them and I am their Queen" she whispered to herself, "They only eat only because I allow them to….they live by the grace of my mercy" she continued narrowing her eyes. Vanessa was not having a good day, ever since she lost control of the three families the backlash of that was already starting to take place. A few of her more loyal low level connections have already informed her that that there have been rumblings of her loosing her power and hold over the city and many people are talking about breaking away. She balled up her fist and her face scrunched up in anger, her anger gripped her so tightly, but just as quickly as it came it faded away and it was replaced with a smile.

"To hell with them….let them break away because once I end Fortunato they'll come scurrying back into the fold and when they do they'll learn the meaning of….."

Vanessa stopped in mid-sentence and her eyes widen because swinging around the side of her building was Spider-Man and he had both feet aimed forward and coming straight for her.

"HOLY!" she shouted jumping to the side just as he smashed through the window.

**SMASSSSSSSSSSSSH!**

* * *

Spider-Man sent glass everywhere and he deftly landed on Vanessa's large desk. He turned to the right and looked at the visibly shaken Kingpin of Crime.

"Fisk you and I need to have a talk" he growled _'SPIDER SENSE!'_ Spidey whipped around to see the penthouse fill with hand ninjas who had their swords brandished at the ready. Spider-Man shot a web at Vanessa chair and he slung it at them.

One of the Hand ninja's easily sliced the chair in half and then lung at the wall crawler. Spidey hopped off the desk just as two hand ninjas came down with their swords and sliced the desk in half.

While sticking to the roof Spider-Man fired two webs at the ninjas and yanked them back. He then landed on the ground ready to face the other ninjas.

"Today is not the day fellas….back off"

The Hand ninjas responded by charging forward.

* * *

A ninja came in with a low strike but Spidey sensed it coming and jumped forward slamming his knee into the ninja's face he fired a web at another ninja and yanked him forward and grabbed him by the front of his gi. Spider-Man used the helpless ninja as a battering ram as he dove at the approaching ninjas knocking several off balance. He landed on his feet and tossed the ninja in his hands away and into the Jacuzzi, he then spun around a nailed a ninja in the jaw with his foot.

'_Spider sense'_

Spidey sensing several attacks coming breathed easy and trusted his spider sense; the wall crawler sprung off his foot avoiding a vicious swipe aimed for his ankle, he contorted in mid-air avoiding two throwing stars. He landed on his hands and thrusted his legs out nailing two ninjas in their stomachs. He pushed off his hands just as several more throwing stars came at him, Spidey landed on the shoulders of another hand ninja and then sprung up and over two more that tried to slice him but they missed at caught their brother making him disappear in green smoke. As he was going over the two ninjas he grabbed them by the back of their gi's and effortless lifted them up and once he landed he tossed them towards the window. The hand ninjas went flying out of the penthouse office where they both disappeared in green smoke. Spider-Man turned around to see more Hand ninja appearing out of nowhere and the hand ninja he had disarmed were rising to their feet and grabbing their weapons.

* * *

'_I'm wasting time with them'_ he thought to himself while reaching into his utility belt, he grabbed several web cartridges and he waited. The Hand ninjas charged forward and that's when Spider-Man tossed his web cartridges to the ground and then hopped away allowing the contained webbing to explode everywhere and latch onto the approaching hand ninjas and hold them in place.

He turned to Vanessa who was trying to get to her feet, he shot a web at her yanked her towards him and held her up with one hand.

"YOU'RE DEAD! YOU HEAR ME DEAD!" she shouted "You think you can storm my castle and get out of here alive…..there are over a dozen men coming up the stairs right now and they will kill you"

"I just fought several highly trained ninjas and you think I'm afraid of your men? Well I'm not…..not even a little bit Fisk and you're wrong, the only that's dying today….is you"

Spider-Man walked towards the broken opened window with Vanessa in tow. Her breath quicken as she saw him going towards the window.

"What are you doing?" she asked fright evident in her voice.

"Giving you a one way ticket to hell" he said before tossing her out of the window.

* * *

**Falling through the air**

"AHHHHHHHHHHHHHHHHHH!" screamed Vanessa Fisk at the top of her lungs. She could feel the surreal pull of gravity as she fell through the air; the cold whipping wind beating against her, the sound of her voice echoing through the night. The Kingpin of crime flailed her limbs like a mad woman hoping to God that this wasn't the end. All of her flailing had somehow allowed her to turn over so she could see the rapidly approaching ground.

"AHHHHHHHHHHHH!" she screamed louder as she came closer and closer. Vanessa maneuvered her hands in front of her face and she closed her eyes waiting for her impending death but at the last second she felt a strong grip around her waist followed by a feeling of weightlessness and then a pull upwards. Vanessa moved her hands away from her eyes to see that she was in Spider-Man's arms. She looked at him and then snarled but before she could open her mouth he used his strength to toss her up in the air.

"AHHHHHHHHHHHHHHHH!" she screamed as she was in the air again and hung there for a long minute until she felt the pull of gravity again and she began to fall but this time she fell right into Spider-Man's grasp again. The web-slinger swung around the corner and he tossed her in the air one more time, allowing her to go all the way up and then come down into his arms again.

He caught her and then quickly landed on an open roof of a building.

* * *

**Roof**

Vanessa pushed away from Spider-Man and took several steps forward until she collapsed to her knees and vomited on the roof.

"HRKKKKKKKKKK!" she gurgled.

Spider-Man watched her vomit and he regretted his actions slightly but then he remembers why he was in this whole situation in the first place. He pushed the feeling aside and he stormed towards her and grabbed her by the shoulder and whipped her around. He bent down and grabbed her by the front of her clothes.

"Call off this war….surrender to Fortunato" he demanded.

Vanessa was breathing heavily and she let out a snarl before spitting in his face; specks of vomit and saliva spraying everywhere.

"Screw you" she growled  
Spider-Man shook her a bit and then hoisted her up.

"Listen to me and listen good. I'm going to level with you here….. Don Fortunato has kidnapped an innocent girl and he's going to kill her unless I kill you or you surrender. I don't want to kill you mostly because I'm not going to be someone else's lackey but you're not really leaving me with any other option, so why don't you do the right thing here and…."

"SCREW YOU! YOU FREAK! You really think I give a damn about some tramp Fortunato has kidnapped. He can slit her throat for all I care and it'll be a cold day in hell before I surrender to anyone so I guess you're just going to have to kill me"

"GRRRRRRRR" Spider-man growled dropping her and letting her fall unceremoniously to the ground. She hit the ground and then leaned up on her forearm and continued to taut him.

"GO ON! DO IT YOU F***!"

"DON'T TEMPT ME BECAUSE I WILL!"

"…..oh please….you naïve brat, you're not going to do it, anyone can see that, if you were going to do it you would've done it by now, you don't have it in you…you don't have the stones. You're weak Spider-Man WEAK! That's why you lose" "

Spider-Man bared his teeth under his mask and he balled up his fist.

"That girl…whoever the hell she is…is Fu…" Vanessa started before Spider-Man let out a yell and lunged towards her with his fist aimed high but in mid-lunge he stopped because he got a light buzz from his spider sense. He turned to the right and standing a few feet away from them was Elektra. She was in a tight white outfit instead of her usual red one but Spider-Man would recognize the Greek beauty anywhere. He lowered his hands and turned to face her.

"Elektra"

"Spider-Man"

"WHERE THE HELL HAVE YOU BEEN YOU STUPID BITCH! KILL HIM! KILL HIM NOW!" Vanessa roared while scooting/crawling away from Spider-Man.

* * *

Elektra shifted her feet a bit and narrowed her eyes at the wall crawler, she had been watching him and following him ever since he left the precinct but he had arrived at Fisk Towers before she did, luckily though she had arrived in the nick of time. The Greek beauty reached towards her waist and removed her twin sai's and gripped them tightly.

"You and I have unfinished business." she stated

"Elektra….I don't have time for this now" Spider-Man replied in a low tone.

"Then I suggest you find the time" she responded before dashing forward.

* * *

Elektra closed the distance in no time and she brought both her Sai's across the middle, she managed to catch a bit of flesh but Spidey leapt backwards and sprung off his hands; he landed in a crouch and fired several web balls that Elektra sliced in half with her sai's. She came in again with a strong side kick that Spider-Man blocked with his knee; he thrusted out his had to fire a web at her but she ducked at the last second and swept his feet from under him; utilizing his agility Spider-Man caught himself with one hand and spun on the same hand and kicked her in the face. Elektra stumbled from the powerful blow and she was distracted long enough for her foe to right himself and then go on the offensive.

Spider-Man sprung off his hand and came in with several quick punches that were all expertly blocked by Elektra. While his attacks were quick Elektra was a martial arts master so it wasn't hard for her to anticipate which way he was going to attack. The wall crawler jumped with his knee aimed for her nose but she jerked her head to the side allowing him to pass her. She whipped around with her sai and slashed him across the back.

"GAH!" he shouted before lifting his left foot and throwing out a back kick nailing her in the gut.

Elektra took the shot without so much as a grunt and responded by diving forward with both of her sai's aimed at Spider-Man's back but at the last possible second the wall-crawler ducked and she passed over him, however, Elektra was expecting him to do that and she landed on her knuckles and thrusted both of her feet backwards striking Spider-Man in the jaw knocking him for a loop. She rolled forward and landed on her feet, she whipped around and came in again with one of her sai's but Spider-Man recovered and grabbed her oncoming hand and he landed a solid hook shot, but he didn't stop there he hooked his foot around her ankle and sent the both to the ground with him landing on top of her and his forearm firmly placed under her chin securely holding her in place.

"Listen to me I can't do this with you now...we don't have to fight" he growled at her.

"Yes…we…..do" she said back at him.

'_Spider Sense'_

Spider-Man let go of Elektra and jumped out of the way as several throwing stars narrowly missed him.

* * *

Elektra pushed up off the ground and looked around to see her ninja surrounding the roof with their weapons drawn, the ninjas geared up and got ready to charge at the wall-crawler but Elektra stopped them instantly.

"NO!" she shouted causing them to stop in their tracks and turn to her. She rose to her feet and wiped a spec of blood from her lips "No one interferes…..this is my fight"

The hand ninjas nodded their heads and just as suddenly as they appeared they disappeared leaving the two combatants and Vanessa Fisk alone on the roof once again.

"Elektra…I'm begging you"

"No more talking Spider-Man….this is a fight to the death. SO FIGHT!" Elektra replied.

"Wait a minute….I-I-I SAVED YOUR LIFE YOU OWE ME!"

"I owe you nothing; it was foolish of you to save your enemy"

Spider-Man let out a growl as Elektra sprinted forward at him again.

'_Fine…she wants a fight…then a fight is what she's gonna get' _he thought seriously sprinting forward as well.

* * *

Spider-Man jumped forward with a flying kick, Elektra held up her arms in an x-block and blocked the attack. Spider-Man sprung up off of her arms and shot two webs that connected to her shoulders but before he could pull her she sliced the webs off of her shoulders with her sai's. Spider-Man landed on the ground and tossed the useless webs out of his hand.

'_Spider Sense' _

Spidey turned just in time to maneuver out of the way of a high swipe but Elektra came in with another strike and she managed to catch him in the shoulder. He gritted his teeth but kept up his defense and blocked a knee that was aimed for his groin. Elektra reared her arm back and thrusted out her right sai hoping to stab him in the chest but he caught the offending blade and stopped it in its tracks. They struggled for a moment but she quickly realized that his strength was greater than her own so she came in with the other sai aiming it for his stomach but he managed to catch that blade too but that's what she wanted. Elektra brought her head forward and slammed it into his nose, and then pulled her blades back slicing his palms.

"GAH!" he gasped feeling her hard skull and his palms being cut _'It's like her head is made of granite'_ he thought while looking down at his slightly bloody palms _'My hands…spider sense'_

The strike had rattled the wall-crawler enough to where Elektra could gain the upper hand again. She came in with a low kick and that's when she saw Spider-Man getting ready to dodge like he always did and that's when she anticipated the direction he was going to dodge. She quickly sprung up with a hard roundhouse that nailed him in the side of the head. He went stumbling to the side but he turned his stumble into another cartwheel and it too was something that Elektra was expecting as well. She backflipped and landed and threw out a kick right as he straightened up, he managed to block it but Elektra came around with another slash from her sai and it caught him in the chest. She took advantage again and turned her right sai around and used the butt of the weapon to strike him across his jaw line. She slashed him across the shoulder again and then kneed him in the gut, with the same leg she kicked him stomach causing him to stumble back some more. Elektra twirled her Sai's and ran at him and jumped. She flew at him and wrapped her legs around his neck tightly and her added weight caused him to go back and to the ground where she held him there. The Greek beauty tightened her legs around his throat and held her sai's close to his eyes ready to stab him if he moved an inch.

* * *

"Yes…DO IT ELEKTRA! KILL HIM!" Vanessa yelled rising to her feet. She had been watching the tense fight all the while hoping to God that Elektra would defeat him and she had succeeded; all that was left was for her to end his life.

* * *

"Grrrr" Spider-Man growled, he could push her off but the moment he started to struggle she applied more pressure to his throat with her legs and pushed her sai's closer to his eye sockets and the motion quickly made him stop struggling.

"Are you going to beg for your life?" she asked staring him in his eyes.

"No, because I don't care what happens to me…what I care about… is what happens to the girl….that's been kidnapped, right now she's probably scared and having who knows what done to her…..she needs help, her life is the only life that has any meaning."

"….how noble of you" she replied raising both of her Sai's high over her head and then quickly jamming them downwards. Spider-man closed his eyes and prepared himself for the end.

'_Gwen….I'm sorry' _

**THUNK!**

* * *

Spider-Man slowly opened his eyes to see Elektra staring down at him with a hard glare on her face.

"How very…noble of you" she said

Spider-Man looked to the left and to the right to see that Elektra had jammed her Sai's into the concrete roof next to head, meaning that she had spared his life.

"You…didn't kill me?" he questioned in a strained voice.

"Very astute of you" she replied still giving him a hard stare but easing back on the pressure she was applying to his throat.

"Why?"

"Two reasons…the first is because of…a final request, from someone, that meant a great deal to me" she whispered, her mind drifting back to her fight with Daredevil. Elektra had every intention of killing Spider-Man but during the fight with him she kept being drawn to the fight with Daredevil and his final request to her…to spare Spider-Man's life.

'_Damn it Matthew'_ she thought to herself.

"So it wasn't because I saved your life"

"No." she stated quickly "As I told you it was foolish of you to do that. We are enemies, you do not spare your enemy's life….you take it when you have the chance otherwise you might not get it again" she stated sternly

"What's the second?"

"You are a very honorable warrior…..taking your life now when your attention is split is not how you should die."

"So…. it's safe to say that…..you're still going to kill me"

"I gave my word and so I must carry it out…..though I didn't say when" Elektra replied grabbing the butt of her Sai's and yanking them out of the roof, "Save the girl" she said standing up.

* * *

Vanessa stood in confusion as she saw Elektra stand up, and she was even more confused to see Spider-man moving which meant that he was still alive.

* * *

"NO! NO! NO! KILL HIM! ELEKTRA WHAT ARE YOU DOING!" the Kingpin of crime yelled at the top of her lungs.

Elektra turned to her employer and narrowed her eyes even more.

"What does it look like?"

"I PAID YOU TO DO A JOB!"

"I don't need your money anymore. My ninja have stolen enough of it by now" she replied turning to face Vanessa, the white sash around her waist billowing in the wind.

Vanessa recoiled a bit at the information that was just given to her; she looked at Elektra in shock and shook her head in disbelief.

"You…..you've been stealing from me?"

"Yes" Elektra answered coldly.

"YOU BITCH!"

* * *

Spider-Man shakily stood up from the ground and next to Elektra. He grimaced in pain and held up his cut palms, he gritted his teeth and shot some of his webbing into his palms as a way to stop the bleeding.

"I know about your dilemma with Fortunato Spider-Man" she said to him catching his attention.

"How?" he asked.

"Doesn't matter, I understand what you're going through. In order to save this girl you have to commit murder but you can't commit murder because you're not a murderer"

"Something like that" Spider-Man replied in a strained voice.

Elektra looked at him and raised her left hand and twirled her sai before expertly throwing it at Vanessa

**SCHULK!** Went the sound of Elektra's sai impaling her in the stomach.

* * *

"ACKKK!" Vanessa gasped feeling the cold hard steel enter her body. She slowly looked down at the weapon in horror. She shakily gripped the handle in fear before falling to her knees.

* * *

"WHAT THE HELL ARE YOU DOING!?" yelled Spider-Man in confusion.

"You're not a murderer…however, I am, that, was for saving my life" Elektra calmly replied while walking towards Vanessa who had fallen down on her side still gripping the sai that was buried deep into her abdomen.

The Greek beauty reached the fallen woman and used her foot to roll her over onto her back. The Kingpin of crime had a look of utter fear and pain written across her face.

Elektra stared down at her emotionlessly for a second before reaching down and yanking the Sai of her stomach.

"ACK!" Vanessa gasped in pain again; blood shot out of the wound and both of Vanessa's hand went to the hole and she applied what pressure she could to stop the bleeding.

* * *

Elektra turned her head slightly and looked over her shoulder at Spider-Man one last time.

"That was a killing wound….she'll be dead within the next 5 minutes…..save the girl Spider-Man and prepare yourself for the next time we meet" she said. Elektra then turned her head back to Vanessa one last time, "Consider out contract…terminated" Elektra suddenly took off running to the right. She ran as fast as she could to the edge of the roof and she jumped off diving downwards and disappearing into the night.

* * *

Spider-Man thought about running after her but he quickly decided against it, she had let him live and not only that she had solved his problem for him. He slowly made his way over to Vanessa Fisk who was still clutching her stomach for dear life.

'_She's going to be dead in 5 minutes'_ He thought to himself staring down at her.

"UGGGUH!" went Vanessa spitting up blood. Her eyes were full of panic and fear because she could feel herself dying…slipping away as each second passed. She looked up at Spider-Man who was stoically staring down at her…watching her die.

"H-H-Help…..M-Me…." She begged in a very strained voice, "Y-Y-You….h-have…t-to..."

"I don't have to do anything." Spider-Man spat back at her "You brought this upon yourself"

"I-I-I d-don't w-want to….die"

"And neither does the girl that was kidnapped…..I begged you…BEGGED you to call all of this off but no….you didn't. You said you didn't care about the girl so I don't care about you. This is the end for you….Kingpin."

Tears were staring to fall out of the corners of Vanessa's eyes.

"P-P-l…ease" she begged.

Spider-Man turned away from her and clenched his jaw.

'_Just don't look at her….don't look her. She doesn't deserve mercy; she was going to let Gwen die so you can just let her die.' _Spider-Man reasoned in his mind.

"Please"

Spider-Man thought about everything that had happen within the past couple of hours and everything that had transpired was because of her and Fortunato.

'_She doesn't deserve anything….she deserves to….to….die'_ he thought but at that thought he had to stop himself. He listened to her gasps and groans of pain and as he heard them a feeling passed through his whole body…a feeling that told him letting her die was wrong. To stand idly by and allow her to die was wrong. Spider-Man turned back to her while still clinching his teeth.

"Goddamn it" he swore to himself before going over to her. He knelt down and moved her hands out of the way and applied some of his webbing onto the wound.

"GAH!" she cried out in agony.

"It'll keep the blood pressurized until I can get you to a hospital" he replied in an emotionless tone. The wall-crawler scooped her up in his arms and then ran towards the edge of the building and jumped off.

* * *

**Later- 2 minutes and 30seconds later**

Spider-Man exited the hospital and stepped into the brisk night air; looking up to the sky he stared at the full moon while releasing a sigh.

**RING! RING! RING!**

Spider-Man looked down to his utility belt as he heard the ring but he knew that wasn't his phone because of the sound of the ringtone. He reached into his belt and retrieved the black burner phone and he pressed send.

"What" he growled.

"SAVE MY SON!" Don Fortunato roared over the phone.

"Where is Gwen!?" Spider-Man roared back.

"You'll never find out if you don't save my GODDAMN SON!"

Spider-Man let out a frustrated growl and almost snapped the phone in half but he restrained himself.

"Where is he?"

* * *

**Midtown**

Angelo huffed and puffed as he ran down the street as fast as his legs could carry him. He shoved pedestrians out of his way and grabbed anything he could get his hands on and he threw it behind himself in an attempt to deter the two men chasing him.

He looked over his shoulder to see The Punisher gaining on him and behind the Punisher was Captain Stacy.

"ANGELO!" The Punisher roared.

Angelo heard his name being called and he tried to double his pace but his legs and chest were burning signaling that he was getting tired.

* * *

Angelo turned the corner and he ran right into a fruit vendor cart knocking it over and falling to the ground.

"HEY!" the vendor shouted.

"SHUT THE F*** UP!" Angelo shouted back getting to his feet and continuing his running.

* * *

The Punisher and Captain Stacy turned the corner and they both jumped over the cart and continued after the fleeing young man.

The Punisher increased his speed despite how badly his body was hurting. Angelo was his only lead to his father so he knew he couldn't lose him; faster and faster he ran. The aged vigilante gained on the young man and reached out getting ready to grab him by the back of his coat but right before he could grab him a web line snagged him and yanked him backwards.

Captain Stacy came to a stop as the Punisher came flying towards him; he had just enough time to move out of the way. The Captain looked up as Spider-Man came swinging by overhead and grabbed Angelo and swung away with him.

"Kid, what the hell are you doing?" he whispered to himself staring upwards.

"NO!" The Punisher yelled staring up as well.

* * *

**Later- Queens- Abandoned lot**

A limo pulled up into an abandoned lot where Spider-Man and Angelo Fortunato had been patiently waiting. The limo came to a stop and the doors opened; Don Fortunato stepped out and he eyed the two of them.

"Father!" Angelo called out going over to him.

"Angelo" he replied releasing a sigh of relief at seeing his son alive, he gave him a quick hug and he was about to say something when he was interrupted by Spider-Man

"Where is she?"

Don Fortunato moved away from his son and walked towards the wall-crawler.

"Did you kill Fisk?"

"…She's… no longer a problem for you" Spider-Man replied.

"HAHAHA! Wonderful…I knew you could do it….hero" Fortunato said.

"Where….is….Gwen…Stacy" Spider-Man asked in a slow and deliberate voice, the rage bubbling beneath his words.

"You'll find out, in due time. There's something else I want you to do for me"

"NO!" Spider-Man roared lunging forward and grabbing him by the front of his suit and lifting him up, Fortunato's men cocked their weapons and aimed them at him but he didn't care, his sole focus was on the evil old man in front of him "I'm not doing anything else until you tell me where she is….I'm not your lackey that you can just order around"

"Oh but you are Spider-man…you are. Did you really think that I would just stop at Fisk…no you naïve boy. I've found the perfect leverage against you and the police and I intend on keeping that leverage"

Spider-Man growled and tightened his grip.

"Let me go"

Spider-Man took in several large deep breaths before he finally complied with Vincente's order.

"Good boy" Fortunato replied straightening his suit, "Now as I was saying I have another task for you. I want you to eliminate Don Maggia and Don Chompoti for me but before you kill them I want you to make them tell their men that they are only loyal to me now am I clear?"

"…."

"Am I clear" he repeated staring into the reflective lenses.

"Crystal"

"Good, I'll be in touch and once you complete this second task for me…then maybe I'll let you or Captain Stacy talk to young Gwendolyn….maybe. HAHAHAHAHAHA!" He laughed before turning and walking back towards his limo.

Spider-Man watched him go and then his eyes landed on Angelo who had a smug look upon his face.

"Tell Captain Stacy…I told you so for me will you bug boy. HAHAHAHAHAHAHA!" he laughed before getting into the limo. The limo reversed and exited the abandoned lot leaving a fuming Spider-Man standing there by himself.

The web-slinger narrowed his eyes and then lifted up his left hand, and there stuck to his palm was a black phone that belonged to Don Fortunato. Spider-Man looked at the phone and he let a small smirk grace his lips.

* * *

_**Flashback**_

"_You aren't going to do a damn thing and do you know why, it's because if you do anything to me or if or if I don't use this cell phone to call a specific number in the next two minutes then she will die" _

* * *

**Present**

"Hmph…I'm not as naïve as you may think Fortunato" said Spider-Man gripping the black cell phone tightly.

* * *

**End Chapter: Read and Review: Hey readers it's me Nomad88 back again with the closing comments. I know I know I'm really late with this chapter but October was a crazy month. Crazy in the sense that it wasn't a very good month for me….so much stuff came up in the month that it was ridiculous but I'm not going to bore you guys with the details (And I really don't want to think about it) but here's hoping that November will be much better. I know that this chapter was entitled Spider-Man vs. Elektra but only their fight was primarily at the end of the chapter, I hope that it was as exciting as everyone hoped it would be….I kinda think that I may have rushed it a bit and if it felt rushed to anyone don't worry because they'll meet up again down the road. I had to omit quite a few pieces to this chapter in order to keep it from going on and on and being boring. I'm trying to think of a good place to add what I left out but I'm having a bit of trouble so I'll probably just have to make a new chapter for it. The Parts that I omitted were a few scenes with Gwen and Mr. Hyde and the Fantastic Four…..what I could do is just add it into the next chapter….or…I'll find someway for you readers to see it, but this mini-event is so huge as you can see…how many people enjoyed the cameo by the Heroes for Hire…Luke Cage and Danny Rand aka Iron Fist. Just FYI there is a chapter coming out with all of the street level heroes….so I hope you guys stick around for that….and while we're on the subject of future stories. After much deliberation and me realizing what I have left tell…..I've come to the conclusion that I will not be able to finish this story by the end of the year like I had hoped…I know I said I would but I really can't there is still a ton of stories left…necessary stories that lead directly into Volume 3, but the good news is that I've managed to make a huge dent though in this volume though, it's almost finished but not quite there yet. Anyway, I hope everyone enjoyed the chapter and how the plot is progressing, if anyone has any questions, comments, rants, raves or anything in-between either leave it in the review or just drop me a PM and I'll get back to you ASAP. This is Nomad88 saying Later…**

**Ps: Batman Beyond Volume 1 is coming to a close…..the newest chapter is out so head on over and check it out. I may not be able to finish TSA: the Amazing Spider-Man volume 2 but I will finish Batman…cool, also ASSASSIN'S CREED III IS FREAKING AMAZING and long, I still haven't finished it but I'm close…I just love the Frontier and exploring….HALO 4 IS EPIC as well I BEAT IT ON LEGENDARY which is also why I'm so late with these chapters Legendary is crazy hard, my fellow Halo fans know what I'm talking about…also who saw the ending I don't want to spoil it but let's just say we get a glimpse of something everyone has been wondering about LOL! This is me saying later….**

**Next up: Gang War: All Falls Down**


	73. Gang War: All Falls Down

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the Spider-Man mythos. Sorry for keeping you readers waiting so long but I wanted to finish Batman Beyond Volume 1…and as of now it is COMPLETE! WHOOO! MY SECOND STORY FINISHED! And I'm quite proud of it, but now that it's complete it's time for me to get back to this story and the Gang War. Last chapter saw a great turning point for this arc and now we head into the explosive ending. Before I leave you all I would just like to say please READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 65: Gang War: All Falls Down**

**Flash-Between- 4:30am- Location Unknown**

The eyes of Gwen Stacy fluttered open and slowly came into focus, the first thing she noticed was that she was on a beaten and old mattress and crouched in front of her was a smiling man that she had never seen before. Upon seeing him she recoiled a bit in shock and tried to move but it was then that she noticed that her arms, hands and feet were tightly bound by rope. Fear and adrenaline pumped through Gwen's veins as she started to struggle against the rope, she looked down at her bounds and then all around to see that she was in some type of dingy basement bunker with only one door and it was behind the smiling man in front of her.

Gwen sucked in a few breaks and she began to scream.

"HELP! HELP!" she yelled at the top of her lungs.

The smiling man scratched his ear and just stared at the screaming girl before him.

"That's not going to do you any good young lady"

Gwen opened her mouth to scream again but hearing his words she stopped herself, she turned her eyes to him and stared at him.

"I'm telling you the truth; why else would I leave you without a gag"

Gwen swallowed hard and sucked in a few breaths of air before letting a steely look settle on her face, she was scared….scared out of her mind but she would be damned if she let any fear show on her face.

"Where am I?" she asked/demanded.

"Tough girl…..I like tough girls." He replied his smile growing a bit more. Gwen gritted her teeth at his comment. As she was looking at him, her memories started to come back to her and the last thing she remembered was a weird looking man at her front door before nothing but darkness.

"Was that you….at my door?" she asked.

"Yes and no, what you saw was my other half"

"Other half?" Gwen repeated "Who are you?"

"My name is Calvin Zabo" he answered moving a bit closer to her but she instinctively scooted away from him but her back hit the concrete wall effectively trapping her. Calvin smirked at her attempt to move away from him, he slowly reached out and he grabbed a few strands of her blonde hair and held them between his fingers, "You are a beautiful young woman" he whispered before bringing the strand of hair between his fingers to his nose and smelling her hair.

Gwen saw him and bile rose up in her throat but she kept it at bay_, 'Stay strong Gwen….stay strong. Don't let this freak see you sweat. Dad will be here to rescue you soon' _she thought urgently in her mind.

Zabo savored the smell of her hair before pulling his head back and looking at her with the same smile on his face.

"Lovely"

"Why did you kidnap me?"

"Your father" Zabo replied releasing his hold on her hair and backing away a bit.

Gwen's eyes narrowed his response.

"Did he put you away…..good" she snapped with a snarl on her face.

"HAHA! No my young friend, your father and I have never met, and if we did meet I'm sure that he wouldn't be able to arrest me…not before my other half snapped him in half. I'm afraid your father has pissed off the wrong man and you have to pay the price"

"I'm being used as bait?"

"Leverage" he corrected. Zabo lifted his hand again but only this time instead of grabbing Gwen's hair he gently rubbed her face with back of his palm. Gwen pulled away from his touch but he grabbed her jaw and pulled her forward.

"LET GO OF ME!" she shouted trying to struggle.

"Now Now Ms. Stacy…it's not wise to upset someone like me, the consequences could be quite severe" he said in a meancinging tone.

"I'm not afraid of you" she stated strongly.

"Yes you are….I can hear the rapid pounding of your heart, the adrenaline pumping through your veins and I can smell your fear and I…" he started before opening his mouth and then licking the left side of Gwen's face "I can taste your fear too HAHAHAHAHA!"

"YOU ARE A F**** LUNATIC!" she roared/growled.

"I KNOW!" he roared back at her pushing her away. Zabo reached towards the ground and grabbed a white bandanna. He moved towards Gwen and quickly wrapped the bandanna around her mouth effectively gagging her. Zabo then stood up and walked towards an old table that was a few inches away from the mattress and he picked up a video camera. Once the camera was in hand he turned it on and turned it to the visibly struggling Gwen Stacy.

"Hello Captain Stacy, what you're seeing right now is your daughter Gwendolyn Stacy alive and well. If you want to keep her that way then you and your friend Spider-Man will get into the taxi cab that will be waiting outside your precinct at 10:00am, the taxi will take you to another location where you'll receive further instruction. You are to tell no one or show anyone else this message and if you and Spider-man are not in the taxi or if we find that you have some sort of tail or wire on you….well then I'm afraid your daughter and I will get real acquainted….before I kill her. See you soon…..Captain"

* * *

Gwen heard the message and she began to struggle even harder and even tried to yell again but the gag kept her voice at bay and her bounds kept her secured.

Zabo turned his camera off and he eyed Gwen.

"Struggle all you like but you won't get free"

**BEEP! BEEP! BEEP!** Zabo lifted his watch and he looked at the time.

"Ah, my shipment has arrived; please excuse me Gwendolyn as I have some business to attend to"

Gwen mouthed a few muffled curse words to him and stared daggers at him as he turned and left the bunker leaving her alone.

* * *

As soon as he left she doubled her efforts to get free, rolling around on the mattress uncontrollably trying to loosen her bounds but to no effect.

'_Get free Gwendolyn…..get free….this psycho is gonna kill you…and from that message he's gonna use your dad…or worse kill him too, can't let him.' _

Gwen struggled and struggled but despite her best efforts she couldn't get free.

'_DAMN IT! This…..This can't be the end, I can't die like this…..I CAN"T!' _she thought in her head slamming her head against the mattress in anger. She rolled over a bit and stared up at the rocky ceiling.

'_I'm gonna die is this dingy and dank place…..no one will ever see me again….not my Father, not Mary Jane….not Liz or or…'_ she started before her mind drifted to a particular person.

* * *

_**Flashback- Baxter Building**_

"_Happy Birthday Gwen Stacy" Peter whispered, kissing her on the cheek._

* * *

Gwen shook herself from the memory and grinded her teeth on the bandanna that was gagging her.

'_Peter…..no, what about Johnny. Oh my God Johnny, what happened to him…I hope this guy or his other self hurt him. I hope he's okay…if he's still alive I know he's out there looking for me. He won't give up…..and neither will I'_

Gwen sucked in a breath, her strength renewed as well as her struggle against the ropes.

* * *

**Flash-Between- 6:00 am- Baxter Building**

The Human Torch landed on the roof of the Baxter Building and he hunched himself over for a second, attempting to catch his breath. Once he caught his breath he stood up straight and lifted his head up.

"GWEN!" he shouted at the top of his lungs, and as he shouted flames exploded from his body and swirled around him in creating a sphere of fire. The young hero let his rage flow and as it flowed more fire poured out expanding the sphere.

* * *

Susan Storm arrived at the roof of the Baxter Building via the built in elevator and the first thing that she saw was the awesome burning sphere of fire. Sue shielded her eyes from the brightness of the intense fire.

"JOHNNY!" she shouted while stepping out of the elevator and slowly walking towards the ever expanding sphere.

* * *

Sue neared the sphere and she concentrated and made a force field form around her body just as she stepped through. The blue force field around her protected her from her brothers power and allowed her to walk deep into the swirling fire until she saw her little brother sitting on his knees in sadness, fire spurting and shooting out of his body.

"JOHNNY! CALM DOWN AND TURN OFF THE HEAT!" Sue shouted at him once she was close enough for him to hear her. Johnny turned his head towards his sister and snarled at her.

"YOU CALM DOWN! GWEN IS OUT THERE SOMEWHERE AT THE MERCY OF SOME LUNATIC AND IT'S ALL MY FAULT!" he roared at her.

"Johnny it's not your fault" Sue replied but her response only enraged him even more.

"YES IT IS!" he shouted at her "I WAS THERE AND I COULDN'T PROTECT HER!"

"Johnny, from what you told us this guy was powerful"

"AND WHAT AM I! SOME WEAK JACKASS!"

"That's not…..that's not what I meant"

"YES IT IS! THAT'S EXACTLY WHAT YOU MEANT! I BET IN THE BACK OF YOUR MIND RIGHT NOW YOU'RE THINKING IF YOU WERE THERE YOU COULD'VE TOOK THAT GUY… IF BEN WAS THERE HE COULD'VE STOPPED HIM…..HELL, REED COULD"VE TOOK THAT GUY! BUT YOU GUYS WEREN'T THERE I WAS AND I BLEW IT! APPARENTLY I'M THE WEAK LINK IN THE GROUP!"

Sue opened her mouth to respond but before she could say anything another voice caught their attention.

"HEY BURN OUT!"

Sue and Johnny turned their heads to see Ben Grimm stomp through the intense flames completely unaffected thanks to his orange rocky hide.

"WHAT DO YOU WANT BEN!?"

Ben continued his stomping until he was standing in front of Johnny, he reached out and with his massive right rocky hand snagged the red hot young teen and easily held him up in the air.

"ARE YOU DONE FEELING SORRY FOR YA SELF!? YOU GOT KNOCKED DOWN SO WHAT, PICK YOU'RE GODDAMN SELF UP AND GET BACK IN THE GAME!"

"WHAT DO YOU THINK I'VE BEEN DOING FOR THE PAST 3 HOURS!? I'VE BEEN FLYING AROUND THE WHOLE CITY LOOKING FOR HER!"

"SO THAT WAY DIDN'T WORK AND YOU BREAK DOWN!"

"Okay smart guy what do you suggest then huh….since you have all the answers!" Johnny snapped.

Ben opened his mouth but right at that moment their Fantastic Four Logo's rapidly beeped.

Sue hit the four on her chest and answered the call.

"Go ahead Reed"

"I've found something"

"We're a little busy here" Johnny replied

"It's about Gwen" said Reed.

Johnny instantly cut off his flames and absorbed the excess fire that was blazing around Ben and Sue.

"We're on the way down" Johnny stated.

* * *

**Baxter Building- Main Lab **

Sue, Ben and Johnny stepped off of the elevator and briskly made their way over to Reed who was standing at his computer typing in a few commands. Reed heard them coming and he turned his head all the way around to look at them.

"Ah…..come on stretch I hate it when you do the whole exorcist head thing" said Ben.

"Sorry Ben…" he said before turning his head the right way and then turning around the right way to face them.

"What did you find Reed?" Sue asked.

"This"

Reed looked to the left and stretched his left arm all the way over to his work station and gently picked up a cracked vial, he retracted his arm and held up the vial in front of them.

"What is that?" Johnny asked.

"While I was searching Gwen's apartment for clues I happened up this vial, which miraculously didn't burn or melt in the fire. I found it a bit curious so I took it and I analyzed it…."

"Yeah so" Johnny impatiently interrupted.

"So, I found the source of the kidnapper's powers" Reed answered "Johnny you said some sort of giant burst through the wall right"

"Yeah"

"Well, within this vial I found residue of a highly mutagenic cocktail" he said while turning around to the computer.

"Mutagenic?" Sue questioned.

"Yes, with the computer's help I managed to determine a few of the compounds and when mixed…the results were astonishing. If a person were to inject this into themselves it would create a chain reaction in their cells that could increase their size and strength exponentially" Reed summarized, "Look on the screen"

* * *

Johnny, Sue and Ben turned their attention to the screen to see a rough digital image of a normal looking person, they then saw the chemical compound from the vial move over to the digital person and the image suddenly grew several feet and the muscles doubled in size.

"Johnny is this an accurate depiction?" Reed asked.

"Yeah, that's roughly how big he was….okay, so how do we find Gwen though?"

"I've isolated a few key compounds in the formula and there is one element in it that's very foreign and only a few places have been known to manufacture it…..I have a list of the companies"

Reed hit a button on his computer and the machine printed out a slip of paper.

"Good hand it over and let's go and get this guy" said Johnny.

"Actually I was thinking along the lines of turning it over to Captain Stacy and the police" Reed replied turning to face Johnny.

"WHAT?!" he shouted in shock.

"You heard him Johnny he doesn't want our help" Reed continued.

"SCREW THAT! You didn't see what that guy was capable of…I did, the cops can't handle this"

"I agree with him stretch" Ben said "The cops are out their league on this one"

"Yes, they are out of their league Ben but I don't think we should rush in though" came Sue's voice "I think we should take what we have to the police and then offer our services again."

"And the police won't be out of their league for long Ben. I've been looking at this compound for the past few hours and I think I can develop a cure….I can reverse engineer the drug to….." Reed started.

"WHAT! NO! SCREW THIS! I'M GOING TO FIND HER FORGET THE POLICE!" Johnny shouted.

"Johnny, we're not vigilantes….we work with the police not against them. This is a delicate situation and…." Sue started softly before Johnny let out a growl; he stepped forward and snatched the paper out of Reed's hand.

"Look…you guys do what you gotta do and I'll do the same….FLAME ON!"

Johnny ignited and he pushed off the ground.

* * *

Reed, Sue and Ben watched as Johnny flew out of the lab and over the balcony and into the night sky.

"We goin after em?" asked Ben looked at Reed and Sue.

"No, he needs to be alone" said Sue shaking her head, she let a hand go towards her swollen abdomen and she gently rubbed her baby bump, _'Be safe Johnny'_ she thought to herself.

"So what do we do in the mean time?" Ben asked.

"Reed...can you really reverse engineer this mutagenic compound?" Sue asked turning to her fiancé

"I believe so Sue, but I might need you to help me. You're the resident biologist and chemist" He answered.

"Fine, let's get to work."

Reed nodded his head and turned back to his computer.

* * *

**Across Town- Brooklyn- Same Time**

"HURRY UP!" Frank Castle forcibly whispered as he briskly limped down the darkened street with Microchip who was slowly limping behind him.

"How the hell are you moving so fast…..we just jumped out of a moving van for Christ sakes" Microchip replied in a strained voice.

"That was hours ago…we have to keep moving" Frank said over his shoulder before coming to a stop and looking around. He calmed his breathing and turned his head upwards looking…searching for something.

* * *

Since their run in with Luke Cage and Iron Fist, Frank and Microchip have been on the run and trying their best to stay out of sight. They had hid for a few hours and had managed to lose the heroes for hire but once they resumed their escape Frank could not shake the feeling that he was being watched. All his years of experience and skill shouted to him that he not only was he being watched but he was being followed as well.

"What is it Frank?" Microchip asked limping towards him and standing close. Microchip heaved a sigh and stared at his companion who continued to stare upwards, "Frank?"

"How far away is your shop?" Frank whispered lowly.

"It's in Queens….we're still in Brooklyn so pretty far" Microchip replied "However….we can catch the train"

"Let's go" he stated while quickly grabbing Microchip by the arm and then dragging him along.

* * *

**Subway**

Frank, with Microchip in tow quickly went down the steps and found themselves in a semi-empty subway station. There were a few night owls out in the early hours of the morning waiting for the train to arrive but there wasn't enough to cause much of a stir to them or their pursuer. Frank saw them waiting and he let out a snort.

"Dammit" he growled.

"What is it?"

Frank didn't immediately answer him he just slowly turned his head towards the steps they just descended and standing at the bottom like a dark specter in the night was the scarlet clad hero/vigilante and one of Frank's most constant enemies….the man without fear himself: **Daredevil.**

* * *

Daredevil stood there _'watching'_ Frank and Microchip. It had taken him some time to get out of the binds that Elektra had left him in and as soon as he was free he resumed his search for her but he quickly realized that she was gone; vanished into the night and there would be no way of finding her so instead of looking for her he went looking for Spider-Man. However, instead of finding his protégé he found the Brooklyn PD building in shambles and he found his allies Luke Cage and Danny Rand. They told him of the situation and they each resumed their search for Frank but thanks to his enhanced senses DD easily picked up on Frank's trail and located him.

"Castle" DD growled out slowly stalking towards the two with his billy club in hand.

"What do you want boy?" Frank growled back pushing Microchip to the side and facing his approaching enemy.

"I told you…..I'm taking you down."

"Bigger men than you have tried."

Daredevil lashed out with a high strike from his billy club but Frank blocked it with his forearm. The Punisher then grabbed the club and threw out a kick, DD '_saw' _the kick coming and block it with his shin, he retaliated by twisting his billy club and separating it into an escrima stick he then quickly spun around with a kick, his heel aimed for the Punisher's face but Frank ducked under the kick. The Punisher used one of his feet to sweep DD's single leg, Daredevil however heard Frank's leg going across the pavement and an outline of his leg was shown, he reacted quickly and pushed off his leg and did a backflip. The Punisher saw him go up in the air and as fast as he could he sprung up and just as Daredevil landed the hardened vigilante nailed him in the chest with a powerful side kick.

Daredevil was sent backwards from the force of the kick and Frank took that chance to capitalize, he rushed in and landed a solid punch to DD's face, he then landed another solid punch and each strike rattled Daredevil's body. Frank was about to go in for an uppercut when Daredevil swung his right hand around and nailed Frank in the bicep with the end of his escrima stick DD then brought his escrima stick upwards and slammed the other end into Frank's chin. The Punisher went stumbling back from the blow; Daredevil took the opportunity to repay him back for the sidekick with a sidekick of his own right in the abdomen knocking all of the wind of him. The Man without fear then lunged forward and speared the Punisher sending them both to the ground.

Daredevil rose up a bit and in his left hand was a handful of the Punisher's vest; he reared his right hand back and then punched him in the face as hard as he could. DD reared his hand back again and delivered another hard punch to Frank's face.

* * *

Microchip saw Frank getting wailed upon by the scarlet clad vigilante. He stood there and watched his new ally getting pounded and the more he stood there the more he felt an urge to help swelling within him, the same urge that caused him to bust him out of jail. And against all of his rational thought and better judgment Microchip let out a war cry and charged for the scarlet clad hero.

"AHHHHH!" he shouted

* * *

Daredevil stopped his assault and looked up to see Microchip charging at him, his war cry giving him an outline of the situation. DD calmly held up his escrima stick and threw it, the butt of the weapon smacked Microchip in the face busting his lip and sending him to the ground groaning in pain.

* * *

The Punisher felt Daredevil stop his assault and that's when reacted, he threw a quick chop attack and hit DD in the throat shocking him for a second and giving him enough time to grab him and bring him in for a hard head butt, which knocked him off. The Punisher rolled to the left and pushed himself just as DD did the same thing.

**HONKK! HONK!**

The Punisher raised his head to see the light of the train approaching.

**HONKK! HONKK! SCREEEEEEEEEEECH! **Went the sound of the train's brakes.

"RAHHH!" came a shout of agony.

The Punisher turned his head back to Daredevil who was on his knees with his hands over his ears yelling in pain.

The train came to a stop and the doors automatically opened, the Punisher let out a curse and quickly got to his feet. He ran over to Microchip and roughly picked him up and ushered him towards the open train doors.

* * *

Daredevil let out a few pain gasped as the screeching sound of the train's breaks started to subside. DD's greatest strength was also his greatest weakness, since his ears were so sensitive the high pitched screeching of the train's breaks and horns wreaked havoc upon his senses.

He looked up to _'see'_ a shaky and out of focus outline of the Punisher and Microchip entering the train.

'_Can't…..let him get away again'_ he thought urgently to himself. The man without fear picked himself up, swaying a bit before he started for the train doors that were getting ready to close.

* * *

**On the Train**

Once they were safely inside the train Frank let go of Microchip who fell down into one of the empty seats breathing heavily.

"God…my jaw is killing me" he whispered both hands going to the spot where Daredevil's escrima stick hit him.

"Stop whining" Frank growled through bloody teeth before turning his head to the left, the doors of the train where closing but right before they closed Daredevil dove onto the cart.

The doors closed and the trained began to move.

* * *

Microchip jumped up from his seat and looked at Daredevil as he rose to his feet and faced the two of them again.

"Man….I'll give him an A for being persistence, this guy won't quit" Microchip whispered.

The Punisher wiped a few specs of blood from his lips and he eyed the scarlet clad warrior.

"You're fighting the wrong man" the Punisher stated knowing that the man before him could hear him.

"I'm fighting a murder" Daredevil spat back.

"Of Criminals" The Punisher spat right back at him.

"There's a right way to fight criminals and there's a wrong way"

"Yeah the wrong way is your way boy. These criminals are nothing more than rabid animals that need to be put down" The Punisher growled.

"Then need to be in jail"

"Where they won't learn anything but how to beat he system"

"I'm done talking to you Castle…..like I said I'm taking you in to pay for your crimes"

"RAH!" roared the Punisher before lunging forward.

* * *

The two met in the middle where they traded several quick but very strong blows, each blow thrown with enough force to hurt someone. The Punisher threw a right hook but DD ducked, Frank lifted his knee but Daredevil used both his hands to block the knee. The Punisher felt the block and brought his elbow down upon DD's shoulder, Daredevil let out a pained groan but he fought through the pain and threw his weight against Frank making him go crashing into the train window, DD then grabbed Frank by the hair and then slammed his head into the window cracking it a bit. Daredevil reared Frank's head back again and was about to slam it again when Frank delivered a quick but solid shot to his groin with his right hand.

Daredevil grunted and took a step back, the Punisher shook his head as and a few specs of bloody glass from his face and then grabbed DD by the back of the head and rammed it into the vertical metal holding pole in the cart. The two of them went stumbling backwards and away from each other.

**HONK! HONK! SCREEEEEEEEEECH!**

"ARGH!" shouted Daredevil as he dropped to a knee again trying to block out the shrill screeching.

The Punisher looked around to see that the train was starting to slow down, he wiped some blood away from his lips and he looked at DD who was breathing heavily. Frank gathered what energy he had left and he started his final assault. He jumped forward and he nailed DD in the face with a knee, he then grabbed him and brought him in for a knee to the stomach, he kneed him several more times before striking him across the jaw.

The train came to a stop and doors opened, there were a few people trying to get in but they saw the Punisher and Daredevil and they immediately backed away.

* * *

The Punisher lifted Daredevil up and held him off the ground.

"This is your last warning….STAY THE F*** AWAY FROM ME!" he yelled before shoving DD out of the doors. The scarlet clad vigilante hit the station platform scaring a few of the people that were standing by, he lifted his head to see an outline of the train doors closing.

**HONK! HONK! SCREEEECH!**

"AAAAAAAAAAHHH!" he growled in pain grabbing his ears again. The train started up and took The Punisher and Microchip away, leaving him writhing on the platform in pain.

* * *

**Queens- 7:25 am- Lieberman Hardware Store**

The Punisher and Microchip arrived in front of the hardware store and both looked around seeing if they saw anyone following them and luckily they didn't see anyone. After Frank had managed to get rid of Daredevil the rest of the train ride went a bit smoother, they had managed to dodge any and all police that they came across.

"Hurry up" The Punisher growled lifted his head and looking around in every direction. He glanced down the road and he spotted something and then he turned back to Microchip who reached into his pocket and removed a set of keys. He fumbled with them for a second before he finally found the right key and quickly unlocked the door allowing them to go inside.

* * *

**Down the Street**

Detective Jean DeWolff rose up a bit in her car and she let a smile grace her lips.

"Gotcha" she stated opening her door.

* * *

It had taken most of the night but the facial recognition system finally got a hit off of the sketch artist's picture of the person that broke Frank Castle out of the precinct a few hours ago. The computer gave her the name Linus Lieberman and it also gave her the name and address of a hardware store that he owned in Queens. Being the person that she was Jean immediately hopped in the car and drove out to Queens and had been staking out the Hardware store for the past 3 hours hoping to get lucky and finally her luck had paid off.

Jean quickly crossed the street and slowly stalked towards the hardware store. She pushed her jacket open and she removed her police issued glock from her holster and took the safety off. The Detective sucked in a breath as she neared the store, she came to stop right around the corner and she quickly peeked around the corner and glanced through the glass window of the store. It was dark inside and she didn't see anyone but she knew that they were inside. Detective Dewolff bit her lip and making sure to stay low crept towards the front door; with her left hand she carefully cracked the front door and poked her head in but she still didn't see them so she inched herself inside.

* * *

**Inside the Hardware Store**

Detective Dewolff stood up once she was inside. She saw all of the junk and appliances around the store and then she saw the front counter. Jean took a defensive stance and slowly inched towards the desk.

**JINGLE! JINGLE!** Went a sound to her left, Jean whipped her head to the left to see The Punisher lunge from his hiding spot. Jean's eyes widen and she tried to turn her weapon on him but he reached her and pushed her hands upward just as she pulled the trigger.  
**POW!**

Jean reacted and lifted her knee and kneed him in the stomach just as they went crashing to the ground. The Punisher groaned from the blow but as they hit the ground he managed to slam her hand on the floor causing the gun to go flying from her hands and slid across the ground.

The two rolled across the ground for a second with Frank landing on top of her, he tried to grab her hands but Jean being trained was doing everything in her power to keep that from happening.

"HOLD STILL!" Frank growled while managing to grab hold of both her hands.

"LIKE HELL!" she growled lifting her head and jerking her arms forward along with Frank's and once they were near she sunk her teeth into his left hand drawing blood.

"AHH!" he shouted letting go of one of her hands, with one hand free Jean balled it into a fist and punched him in the throat catching him off guard. The Punisher gagged and Jean took advantage of the situation, she wiggled from under him and used her feet to push him away. She quickly turned over and eyed her glock; she crawled across the ground on her hands and knees towards her fallen weapon.

Jean grabbed the gun and whipped around just in time to receive a dart to the neck courtesy of Microchip, who lowered his dart gun.

The Detective grabbed her neck and yanked the dart out but it was too late the drugs were in her system, her eyes started to droop and then nothing but blackness.

* * *

**New Jersey-11:05 am Neilson's Chemical Plant**

A fire trail flew towards the Chemical Plant causing all of the workers outside to look upwards. The trail flew lower and lower until it landed on the ground and the flames dispersed revealing Johnny Storm aka The Human Torch.

Johnny looked down at the sheet of paper in his hands and then up at the medium sized chemical plant.

"This is the place" he whispered to himself.

"Excuse me" came a voice.

Johnny looked up to see a security guard walking towards him

"May I help you?"

"I need to speak to the owner of this place…it's an emergency"

"Do you have an appointment?"

"I'm hoping you can make an exception for a World Class Hero"

The security guard stared at him for a long moment before he nodded his head.

"Follow me" he said turning around and leading Johnny into the plant.

* * *

**Few Minutes Later- Manager's Office**

Johnny stood in front of the General Manager of the entire Chemical Plant, his name Dr. Jarrod Domos; he was fairly tall, in his mid 30s and was of Hispanic descent. Jarrod hung up the phone and he eyed the young hero before him.

"Wow, Johnny Storm….The Human Torch himself from the Fantastic Four, what are you doing here?"

"I need your help, a girl has been kidnapped and I think I might have a lead on who did it"

"I can assure you that none of my employees are involved in such a heinous crime..." Jarrod started quickly before he was interrupted.

"No No…I'm not accusing any of your employees. The person that kidnapped the girl I'm talking about possibly buys a rare chemical from your company and I'm hoping that you have records of all the people you sell this chemical to."

"Of course we keep records on all the chemicals we distribute, what's the name?" he asked.

"Um…..trid…o.." Johnny started until Dr. Domos stopped him and held out his hand.

"May I?"

Johnny handed him the slip of paper.

"Don't feel bad Mr. Storm even a few scientists have a problem pronouncing certain…." Dr. Domos started before his eyes landed on the slip of paper and the name "…Chemicals" he finished. Dr. Domos stared at the name of the chemical and his blood ran cold.

"Doc?" Johnny questioned.

"Hmm"

"How do you pronounce it?"

"Um…its pronounced tridioxoilamony, I'm sorry though Mr. Storm but I can't help you…we don't produce this chemical" he said quickly.

"But the sheet says that you do."

"Anymore I mean…we stopped producing that chemical about a year ago so I'm sorry."

"But..."

"Mr. Storm I answered your question and now I have to ask you to leave I have a lot of work to do" Dr. Domos said as calmly as possible. He stood from his seat and went towards the confused young hero; he gave him back the sheet and then began to lead him out of his office. Jarrod opened the door and calmly ushered Johnny to the outside.

"Again I'm sorry Mr. Storm and I hope that you find the girl that has been kidnapped" he said sincerely before quickly closing the door. He held his breath for a second but he released it as he heard Johnny's fist hit the wall followed by his footsteps echoing down the hall.

* * *

"Sh**" Jarrod gasped as he rushed to his desk and scrambled around for a second until he found his cell phone, he flipped it open and he pressed a number that he had on speed dial and then he waited.

**RING! RING! RING! CLICK! **

"Domos…what do you want? I told you to never call…."

"I know I know and you also told me that no one would come asking about the tridioxoilmony Zabo" Jarrod snapped.

"…..who came asking about it?"

"You said that it was so rare and that no one…..God why did I take the money, now I'm tied into a girl getting kidnapped….oh God…."

"DOMOS! CALM DOWN!" Calvin Zabo shouted over the line. The sound of his voice quickly shut Dr. Domos up and he listened intently.

"Who came asking about the compound?"

"The Human Torch…..Johnny Storm of the Fantastic Four"

"…"

"Zabo"

"I'll call you back"

**CLICK!**

"ZABO!"

* * *

**Staten Island- Fortunato Residence- 11:10 am**

Don Vicente Fortunato had a satisfied smile upon his face as he watched his men lift his overturned desk and set it right side up. He had just given Spider-Man and Captain Stacy their orders and of course they reacted as expected but in the end they saw things his way just like everyone else he came across….they always saw things his way.

"All is going according to plan" he said to himself "Soon Fisk will be out of the way as will the Punisher thus allowing my family to swoop in and take what is rightfully ours"

**BUZZZ! BUZZZ!** Fortunato felt the buzzing of the black phone in his jacket pocket; he reached into his jacket and answered the phone.

"What?"

"We have a problem" came the voice of Calvin Zabo

"What is it?"

"It seems Ms. Stacy's boyfriend the Human Torch is hot on my trial"

"How is that possible?" Fortunato asked.

"I don't know but he is…. I hope that you realize the pain staking steps I've taken to never be found out and the moment I begin to work with you I'm close to…."

"Calm down Hyde. How much does he know?" Fortunato asked.

"So far nothing but I just received a call from an associate of mine who supplies me with a very important substance…..a very rare substance. It's only a matter of time before he realizes that my associate lied to him and then it'll lead back to me"

"Well then kill your associate" Fortunato replied.

"I would if I could but as I said the substance is very very rare. I can't kill him because he's the only one that I can count on for my supply"

"...This is a problem, but not something that can't be solved. How about we set a trap for the young Johnny Storm"

"I'm all for it….but what about his companions? The other members of the Fantastic Four" Zabo asked.

"Don't you watch the news, the Fantastic Four has been suspended, he's on his own" Fortunato replied.

"….what kind of trap did you have in mind"

"Before I tell you….are you absolutely sure that you can handle him?"

"Of course."

"Good, here's what you're going to do."

* * *

**Night Nurse: 11:25 am**

Matt Murdock sat on the medical bed and he released a pain sigh. After the humiliating defeat he suffered at the hands of the Punisher he tried to follow the trail but it had gone cold, the train's smell and sound had disrupted his powerful senses to the point where he was surprised he was still able to stand. Once he realized that he had lost Frank again….he quickly made his way back over to the night nurse so she could stitch up the wounds inflicted upon him by Elektra. To say that the Night Nurse was surprised to see him twice within a 24 hour period would be an understatement, but just like all the other times he dropped by beat to hell, so she quickly patched him up and allowed him to stay in one of the rooms until he was strong enough go home.

Matt attempted to stand up but his body prevented him from doing just that, he let out a grunt and then laid back down on his bed.

'_Need a few more minutes'_ he thought to himself releasing a long sigh, _'But I can't rest….gotta find Pete before Elektra kills him…and I have to find Frank before he murders anyone else, but the question is how….I don't know where either of them are nor do I have any leads. I could check Pete's house to see if he's there…..or I…'_ Matt started to think before his powerful hearing alerted him to a TV that was playing the news.

* * *

**Outside the Room**

The Night Nurse turned up the volume a bit on the small TV on her desk.

* * *

_**TV**_

"_And our final story for the afternoon involves a shooting at the Manhattan courthouse. Sources say that a sniper was attempting to target Angelo Fortunato who is under questioning for the restaurant massacre yesterday morning. However, thanks to Spider-Man intervening and saving Angelo instead of him being hit by the bullet hit one of his police escorts was shot. The Officer is currently in the hospital while Angelo Fortunato has been taken to a secure location. The details of his location are being kept under wraps in fear of another attack….._

* * *

The Night Nurse suddenly turned to the left to see Matt Murdock emerge from his room and put his mask over his face thus becoming Daredevil.

"Matt where are you going you need to rest" she said while standing up.

"Not with that psycho The Punisher out there knocking off Cops" he replied over his shoulder as he made his way out of the building.

* * *

**Several Hours Later: Nightfall- Police Precinct**

"WAIT!" George shouted running to the window "What do you mean by you're going to change the rules"

"Just trust me and let me handle Fisk, you just worry about the Punisher. If you need a lead on finding him call Detective DeWolff and see how goes the facial recognition program"

"I will"

"George…we'll get her back, I stake my life on it" Spider-Man stated again with absolute confidence.

Captain Stacy nodded his head right as Spider-Man jumped out of the window and swung away. The Captain walked to the window and he watched as his masked ally swung away into the night leaving him alone in his office. They both had spent several hours trying to think of a way to get Gwen back without having to do their 'assignments' given to them by Don Fortunato; hours of thinking but no solid plan came to fruition.

"Dammit" George whispered banging his fist against the seal.

**RING! RING! RING! **George heard the ringing and immediately his hands went to his cell phone, he answered the call not bothering to check the id.

"What do you want you son of a…."

"George it's me" came the voice Lieutenant Terri Lee.

"Terri!?" he exclaimed.

"Yeah, who did you think was calling you?"

"No one, what's up?"

"I'm on the way to the precinct"

"What!? No, you need to rest"

"No, not when we're trying to end this war and Fortunato almost got killed again today."

"Yeah so I've heard…..I've been a bit preoccupied"

"With what?"

"No time to explain. Since you won't take my advice and relax I'm putting you in charge….I'm going off the grid for a while"

"WHAT!"

"Again no time to explain…I'll explain later, but if anyone tries to contact me you can act as my proxy."

"George"

"Goodbye Terri" George said before quickly hanging up the phone.

* * *

Once he hung up the phone he paced his office for a second before holding up his phone again and dialing the number to the Brooklyn PD Precinct.

**RING! CLICK! **

"Brooklyn PD"

"This is Captain George Stacy I need to speak with your Captain"

"Hold"

While he was holding on the Phone Captain Stacy quickly left his office, he was briskly making his way through the precinct and towards the doors that would lead him outside.

"George…wh…" came the voice of the Brooklyn PD Captain before he was interrupted.

"Has Detective Dewolff found our guy?" He asked.

"I don't know, I haven't heard from Dewolff since yesterday night"

Captain Stacy came to a stop and a look of confusion crossed his face.

"She didn't come into work"

"No"

"Dammit….does your squad cars have GPS?" George asked.

"Yes"

"Call your tech guy and fire it up...send me her location. I think she might be in trouble" Captain Stacy replied as he exited the precinct.

* * *

**Queens- Lieberman Hardware Store- 20 minutes later **

The eyes of Detective Jean Dewolff slowly opened and the first thing she saw was the smiling face of Linus Lieberman aka Microchip staring down at her.

"Gah" Jean gasped shirking away from him a bit.

Microchip let out a breath and put a hand to his eyes and rubbed.

"Thank God. I though you were dead, I hit you with one my still experimental dart guns"

"Is….Is that why my head hurts so badly?" Jean croaked out, the rapid thumping in her skull causing her to close her eyes tightly.

"Yeah…the serum is a horse tranquilizer mixed with a little something extra" Microchip replied, "You're going to be nursing that migraine for about a day or so"

Jean shook her head and tried to move but her hands and feet were tied together preventing her from moving, she let out a growl and then gave him a death glare.

"…..you'll be serving 25 to life for helping that maniac" she stated.

"Don't I know it." Microchip scoffed "I must've been an idiot to help him out but at the same time helping him…..has got to be the only really good thing I've ever done in my life."

"Murdering people"

"Hey they aren't people…..they're low life's who only want to hurt innocent people"

"And you think murdering them makes him better…..or yourself better for that matter"

"….uh….Yeah" he said.

"Well you're not" Detective Dewolff replied.

"You're only saying that because you don't know the full story. You only have part of the equation"

"Where is he?" Jean demanded.

"At your precinct getting that Fortunato guy again."

Jean struggled with her bonds but the ropes were tight and her head was still pounding preventing her from doing much of anything other then lying on the floor.

"What are you going to do with me?"

"Nothing." Microchip answered quickly "Once Frank gets back from his business with Fortunato I'm gonna hit you with another tranq….one that's less potent than the one I gave you before and then by the time you wake up again we'll be gone"

"Unless of course he abandons you" Jean threw out.

Microchip looked at her for a second before he realized that that hadn't crossed his mind before. Frank could very well just abandon him and let him take the fall but as the thought crossed his mind he threw it to the wind.

"Stop trying to mess with me…he wouldn't do that."

"And why not? I would if I were him. He doesn't care about you…I've looked into his eyes….he's motivated by something else….something deep and primal"

"Thanks for your psycho-analysis but I know he's coming back…..we're friends now." Microchip answered, "I broke him out of jail and he saved my life….I think that makes us friends."

"How Bromantic of you to think that." said Jean scoffing and shaking her head. Microchip threw her a look then he leaned up.

"Be cynical all you like Ms. Dewolff"

"How do you know my name?" she asked.

Microchip reached into his pocket and removed her badge and id and tossed it on the ground next to her.

"Oh…well that answers that" she said mostly to herself.

"Hey….do you hear that?" Microchip suddenly asked.

"The only thing I hear is my head pounding"

"No….listen…."

**WHOO! WHOO! WHOO! WHOO! **Went the sound of the police sirens.

"That I heard….looks like you're screwed" said Jean.

* * *

**Outside**

Captain Stacy came to a screeching halt a few feet away from the Hardware store. He could hear the sirens coming in the background and he cursed under his break.

"Dammit gotta get in their before they scare him off" He said to himself while quickly getting out of the car and running towards the shop. George removed his glock from its holster and he approached the front door.

* * *

**SMASH!** went the sound of the door being kicked open and Captain Stacy storming inside.

"FRANK!" he shouted.

"NOT HERE! HIS FRIEND WENT OUT THE BACK!"

Captain Stacy looked down to see Detective Dewolff tied up on the floor, he took a step towards her with the intentions of freeing her but she waved him off with her head.

"NO! GO AFTER HIM!"

Captain Stacy nodded his head and ran through the shop and towards the back where he saw an open door but as he was fleeing he heard another shout from Detective Dewolff. "FRANK CASTLE IS AT THE PRECINCT! HE'S GOING TO MAKE A RUN AT FORTUNATO AGAIN!" she shouted just as Captain Stacy exited through the back.

* * *

**Back Alley**

Captain Stacy exited the shop and found himself in an alley he turned to the left to see Microchip's fleeing form. The Captain sucked in a breath and gave chase and as he was doing that he pulled out his cell phone and he dialed a set of numbers.

* * *

**Brooklyn PD- Captain's Office**

**RING! RING! CLICK!**

"This is Captain…."

"FRANK CASTLE IS AT YOUR PRECINCT! GET ANGELO FORTUNATO OUT OF THERE NOW!"

"George?"

"YEAH IT'S ME….I found Detective Dewolff…she was tied up at the Hardware store but listen to me…Get Angelo out of there now and call Lieutenant Terri Lee….she'll know what to do…the number is 775-3875"

"Got it" The Captain replied hanging up the phone. He quickly got up from his seat and he ran out of the door.

* * *

**Brooklyn- Few Minutes later**

Angelo Fortunato, whose hands were cuffed behind his back, was being lead out of the Brooklyn PD Precinct and towards an awaiting police car in front of the building.

"What the F*** is going on?" he asked.

"Shut up" The Captain ordered as he and two other officers led him to the car, "Careful now….this Castle guy could be anywhere" the Captain continued.

They led him to the police car and then opened the back door and quickly shoved him inside.

"HEY!" shouted Angelo right as the door was slammed shut. The Brooklyn PD Captain started for the passenger side window but before he could lean down the car suddenly sped off and away from the Precinct.

**SCREEECH!** Went the sound of the tires.

"HEY!" the Captain shouted in confusion.

* * *

**Inside the Car**

"Hey asshole where are we going?" Angelo asked trying to peer through the metal grate that separated him and the driver, "HEY I'M TALKING TO YOU! WHERE ARE WE GOING!?"

Angelo scooted up a bit in his seat and he looked at the rear view mirror and his eyes locked with the drivers…..eyes that he most definitely recognized.

"No…" Angelo whispered "NO! NO! LET MET OUT!" he screamed.

The driver slowly turned around to reveal the face of Frank Castle aka the Punisher.

"We're going someplace very quiet Angelo…so you and I can have that talk about your father"

"LET ME OUT! HELP! HELP!" Angelo screamed thrashing about in the back seat and banging his shoulder against the door in fright.

"Save your strength Angelo….you're going to need it" The Punisher stated turning his eyes back to the road.

"HELP!"

**THUD!**

Angelo heard the loud thud and the car shake; he turned his eyes back to the front to see the scarlet clad vigilante known as Daredevil on the hood of the car.

* * *

The Punisher stared at Daredevil and he bared his teeth.

"YOU ARE STARTING TO GET ON MY NERVES BOY! THIS DOESN'T CONCERN YOU!" the Punisher yelled at the top of his lungs.

**SCREEECH! BAM!**

The Police issued vehicle shook violently as another car slammed into it; Frank gripped the wheel tightly and managed to keep the car on the road. He whipped his head to the left to see the car that slammed into him and his eyes widen as he saw Luke Cage and Iron Fist in the driver and passenger seat.

* * *

**The Other Car**

"HIT HIM AGAIN!" Iron Fist shouted.

Luke turned the wheel to the left making their car swerve to the left and then he quickly jerked the wheel to the right. Their car swerved to the right and slammed into the police car again.

**BAM!**

* * *

Daredevil braced himself as the speeding police car was hit again.

'_I figured Castle would come back here…last place anyone would expect. Good thing I was able to get in contact with Luke and Danny again….with all three of us together…the Punisher is not getting away'_ he thought to himself as the car was hit again.

* * *

**Inside the Car**

'_Persistent little sh***'_ The Punisher growled in his mind as he twisted the wheel to the left and fought against Luke and Danny's car.

"THEY GOT YOU CASTLE! YOU'RE DONE FOR!" Angelo Fortunato yelled from the backset.

"SHUT UP!" Frank shouted. He looked to the left to see Luke and Danny's car gearing up to slam into them again. The Punisher waited and just as the car swerved for them he stepped on the brake.

**SCREEEEEEEEEEEECH!** The Police car suddenly stopped and Luke's new car went swerving in front of him. Frank slammed his foot on the gas and then rammed their car from behind.

* * *

**Luke and Danny**

**BANG! **Went the sound of the car being hit, Luke and Danny lurched forward.

"SON OF A BITCH!" Luke shouted.

"Should have seen that one coming" Danny stated while turning around in his seat.

**BANG!** Went the sound of their car getting hit again and them lurching forward.

"HIT THE BRAKES LUKE!"

"I can't I might throw Matt off" he replied looking through the rear view mirror and looking at Daredevil who was still on the hood.

* * *

**Hood**

Daredevil shook a bit as the police car slammed into Luke and Danny again, the sound of the metal crunching together messed with his senses a little but he powered through the disorientation and grabbed his spare Billy club from his leg holster and extended it. He raised it up and jammed it through window and into the car.

* * *

Frank leaned to the side as the Billy Club came crashing through the window, he growled low in his throat and then grabbed the club with his left hand. He and Daredevil struggled with the club for a second before Frank used his right hand to twist the steering wheel to the left and head right into oncoming traffic.

* * *

**Hood**

Daredevil caught himself as he almost fell off of the car.

**HONK! HONK! HONK! HONK! SCREECH!**

DD turned his head as he heard all of the different sounds; he saw the outline of dozens of cars as they swerved out of the way of the speeding police car. He turned his head back to the cracked window and proceeded to struggle with Frank once again. He gritted his teeth and managed to yank his Billy club out of his grasp, but right as he did that he suddenly heard the sound of gun being removed from a holster and the hammer being pulled back.

* * *

Frank cocked the hammer back and opened fire upon Daredevil.

* * *

**POW! POW! POW!** Went the sound of the bullets ripping through the glass and at the scarlet clad hero, however DD managed to get out of the way of the bullets and that's exactly what Frank was counting on, as Daredevil moved he jerked the car to the left and the sudden motion threw him off balance.

Daredevil lost his balance and he fell off of the police car but he didn't hit the road he hit Luke and Danny's car that managed pull right along side of the police car. DD let out a few deep breaths and then turned his head to them.

"We got your back" he heard Luke say.

* * *

**Inside the Car**

The Punisher saw Daredevil land on the hood of the car next to him and he let out another growl. The three of them just wouldn't quit. He held his gun towards the passenger side window and he opened fire.

**SMASH! POW! POW! POW!** Went the sound of the bullets smashing through the window and firing at the car making them move out of the way.

**HONK! HONK!**

"LOOK OUT!" Angelo yelled from the back.

Frank turned his head back to the road to see a bus heading right for him. He dropped the gun and put both of his hands on the wheel and turned to the left right before the bus hit them.

"YOU'RE GOING TO KILL US!"

"I SAID SHUT UP!" Frank replied.

* * *

They were now speeding across the Brooklyn Bridge, swerving in-between the busy night-time traffic.

* * *

**Inside the Car**

"LET ME OUT! LET ME OUT!" shouted Angelo as he leaned onto his shoulder and started kicking the door to his right desperately trying to get out of his current situation.

Frank heard him pounding against the door but he paid him no attention, he looked in the rear view mirror to see Daredevil, Luke Cage and Iron Fist speeding right behind him. He pressed his foot down harder on the gas pedal causing his car to go even faster.

* * *

**Across Town- Queens **

Captain Stacy shoved Microchip into the back of a squad car and he closed the door. He let out a breath but as the breath left his mouth he heard the sound of his name being called.

"CAPTAIN STACY!"

He turned to see Detective Dewolff running to him.

"What is it?"

"Castle has Angelo"

"WHAT!"

"Yeah, he stole the squad car he was inside and now he's on the Brooklyn Bridge heading into the city.

"GODDAMN IT!" Captain Stacy yelled as he took off for his car.

* * *

**Manhattan- Baxter Building **

Johnny Storm landed on the balcony and he briskly walked into the lab. He was fuming, all day….all day he had been chasing down leads from the sheet of paper that Reed gave him and nothing came from any of the leads. He grumbled to himself while balling up the sheet of paper and then setting it on fire before throwing it to the ground.

"Johnny, you're back." Came a voice.

Johnny looked up to see his sister Sue Storm walking over to him and pulling him into a hug.

"Did you find anything?"

"No. Not one damn thing, none of the places that Reed printed off manufactures that stuff for the public it's all for government use, and I highly doubt the government wants anything to do with Gwen" he replied angrily.

"I'm sorry that you didn't get a lead on her Johnny"

"Yeah me too." he said breaking away from her.

"While you were out though we did manage to get a break through in the serum, we found a cure so to speak….come have a look."

Sue turned and began to walk across the lab and over to the work station where Reed was still standing. Johnny heaved a sigh and followed after her.

* * *

Sue and Johnny stopped at the work station and Reed turned his head to the left to face them.

"Hello Johnny"

"Hi Reed, thanks for the list….it did absolutely nothing" Johnny replied.

"Oh" he replied taking off the goggles on his eyes.

"Yeah, none of the places on the list manufacture that stuff for the public…..its government use at least that's what all the managers told me"

"Figures the government would have a staple on that chemical…..it is after all highly illegal"

"Illegal!?" Sue and Johnny repeated at the same time.

"Yes, illegal" he repeated.

"What happened to it just being rare?" asked Johnny leaning on the table a bit.

"I thought illegal would be inferred" Reed replied

"No" Johnny replied

**DEET! DEET!** went the sound of the 4 on their chest beeping, Reed hit the four and he answered the call.

"Yes Ben, what is?"

"I'm coming up….we got a visitor"

Sue, Johnny and Reed looked at each other with confusion for second because they were each wondering just who could be visiting them at the current hour.

* * *

**2 minutes later**

Ben stomped into the lab and he was closely followed by a man in his 30s wearing a very expensive suit while carrying a brief case.

"Hello, Who are you?" Sue asked the man as he came towards them.

"Nevermind that which one of you is Johnny Storm?"

"That's me" said Johnny while waving his hand. The man with the brief case smiled and walked over to him while reaching into his jacket pocket. He pulled out a white folded slip of paper and handed it to him.

"You've been served Mr. Storm….I'll see you in court" The man replied before turning and quickly walking out of the lab. Sue snatched the folded paper from Johnny while he, Reed and Ben stared at the retreating man's form. Sue opened the paper and she gave it a quick read.

"Oh My God….Johnny you're being sued for assault!" she exclaimed looking up from the paper and at her younger brother.

"WHAT!" he yelled back "Who's suing me?"

"Some guy name Dr. Jarrod Domos….Johnny did you assault this man?" she asked shaking the paper.

"No, I just went to ask him some questions today about that….illegal stuff" he said and as the words left his mouth a look passed across his face.

"What is it? What is that look?" Sue demanded "Did you suddenly remember assaulting him?"

"Sue I didn't assault that guy…he's lying"

"You left outta here pretty heated flame brain" chimed Ben.

"What did I tell you before you left we're not vigilantes this is not what we do." Said Sue forcibly.

"I KNOW THAT SUE! HE'S LYING!" he shouted back at her before calming himself down "Okay I was pissed when I left but I didn't touch that guy" Johnny replied moving away from them and walking over to the work station and leaning on it and releasing a sigh. His teammates watched him and then they looked between each other.

Johnny leaned on the counter but all the while he was trying to figure out why the hell would Dr. Domos try to sue him but as he thought it over he remember how funny the doctor was acting.

'_Wait….Reed said this stuff was illegal, and as soon as I showed him the sheet he went quiet….He knew more than he was letting on. I bet he lied to me….he probably knows the guy who's got Gwen. This lawsuit is just a way to keep me away._' Johnny theorized in his head, he balled up his fist in anger, clenched his eyes closed for a second and then he opened them but as he opened them he saw a hand held injection gun that had a vial of light purple liquid inside_, 'Fine….if he wants assault I'll give him assault'_ he thought angrily as he grabbed the injection gun.

"HEY, is this the serum?" he suddenly asked holding the device up.

"Yes" Reed answered slowly.

A tense silence passed between the four of them before the silence was broken by Johnny.

"FLAME ON!" he shouted suddenly igniting brightly and blinding his teammates for a brief second, but it was in that second that he pushed off of the ground and he flew out of the lab with the gun in hand.

"JOHNNY!" Sue yelled watching his trail of fire go over the balcony and fly away from them.

* * *

**In the Air**

**DEET! DEET!** went the 4 on the Human Torch's chest.

"JOHNNY! YOU GET BACK HERE RIGHT NOW! WHATEVER YOU'RE THINKING ABOUT DOING…." Sue started to yell over the line.

Johnny paid her yelling no mind as he reached to his chest with his left hand and he grabbed the 4 on his chest and squeezed as tightly as he could.

**CRICK! CRACK!** Went the sound of the 4 breaking and Sue being cut off.

"Sorry Sue but tonight I am a vigilante and I'm going to get Gwen back" he stated flying higher in the air and towards New Jersey.

* * *

**Down Below**

"LUKE GET ME CLOSER!" shouted Daredevil at the top of his lungs from atop of the hood. They were speeding down the streets of Manhattan chasing after the Punisher, all three of them determined to catch him. Luke heard the shout and he floored the gas pedal of the car that he was driving.

* * *

**The Punisher**

Frank Castle looked into the rear view mirror to see that his pursuers were gaining on him so quickly that he could see Daredevil's bared teeth. He narrowed his eyes and he waited. As Daredevil came closer and closer he slammed his foot on the brake and once again his car halted.

* * *

Daredevil heard him slam his feet on the break as well as the breaks on the police squad car clamp down on the wheels and make the car stop in its tracks. He had enough time to gasp and perform an awkward jump before the end of the squad car bashed into the front end of the Luke's car.

**BAMMM!**

Daredevil was airborne for a second before he came down on top of the squad car, he quickly grabbed hold of the sirens on the vehicle and held on for dear life as the car twisted to the right and almost threw him off.

The squad car suddenly lurched forward with a thud as it hit the ground and zoomed off down the street. DD turned his head to see Luke and Danny still on their trail but their car was smoking.

The Man Without Fear gritted his teeth and straightened himself on the roof of the car he rose up and started to make his way to the driver's side but before he could do that his hearing alerted him to the cocking of a gun, which then showed him the outline of Frank holding his weapon upwards and at the roof. Daredevil scooted backwards as bullets ripped through the roof right in his previous spot.

**POW! POW! POW!**

* * *

**Luke and Danny**

"DAMMIT! I THINK THAT LAST HIT BLEW OUT SOMETHING IN THE ENGINE!" Luke shouted as he put on the window shield wipers to wipe away the smoke and black dust that was building on the window.

"DO we still have enough juice to catch up?" Danny asked while rolling down his window.

"I think so….why?" Luke asked but he received his answer when he saw Danny concentrate and then his right fist glow a bright yellow color.

Luke smirked and he once again floored the gas pedal despite all of the thick smoke emerging from the engine.

* * *

**The Road**

The car Luke was driving sputtered but gained enough speed to slowly approach the speeding squad car. Iron fist closed his eyes and concentrated for a minute before his right fist glowing wildly. He cocked his fist back and punched his door knocking it off its hinges allowing the cold night air into the car.

"I swear if this was my car I would be pissed" said Luke under his breath.

"CLOSER LUKE!" Danny shouted. The car sped up just a bit more.

Iron Fist could see the back door getting closer and closer and he leaned out of the car a little bit. Once they were close enough he cocked his fist back and delivered a solid chi power fist to the door.

* * *

**Squad Car- Back Seat**

Angelo was still banging his shoulder against the right side of the door desperately trying to get away from all of the craziness. He slammed his shoulder into the door one more time until he suddenly heard the sound of the door on the left side of the car caving inwards and then falling off.

**RUNCH!** Went the sound.

Angelo jumped and whipped to the left right as the door fell off of its hinges. He stared straight and he saw a man in a yellow and green costume hanging out of a speeding car with his hand held out.

"COME ON!" Iron Fist shouted.

Angelo shook himself from his stupor and quickly scooted over to the new opening.

* * *

**Front Seat**

**POW! POW! CLICK! CLICK! CLICK!** Went the sound of Frank's gun, he growled to himself when it went empty and then he tossed it to the passenger's seat.

**RUNCH!**

The squad car shook from the hit and the Punisher turned his head to see the left backseat door fall off the hinges and Iron Fist hold out his hand. He then heard and saw Angelo scooting towards the opening and he bared his teeth again. Frank turned his eyes back to the road and that's when he saw a semi-truck driving down the street on the other side of the road and upon seeing the Semi a quick plan formed in his mind. He glanced behind himself again and he waited.

* * *

**The Road**

Iron Fist leaned out just a little bit more and was about to grabbed the handcuffed Angelo Fortunato when the squad car suddenly swerved and slammed into them so hard that they went careening towards the opposite side of the road.

* * *

Luke tried his best to keep the spinning car in control but it was proving to be easier said than done.

Danny grabbed onto the frame of the car and held on for dear life.

"HOLD ON!" shouted Luke as he violently twisted the wheel and finally straightened them out from their spin but right as they came out of their spin they both saw the bright headlights of the oncoming Semi-tractor trailer truck.

**HONK! HONK! HONK!**

"OH SH…" Iron Fist started but he was interrupted when he felt a hand on his back followed by the weightlessness of being pushed out of the car by Luke Cage right as the car was hit.

**BAMMM!** The Semi smashed into the car sending into tilting to the left and then flipping over.

**BANG! BOOM! CRUNCH!** Went the sound of the car as it tumbled all over the road sending other cars swerving out of the way.

* * *

Iron Fist came to a rolling stop and he let out a few gasp of pain as he pushed himself up and off the asphalt. He looked up just as the car he was previously in hang in the air and then come slamming down to the ground.

"LUKE!"

* * *

**Squad Car**

"LUKE!" shouted Daredevil as he heard and then 'saw' an outline of the spectacular crash. The scarlet clad vigilante gritted his teeth in anger and then tilted his head down, from all of the sounds around him, the honking, the screeching of the tires and the whipping of the wind he could _'see'_ Frank and he could _'see'_ Angelo, who was leaning out the side opening that had been made by Iron Fist.

* * *

**Inside the Car- Backseat**

Angelo looked out of the car and at the road that was quickly passing him by.

'_Jump you coward'_ he commanded in his mind _'JUMP!'_ He sucked in a few breaths of air but The Punisher's voice stopped him.

"If you jump you die" he stated.

"I'd rather die on my own terms than on yours Castle" he snapped. Frank looked up into the rear view mirror and they both caught each others eyes.

"TELL ME WHERE YOUR FATHER IS AND I'LL LET YOU GO!"

"F** Y…." Angelo started before two red clad fists reached through the opening and yanked him out of the car and to the roof.

* * *

**Squad Car- Roof**

"WHAT ARE YOU DOING!?" Angelo shouted as Daredevil grabbed him by the collar of his clothes.

"SHUT UP!" Daredevil growled back. The Man without fear looked up and he 'saw' a light pole coming his way. He held up his club and with a quick twist he separated the two and they stayed connected by a thin wire. He spun one half of the club and threw it at the light pole where it wrapped around the head tightly. Daredevil grunted as he and Angelo were pulled off of the roof of the squad car and hung in the air.

* * *

**Inside the Squad car  
**

The Punisher looked into the rear view mirror again and his eyes widen as he saw Daredevil and Angelo hanging from the light pole.

"GODDAMN IT!" he yelled in anger, he banged his fist on the dash before twisting on the wheel and making the squad car he was driving do a 180 degree turn. He slammed his foot on the brakes and he stared straight ahead.

He watched as Daredevil lowered himself and Angelo safely down to the ground. Frank turned his head to the passenger's seat and he eyed the empty gun he had discarded and a plan started to form in his mind. The hardened warrior reached for the gun and for a spare clip on his waist.

* * *

**Few Feet Away**

Daredevil and Angelo hit the ground and the younger man wrestled himself out of DD's grasp but it was then that he noticed that his hands were un-cuffed. He looked at his free hands and then back at Daredevil.

"You…did you…" he started.

"GET OUT OF HERE!" Daredevil shouted.

**SCREEEECH!** DD turned his head to see the squad car pull a 180 and turn around and shine the lights upon the two of them.

Daredevil stood his ground stared straight ahead.

"Listen to me….get out of here now"

"You don't have to tell me twice….I'm outta here. Thanks for the help"

"You can keep your thanks Fortunato….I know what you and your father are and after I'm done with Castle I'm coming after the both of you…..I know your scent and I know your heartbeat…..there is nowhere you can go that I won't find you" Daredevil replied in a serious voice. He turned his head to Angelo and Angelo looked back at him.

**SCREEEEEEEEEEEEEEEEEEECH **went the sound of the squad car speeding towards the two of them.

"GO!"

Angelo turned and started off down the sidewalk running as fast as his legs could carry him while Daredevil continued to stand his ground un-afraid of the car speeding right for him. The Man Without Fear stood still, he could hear the tires gripping the road, he could hear the motor in the engine pumping and he could smell the smoke coming from the exhaust. It was getting closer and closer to him and yet he didn't falter he stood strong.

The seconds ticked slowly and everything slowed down for a moment as the two enemies stared at each other and then it happened.

Daredevil sprung upwards and flipped in the air just as the car was about to cleave him in two but as Daredevil executed his plan so did the Punisher. Once the Punisher saw Daredevil leave the ground he pushed open the cracked driver's side door and jumped out allowing the car to continue on and directly into the brick wall of the building that was behind the scarlet clad hero.

**BAAAAMMMMMMMMM!** Went the sound of the car cracking into the wall breaking through the bricks.

* * *

The Punisher let out a groan of pain and then quickly rolled over and aimed his gun at Daredevil who was approaching him. DD stopped in his tracks and they looked at each other again.

"Give it up Castle….you're empty"

"Changed clips boy" he replied.

"I can dodge bullets" Daredevil stated strongly hoping that he buy the lie.

"And I can shoot the wings off of a fly" he replied just as strongly, out of the corner of his eyes he saw the tail end of the squad car he had just been driving and he saw that there was gasoline leaking out of the tank and that's when another idea formed in his mind.

"Give it up Castle…..it's over" Daredevil growled.

"Nothing. Is. Over." The Punisher said forcibly before turning his gun away from Daredevil and opening fire upon the leaking squad car that was behind him. DD turned his head and that's when he finally caught onto the smell of gasoline.

'_NO!'_ he shouted in his mind as he saw the bullets chipping the tank.

**PING! PING! PIN…KCHCCSSSSSSSSSS KABOOOOOOOOOOOOOOOOOOOM!** The squad car exploded in a shower of fire and metal, the force from the explosion hit DD like a tidal wave and lifted him up off of the ground and blew him away. The scarlet clad vigilante flew back and hung in the air for a moment before crashing down unto the ground.

"UGH!" he gasped as some blood escaped his lips, nose and ears.

* * *

The Punisher let out a gasp and shook some of the glass from his hair before he rolled up into a sitting position. He looked at the burning car and then glanced to the right see Daredevil laying motionless on the ground a few feet away. The extreme vigilante gritted his teeth and fought his way to his feet. He swayed slightly but he fought through that as well and stalked over to the downed hero.

* * *

The Punisher bent down and rolled Daredevil over onto his back and he aimed his gun at his head and cocked the barrel back. DD's senses were thrown in disarray again but he was able to make out an outline of someone standing over him and knew it could only be one person.

"D-Do….it….p-prove you're just like t-them" he breathlessly groaned out.

"I'm nothing like them…..they are a cancer upon everything and the only way to cure cancer is to cut it out" he growled out.

"Is that…..what…you're going to do to me…..cut me out?" Daredevil asked. The Punisher put his finger on the trigger and he let out a breath.

"I don't want to but you're leaving me no choice."

"The…only cancer is you Frank…you leave death and destruction….in your wake. Killing these…..goons isn't the only way, to beat them."

"Naïve" The Punisher simply replied to Daredevil's comment, the extreme vigilante let out a growl of anger before pulling the trigger.

POW!

"AH!" shouted Daredevil but it wasn't because of being shot, it was because of being so close to the high pitched sound of the gunshot. The Punisher didn't shoot him but he didn't shoot the spot right next to DD's head. Frank bent down towards Daredevil and he grabbed him by the head.

"I want you to remember this moment….what could have happened but didn't. You're being stupid in how you go about dealing with these criminals…..but you're young…still clinging to…certain morals. In about another 5 years if….you're still alive we'll see what you think then. Killing them is the only way to make them understand that for every action there is a reaction and for every crime…..there is Punishment!"

The Punisher raised his gun and brought it directly down on DD's temple effectively knocking him out.

* * *

**WHOOOOO! WHOOO! WHOOO! SCREEEEEECH!** Went the sound of a police car arriving on the scene. The driver side door opened and out stepped Captain George Stacy.

"FRANK!" he screamed.

The Punisher's head whipped up at his name being called and he saw his old friend and partner George Stacy standing a few feet away.

"GET IN NOW!" George yelled.

The Punisher could hear more cop cars coming and he knew that the only way out was through George, so he quickly limped/ran over to the police car and opened the passenger side door and got inside.

The car then sped down the road leaving the unconscious vigilante in the middle of the road.

* * *

**George and Frank**

Captain Stacy glanced to the right and he saw all of the bruises and cuts on Frank's face and body plus the dried blood and he just had to shake his head.

"Frank"

"George" The Punisher replied.

"They got my daughter"

"…..Gwen?" Frank questioned after a moment.

"Yeah"

"What was the deal?" The Punisher asked turning to him.

"Take you in….dead or alive"

"What are you going to do?"

"….the exact same thing a…friend of mine is doing…I'm gonna change the rules. Where is Angelo, they said over the radio you had him"

"He got away….but he couldn't have gotten far. He turned the corner up ahead."

"Hold on." Said Captain Stacy and he twisted the wheel to the right.

* * *

They turned the corner and sped down the road both of them searching for Angelo Fortunato and it wasn't long before they spotted him tearing down the sidewalk.

"STOP! THERE HE IS!" shouted The Punisher.

Captain Stacy stepped on the gas and sped up just a little bit trying to catch up to their target.

* * *

Angelo ran, he knew he had to get away and so he ran as fast as he could. He looked up to see a cross walk and was about to cross the street when a cop car suddenly cut him off. He looked through the window to see the face of Frank Castle staring back. Adrenaline flooded his body as backed away and turned to the right and ran away.

The Punisher opened the door and quickly got out of the police car.

* * *

"ANGELO!" he yelled taking off down the sidewalk after him.

"FRANK!" Captain Stacy yelled as he too got out of the car and chased after the both of them.

* * *

Angelo turned his head and all his eyes could fixate on was the snarl and look of rage plastered on the face of the Punisher. A face that promised nothing but pain and anguish if he caught up to him so he pushed all of his fear into his running. He turned his head around and as he was running he saw a man up ahead with a cell phone. He huffed and ran towards the woman and when he neared her he grabbed her phone.

"HEY!"

"SHUT UP!" Angelo roared while ending her call and then dialing a set of number he knew by heart.

**RING! RING! RING! CLICK!**

"Who is this?" came the voice of Don Vincente Fortunato

"DAD IT"S ME!"

"Angelo…you're free"

"Not for long….Castle is on my ass…he's going to kill me"

"WHAT!? The Police…."

"CAN"T STOP HIM! MY FEET ARE KILLING ME DAD! I CAN'T KEEP RUNNING FROM HIM"

"….I know someone who can. Where are you?"

Angelo looked around and he spotted some signs"

"I think somewhere in Midtown or…..approaching Midtown"

**POW! POW!** Went the sound of several gunshots

"AH!"

"Just keep running…..help is on the way"

**CLICK!**

Angelo growled and then tossed the phone away. He turned around to see The Punisher take aim. Angelo turned back around and he saw the entrance to the subway, so he steeled himself and jumped right as a bullet passed over him.

* * *

"FRANK ARE YOU INSANE OPENING FIRE IN THE PUBLIC!" shouted Captain Stacy.

"You forget I'm a crack shot no civilian is gonna get harmed" The Punisher replied quickly.

* * *

"OOOMPH! AHHH! RAHH!" shouted Angelo as he tumbled down the steps of the subway entrance. He hit the bottom of the step banging his head but he couldn't dwell on it because it was then that the Punisher appeared at the top of the steps with Captain Stacy beside him. Angelo shook his head and pushed himself up and ran towards the toll railing and jumped over it and then into the thick crowd of people that were waiting for the train.

* * *

The Punisher and Captain Stacy ran down the steps and then they both hopped the railing and chased after Angelo who was knocking people down left and right trying to get away.

"ANGELO!" The Punisher shouted raising his gun.

"FRANK NO!"

"GUN!" someone shouted out and upon that single shout the crowd of people went crazy. The people started shouting and pointing and few of the braver New York citizens lunged at the Punisher and grabbed him trying to take his gun away.

"LEAVE HIM ALONE! POLICE!" Captain Stacy tried to shout over the noise. As the commotion continued no one notice as a mother and her baby fell over the edge of the platform and down onto the tracks.

* * *

**HONK! HONK!** Came the chime of the train.

"GET THE HELL OFF OF HIM! NYPD!" shouted Captain Stacy holding his badge up so everyone could see; "NOW EVERYBODY GET…."

"OH MY GOD THERE IS SOMEONE ON THE TRACKS!"

Captain Stacy and the Punisher turned around to see the woman and her baby on the tracks. She had fallen on her back and her baby was on top of her crying.

**HONK! HONK! **

"SH**!" Captain Stacy shouted quickly holstering his gun and then jumping over the platform and onto the tracks.

The Punisher, however saw the woman, the baby and the train but he also saw Angelo Fortunato running towards the exit.

"FRANK!"

The Punisher turned his head to see George holding up the baby and with great reluctance he ran over to the edge and he gently grabbed the baby.

**HONK! HONK!**

Captain Stacy saw the train approaching and quickly bent down to the woman and hoisted her up over his shoulder. He turned to see the train was almost upon them, he turned to the platform to see the Punisher's out stretched hand and without question he grabbed it.

The Punisher pulled him and the lady up onto the platform just as the train's breaks latched on.

Captain Stacy looked at the train and then at the woman and baby and finally Frank. He let out a breath of relief before rising up and checking the woman out.

"Ms…..Ms. can you hear me?" he asked, but while he was doing that the Punisher got to his feet and ran in the direction he last saw Angelo.

Captain Stacy looked up to see him running away.

"Damn it….FRANK! SH**!" he growled getting to his feet, and starting after him "SOMEONE CALL 911!" he shouted. He hated leaving the woman but he knew he couldn't loose Frank and he knew he couldn't loose Angelo because if he lost either of them then his daughter would die.

* * *

**Side walk**

Angelo ran up another set of steps and found himself back onto a busy sidewalk. He stopped at the top to catch his breath savoring the sweet oxygen that his muscles desperately needed. He was sucking in his third breath when he turned to see the Punisher and Captain Stacy coming up the steps.

"DAMN IT!" he said before taking off again.

* * *

The Punisher and Captain Stacy quickly reached the top and caught Angelo in their sights.

"ANGELO STOP!" Captain Stacy yelled at the top of his lungs.

"F*** YOU!" Angelo yelled back.

"WE'RE GOING TO CATCH YOU!" the Captain yelled.

"NO YOU WON"T! YOU CAN'T CATCH THE UNCATCHABLE! ISN'T THAT RIGHT CASTLE!"

"ANGELO!" The Punisher shouted. The comment stirred something deep within him and it spurred him to go faster and that's exactly what he did.

* * *

Angelo heard his name being called and he tried to double his pace but his legs and chest were burning signaling that he was getting tired.

Angelo turned the corner and he ran right into a fruit vendor cart knocking it over and falling to the ground.

"HEY!" the vendor shouted.

"SHUT THE F*** UP!" Angelo shouted back getting to his feet and continuing his running.

The Punisher and Captain Stacy turned the corner and they both jumped over the overturned cart and continued after the fleeing young man.

* * *

The Punisher increased his speed despite how badly his body was hurting. Angelo was his only lead to his father so he knew he couldn't lose him; faster and faster he ran. The aged vigilante gained on the young man and reached out getting ready to grab him by the back of his coat but right before he could grab him a web line snagged him and yanked him backwards.

Captain Stacy came to a stop as the Punisher came flying towards him; he had just enough time to move out of the way. The Captain looked up as Spider-Man came swinging by overhead and grabbed Angelo and swung away with him.

"Kid, what the hell are you doing?" he whispered to himself staring upwards.

"NO!" The Punisher yelled staring up as well.

* * *

**Elsewhere- New Jersey Neilson's Chemical Plant**

The Human Torch flew straight for the chemical plant front entrance. He burst through the doors scaring a few of the employees that were leaving but he didn't pay them any attention. He extinguished his flames, clipped the injection gun to a loop on the waist of his costume and then stormed through the building and to the office of one Dr. Jarrod Domos.

* * *

**Dr. Domos- Office**

**KABOOM! **Went the sound of the doors being blown off of the hinges. Johnny stepped through the door with his hands and head on fire. He searched the office and his eyes landed on Dr. Domos who was cowering in the corner a bit at the sight of him.

"You lied to me" Johnny growled.

"I'm sorry I couldn't tell you the truth…..he would kill me if I did" Dr. Domos replied very quickly.

"So you do supply that chemical"

"Yes, we ship it out….to a private associate of mine….off the books of course"

"WHO!" Johnny demanded.

"His name is Calvin Zabo….a brilliant chemist but disgraced as well" said Dr. Domos. Johnny slowly walked over to the Doctor and he grabbed a handful of his clothes. He let a little of his heat filter through and as a result some of Dr. Domos's clothes singed and heated up.

"STOP! PLEASE! STOP!"

"WHERE IS HE!?"

* * *

**Present- Queens, Forrest Hills- Parker Household- Attic**

Peter Parker was sitting in his attic dressed in his Spider-Man gear but he had his mask off. He sat hunched over his computer which had all the electronic wiring out; he was expertly fiddling with the wiring inside of the computer in hopes of being able to go through with his plan to rescue Gwen.

As soon as he had stolen the black phone from Don Fortunato he had webbed-swinged back to his house to put his plan into motion. Peter leaned up from the computer and he let out a sigh.

'_Okay….I think that should do it….now to see if it will turn on'_ he thought to himself as he pressed the on button to his computer. The computer flicked on and it began to boot up, _'Okay so far so good…..now I'll just have to connect these blue wires to the phone and then I think I'll be able to traces the points of origin' _

Peter had come up with the idea to use his computer as a GPS tracker for the black phone. He figured that if he could somehow jury rig the black phone to his computer and then place a call then he'd be able to trace from where the call was made and then to the exact place the signal went….almost like two cups attached to a piece of string. Peter turned around his chair and then looked around his attic. He spotted some connector claps from one of his many discarded earlier inventions and he quickly shot a web-line at them and pulled them to his hand. Peter ripped the webbing off and attached the first two connecters to the ends of the blue wires and then he picked up the black phone.

'_Wait a minute'_ he thought while stopping himself '_This could work….but then again it may not work…I'll have to test it out. I'm only going to have one shot at this. I know I can use my cell phone first.'_

Peter put the black phone down and he picked up his own cell phone. He took the back off and he held up the other two connector ends. He clipped one end of the connector onto a small metal bar in the back of the phone and then the other clamp to the phone's antenna.

He then quickly pulled up a working map 3d map of New York City and then he straightened up.

"Okay….genius…..moment of truth. I'll call Mary Jane….just to see how accurate this thing will be" he said to himself flipping his phone open and the dialing Mary Jane's phone number.

**RING! RING! RING! RING! RING! CLICK!**

"Pete…what the hell it's…."

**KCHCSSSSSSSSS POP! **Went the sound of his phone short circuiting, Peter jumped a bit and dropped the smoking phone on the ground.

"Damn" he whispered staring at it.

**PING! DEET!** Peter whipped his head to the computer to see the map on the screen switch to Queens. The map put a dot on his house and then a line formed to a house that was down the street.

"YES!" he shouted in happiness because of how accurate the map was showing the signals. Peter quickly grabbed the connectors from his dead phone and then the black phone. He took the back off of the black phone and he attached one connector to a thin metal conduit and then one connector to the antenna, "Alright….only got one shot. I just pray to God that the last call made on this phone was to the guy that has Gwen. Come on God….I could use some good luck right about now" he said to himself. Peter turned the black phone over and he pressed send.

The cell phone loudly toggled through several numbers before he heard ringing.

**RING! RING! RING! RING! CLICK!**

"Fortunato…I'm here. What do you want I'm just about to execute...…."

**KCHSSSSSSSSSS! POP! **Went the sound of the phone short circuiting.

"Execute" Peter repeated in panic "Oh no….Oh no…nononono…come on…come on….where are you?" he continued in panic.

**PING! PING! DEET! **

Peter stared at the map as it switched from Queens and it pulled up Manhattan, he leaned in close to the map as a line was drawn from his house in Queens all the way towards a blinking dot in Manhattan.

"Looks like somewhere around the Meatpacking District. Hold on Gwen I'm coming" He whispered to himself. Peter studied the map for several beats before grabbing his mask and then jumping out of the attic window.

* * *

**Location Unknown**

"Hello….Fortunato."

Zabo took the cell phone away from his ear and put it down on his make shift lab table.

"That was strange" he commented to himself while looking at the phone "It doesn't matter though…..I...we have to prepare for our guest don't we. Johnny Storm. The Human Torch, it'll be interesting to see how well the new formula works against him, but first…before I engage him I have to make sure that our little guest is sedated" he said while standing up. He walked over to a tray with some soup, crackers and a glass of water. He picked up the tray and then turned and walked down the long brick corridor.

* * *

**Gwen's Dungeon cell**

Gwen grunted and shimmied in her bonds and after hours and hours of trying she finally got her hands free.

'_YES!'_ she shouted in her mind as the rope around her hands fell away. She held up her wrist and looked at the angry red chaffed skin, it was painful but she pushed the pain to the back of her mind. Her hands immediately went to her face and removed the gag and she sucked in a breath. Gwen wriggled her shoulders and with her hands free it was easier to get the ropes around her arms to move upwards and towards her head, the ropes slackened considerably and she was able to move them over her head and to the ground.

'_Gotta hurry before he comes back'_ she thought while moving her hands to the ropes around her feet. Gwen grabbed and tugged while shimming her feet and after a few tense seconds her struggles paid off and the ropes were removed. She quickly got to her feet and she looked at the door in front of her, it was the only way in and only way out. Her heart was pounding, adrenaline pumping making it go even faster, her heart threatening to beat right out of her chest but she controlled it after a minute. She calmed herself down and tried to remember not to panic.

'_Don't panic….Don't panic….Don't panic' _

**Thud! Thud! Thud!** Went the sound of approaching footsteps.

'_Okay PANIC! PANIC!'_ she shouted in her mind. Gwen looked for something…anything that she could use to defend herself with, but the dungeon cell she was inside was bare, however there was an old wooden chair pushed under the desk that Zabo had his camera on. Gwen swallowed then hurried over to the chair and she easily picked it up.

* * *

**CLANK! CREAK!**

"Time to eat Gwendolyn my dear" came the cheery voice of Calvin Zabo, he had the tray of food prepared for his involuntary guest in his hands. He opened the door and to his horror he didn't see Gwen on the beat up mattress. All he saw was her discarded ropes.

"Clever little girl" he said

"F*** YOU!" came a roar. Zabo turned his head to the right and from around the door came the wooden chair and it smack him right in the face.

**BAM!** The chair hit him and smashed to pieces; the force of the blow knocked Zabo to the ground and spilled food he was carrying.

Gwen stepped from around the door and she looked at him on the ground.

"Bastard" she whispered walking towards him, she lifted the remaining wooden chair pieces in her hands and she slammed it down upon him with all of her strength.

"F*** YOU!" she shouted again bashing him over the head.

**WHAM! WHAM! WHAM! **She kept hitting him until her arms grew tired and even then she managed to hit him one more time. She held up the splinters of the wooden chair in her hands and stared down at his motionless body. There was some blood pooling under his head and upon seeing it Gwen relaxed a bit, she then spit on the ground and then stepped over his body.

* * *

Zabo was hurt but he wasn't unconscious, once he felt her stop hitting him he laid still until he felt her pass over him. He lifted his bloody head and then with his right hand he lashed out and grabbed her left ankle.

"AH!" shouted Gwen as she felt his hand on her ankle. She turned and she stared into his bloody face.

"THAT….WASN"T…..VERY….NICE!" he growled to her with a sick smile upon his face. Zabo pulled her off of her feet and she hit the stone concrete very hard. Once she hit the floor , Zabo, with his free hand reached into his pants pocket and he pulled out a vial of clear liquid.

"Ah…it didn't break" he commented with a smile.

"GET OFF!" shouted Gwen lifting her foot and then kicking him in the face. The hard strike to his face was enough to make him let her go and she quickly scooted away from him.

Zabo growled at her and started to push himself up and off of the ground. Gwen forced herself up to her feet and she turned and ran away.

Zabo watched her run and a smile formed on his face.

"Time to come out and play…..Mr. Hyde" he said popping the top the vial. He opened his mouth and poured the contents down his throat.

* * *

**Meatpacking District**

Spider-Man landed on the edge of a flagpole and he looked around.

"I got here in record time…but dammit she could be anywhere" he angrily said to himself "Come on God….I said I need some good luck"

"GWEN!" came a shout.

Spider-Man jerked his head up to the sky to see a trail of fire fly over head.

"Johnny?" Spider-Man questioned as he saw him, "Coincidence…..not a chance" he said jumping off of the flagpole and swinging after the Human Torch.

* * *

**Benny's Bodega**

Johnny Storm landed in front of the boarded up and rundown bodega, he quickly clipped the injection gun to his waist again and he immediately ran to the chained entrance. He grabbed the chains that were around the doors and he ignited his hands and the lock melted into a puddle on the ground. Once the chains were off he threw the doors open and he ventured inside.

* * *

**Inside **

Johnny entered into the dusty and barren bodega and he looked around.

"GWEN!" he shouted "Dammit…that guy said he was here" Johnny growled.

"And what guy was that?"

Johnny jumped back and ignited his hands as Spider-Man dropped down from the ceiling in front of him.

"Spider-Man!?" Johnny exclaimed, "What are you doing here?"

"The same reason why you're here apparently….I'm looking for Gwen Stacy"

"What?"

"AHHHHHHHHHHHHH!" came a muffled scream that they both heard. They whipped around and at the same time they rushed towards the back of the old Bodega, and once they were there they saw a door. Spider-man jumped and kicked the door down to reveal a set of steps going downward and into the dark. The wall-crawler glanced over his shoulders and Johnny pushed passed him and ignited his hand and ventured down the steps.

* * *

**Basement **

The two heroes touched the basement floor and they both released a frustrated sigh because there was nothing in the basement except old dusty paint cans.

"Dead end" Johnny growled.

"Can't be…we both heard the scream"

"Hey, how did you know Gwen was kidnapped?" Johnny suddenly asked.

"Captain Stacy" Spider-Man replied "You?"

"I was there when she was kidnapped" Johnny replied.

"WHAT!?" Spider-Man exclaimed. He whipped around and grabbed Johnny by the front of his costume and effortlessly lifted him up.

"HEY!"

"YOU WERE THERE AND YOU LET HER GET KIDNAPPED!"

"GET YOUR HANDS OFF OF ME!" Johnny roared his eyes glowing with flames.

"AHHHHHHHHHHH!"

The two angry teens stopped their bickering when they heard the scream again. Spider-Man released his hold on Johnny and then curiously looked at the floor beneath their feet. He tilted his head a bit in a thinking manor before bending down to the ground. He lowered his ear to the dusty floor and he listened.

"AHHHHHH!"

Spider-Man jerked his head away from the ground and then looked at Johnny.

"Burn a hole in the ground" he stated.

"Wha…." Johnny started.

"JUST DO IT!" Spider-Man yelled.

"Stand Back…..FLAME ON!"

Johnny ignited his feet and he lifted off of the ground while Spider-Man jumped and stuck to the wall. Johnny pointed his hands down at the ground and a steady stream of fire poured from his hands. He slowly started to turn in the air creating a massive hole. The concrete started to melt and sink inwards.

**CRACK! CRACK CRUMBLE!** Went the sound of the floor caving inward.

* * *

**Down Below**

Spider-Man and Johnny lowered down into the giant hole that he created and they both were blown away by what they saw, it was a deep underground maze of stone brick corridors. They saw several entrances to long dark corridors that looked like it led deeper into the maze and deeper into the bowls of New York City's underground.

"Where are we?" Johnny asked looking around creepy interior.

"Some type of catacombs…..looks like this has been here for years. I bet no one even bothered to document this before they built the Bodega over it"

"Pfftt…New York" Johnny commented.

"AHHHHH!" came another pained screamed. They turned around to the sound and stared down the dark corridor behind them.

"Well…we know not to go that way right" Spider-Man joked.

"Why do I suddenly feel like I'm in that Quentin Tarantino movie…what was the name of it…it was the one with that sexy chick and the snake…and she was dancing and George Clooney was a total badass." said Johnny.

"From Dusk Till Dawn" Spider-Man answered quickly.

"Yeah, that one"

"Probably because this is the part where vampires rush out and try to kill us"

"It's a good thing that Vampires aren't real then huh?"

"You know something Johnny, a week ago I would have agreed with you"

"HELP ME!" a voice they both recognized echoed through one of the corridors. The two briefly looked at each other before running down the corridor they heard the echo.

* * *

**Lab**

"AHHHHHHH!" came a pained scream. Gwen ran away from the scream and she found herself in some sort of make shift chemical lab, with tables full of beakers, vials, and other scientific equipment.

"Where the hell am I?" she gasped as she looked around the room. Her eyes darted in every direction and that's when her eyes landed on a black cell phone on one of the tables. Her eyes widen and a smile appeared on her face. She ran to the phone and grabbed it, and without thinking she dialed several numbers that she knew by heart.

**RING! RING! RING! RING! CLICK!**

"The number you have reached is unavailable please call back later"

"GODDAMN IT PETER!" Gwen shouted ending the call "Okay…Okay" Gwen gasped again dialing a few more numbers.

**RING! RING! RING! CLICK! **

"Who is this?" came the voice of Captain Stacy

"DAD!"

"GWEN! GWEN BABY IS THAT YOU!"

"Yes it is Dad….it's me"

"Where are you?"

"I don't know I'm in some sort of cave or….."

"**NAUGHTY NAUGHTY!"** came a deep guttural voice that sent a shiver through Gwen's entire body.

* * *

"Gwen! Gwen! Who is that?" Captain Stacy said quickly over the phone but Gwen lowered the phone and turned around. She stared down the corridor she had run from to see a large shadow standing at the entrance.

She stood there in fear…staring at the shadow.

"**It's been a long time since…I've seen such a pretty little flower**" came the deep guttural voice, "**Zabo was wrong to keep you from me**"

Gwen slowly started to back away.

"What….are you?" she asked

"**A Monster**" he replied "**HEHEHAHAHAHAH!" **

"GWEN!"

* * *

Gwen heard her name being shouted by two different but familiar voice. She turned around to see Spider-Man and Johnny Storm emerge from the corridor that was behind her and a feeling of relief washed over her.

The two heroes landed right beside her and she immediately ran to the both of them and then pointed at the shadow at the entrance.

"THAT'S THE GUY THAT KIDNAPPED ME!" she said hurriedly.

* * *

"GWEN! GWEN WHAT'S GOING ON!?" Captain Stacy's voice came over the line.

* * *

Spider-Man and Johnny stepped forward and stared at the large shadowy figure.

"Who are you" Spider-Man demanded.

The massive hulk like being stepped from out of the shadows and revealed himself to the three teens.

"**Call Me….MR. HYDE** **and the three of you are going to die tonight HEHAHAHAHA!**" He growled before jumping high in the air and sailing straight for them.

* * *

**Read and Review: ****Hey Readers, it's me Nomad88 back again with another chapter in the Spider-Man mythos for you reading pleasure. Sorry that it has taken me so long to get an update out but I've been a bit busy. Things are cooling down now so I'll be able to update faster. Anyway I hope you enjoyed the chapter. I really wanted this to be the end of the arc but as with all of my ideas and chapters it was just too big to fit everything in so I had to break it up. I had to add a few extra scenes into the story to make it all gel together. The scenes with Zabo and Gwen, and Johnny and the FF were all added in because I had to take it out of the previous chapter. This chapter was going to be the rescue and closing but I decided that for story purposes it would be better this way. This arc has a ton of moving pieces and kudos to anyone who has been putting everything together. I know with the flash-betweens…it can get a little confusing but hopefully you readers were able to follow my madness LOL! The next chapter is the last chapter in this arc and then we head into a new direction. There will be a short time skip and Peter will start his senior year and he'll be 17 and from there the years will start to go by a bit faster. Oh and From Dusk Till Dawn…awesome movie, I just watched it again for the first time in a long time. Anyway my readers be safe, review(A writer's main source of motivation) and if any of you have any questions comments, rants or raves just send me a PM and I'll get back to you ASAP, this is Nomad88 saying later…..**

**Ps: Batman Beyond: Volume 1 is officially finished, the first volume is complete, I hope that if you haven't dropped by to take a look at the finale then you'll take a chance and do it now since it's finished. I don't know which story I'll start next or if I'll start another story….and what I mean by that is this. I could either start a new story or I could take this time to make a dent in Secret Warrior Spider-Man and TSA: Amazing Spider-Man volume 2. The newest chapter to Secret Warrior is almost up and it might be up before December is out but if it isn't and if we're still here and the 'apocalypse' hasn't happened then it'll be up in January….cool. If any of you have any questions you can either reach me in the review or in a PM….this is me saying later…..**

**Next Up: Gang War: Punishment…..Fulfilled **


	74. Gang War: PunishmentFulfilled

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the Amazing Spider-Man mythos. I am now bringing you the final chapter in this mini-event known as Gang War. I know it's been running a bit long but you can blame my brain for that LOL! Just when I think it's finished I have to add a little something here and there to make the story gel together but I can assure you that this is the last chapter. I left you readers on a cliffhanger so I'm gonna stop talking now but just one last thing READ, REVIEW( A writer's Main source of Motivation) and of course ENJOY!**

**Oh! One last thing though….this is really for all my fellow comic readers. Amazing Spider-Man 700…head to my profile after or before the chapter and you can read my thoughts on the whole thing and what I think about Superior Spider-Man.**

* * *

**Chapter 66: Gang War: Punishment….Fulfilled **

**Meatpacking District- Underground Catacombs**

"**Call Me….MR. HYDE** **and the three of you are going to die tonight HEHAHAHAHA!**" He growled before jumping high in the air and sailing straight for them.

* * *

"GET GWEN OUT OF HERE!" Spider-Man and Johnny shouted at the same time. The two heroes looked at each other briefly until Mr. Hyde's shadow quickly formed over them.

"LOOK OUT!" Gwen screamed jumping to the side and out of the path of the shadow. Johnny and Spider-Man looked up to see the massive Mr. Hyde coming right for them; Spider-Man's spider sense started to buzz so he lifted his left hand shot a web at Johnny and then quickly pulled him along when he jumped out of the way just as Mr. Hyde was about to strike them.

**THOOOOOM!**

Mr. Hyde came down with both of his fists and he smacked the ground with all of his might. The concrete ground splintered and cracked at the sheer strength of the mammoth human being. Mr. Hyde lifted his hands and he let out a snort when he didn't see anyone dead under his hands but he did see a destroyed black cell phone. The massive man lifted his head and sniffed the air and then whipped to the right and his eyes locked onto a visibly frightened Gwen Stacy.

"**I smell your fear my pretty flower….COME HERE!"** he shouted/growled before stomping towards her.

* * *

Spider-Man landed safely on the ground with Johnny in tow and the two looked at Mr. Hyde who was advancing towards Gwen.

"Get Gwen out of here I'll take this guy" Johnny said quickly grabbing the injection gun on his belt, "FLAME ON!"

"JOHNNY WAIT!" shouted Spider-Man but his cries went upon deaf ears as the Human Torch rocketed forward.

* * *

Gwen scooted back as fast as she could when Mr. Hyde started stomping towards her. Mr. Hyde had a sick grin on his face, he was fixated on the retreating Gwen Stacy but suddenly a fiery orange glow illuminated the dimly lit catacomb chamber and caught Mr. Hyde's attention. The fiend turned around just in time to receive a fireball to the face.

"GRAHH!" he roared in pain taking a step back; instinctively his hands went to his face but even though his hands and the fire burns obscured his vision for a minute he could still hear the approaching teen.

* * *

'_He's distracted…now I can inject him with this'_ Johnny thought to himself "ALRIGHT YOU FREAK TIME TO TAKE YOUR MEDICINE!" he shouted while holding up the injection gun. He flew directly for the blind Mr. Hyde but right as he neared him Mr. Hyde reacted faster than anticipated; he snagged the red hot teen out of the air and then swung him around and threw him away.

Johnny went tumbling over a table dropping the injection gun in the process as well as setting fire to the chemicals in the makeshift lab.

**FWOOOSSH! **Went the sound of the chemicals and fire igniting.

The fire and chemicals reacted together quickly and set the whole catacomb alight. The dim lighting was replaced by a bright and chaotic fiery blaze.

Mr. Hyde took his hands away from his face and opened his eyes, there was pain but he welcomed it and used the pain to let his smile grow even bigger. The fiend turned around and looked at the blazing fire.

"**My Lab**" he growled in anger but his attention was drawn away from his burning lab and to the figure that swung over him.

* * *

Spider-Man landed on the ground and rushed towards Gwen who stood to her feet.

"Are you alright?" he asked quickly once he reached her.

"Yeah…but where's Johnny?" she asked looking around, however, the intense flames obscured her vision from seeing him. Spider-man wrapped one arm around her waist before he answered her.

"He can take care of himself right now I have to…"Spider-Man started before his spider-sense came to life. He and Gwen both looked to see Mr. Hyde charging right for them. His face was burnt slightly but what unnerved them the most was the evil grin upon his face.

"**HEHAHA! TRYING TO LEAVE I DON'T THINK SO!" **

"HOLD ON!" Spider-Man shouted crouching low and then jumping in the air. The wall-crawler flew through the air with Gwen in tow and he landed on one of the stone walls in the catacomb but right as he landed his spider-sense came to life again. He turned his head to see an airborne Mr. Hyde coming right for them.

'_MOVE!'_ Spider-Man shouted in his mind as he sprung off the wall just as Mr. Hyde barreled into it with his fist.

**BAM!** The massive fiend missed but he dug his large fingers into the wall to keep himself from falling to the ground which was now consumed by nothing but fire. Mr. Hyde looked to the right to see Spider-Man sticking to the adjacent wall so he prepared himself and then without warning he sprung off the wall and towards his web-spinning foe.

Spider-Man saw him coming and he sprung off the wall and to the ceiling.

* * *

**Ceiling**

"AHHH! OHMYGOD! OHMYGOD! OHMYGOD!" shouted Gwen at the top of her lungs as she hung upside down on the ceiling. The glasses on her face fell off and into the raging fire below, "OHMYGOD! OHMYGOD!"

"That's like right in my ear Gwen" said Spider-Man, he looked down towards the corridor he and Johnny came through only to see that the path was blocked by fire _'Damn…can't get out that way…not without injuring Gwen'_ he thought in his mind before turning his eyes back to Mr. Hyde who turned his head and looked at them.

"EXCUSE ME FOR YOUR PAIN!" Gwen shouted back in sarcasm.

"Gwen listen to me I know you're scared but I swear to you that I won't let anything happen to you. I'm going to save you."

"Is that a promise?" she asked.

"It's a guarantee." He stated strongly.

Gwen tilted her head down and looked at him, he turned his head to her and for a brief moment the two stared at each other. She looked into his reflective lens and a strong sense of déjà vu washed over her but along with that feeling she also felt safe. She felt safe in his arms and she believed him when he said he was going to save her. Gwen nodded her head and wrapped her arms around his neck tightly.

'_SPIDER-SENSE!'_ Spider-Man thought urgently, he reluctantly tore his eyes away from her and looked to see Mr. Hyde heading right for them yet again.

"**COME HERE BUG!"** he growled/yelled.

* * *

**The Floor**

Johnny Storm pushed himself up and he shook his head knocking the cobwebs from his mind. He looked around to see that the entire floor was on fire but he of course wasn't affected by the flames that surrounded him thanks to his cosmic powers.

"God…he's strong. Ugh…shake it off Storm" Johnny whispered to himself

**BAM!**

Johnny heard the sound and he looked up to see Mr. Hyde hanging onto the ceiling by his hands. He was using the stone ceiling like monkey bars while chasing after Spider-Man who had Gwen in his arms but was still managing to stay one step ahead of him.

'_Hold on Gwen'_ Johnny thought to himself rising to his feet and getting ready to jump into the fight but right as he was about to ignite his mind went to the injection device, _'OH NO!' _he shouted looking down on the ground, _'WHERE IS IT!' _

Johnny tried to find it with his eyes but the fire was too thick and smoke was rising and blocking his vision.

'_Gotta get rid of some of these flames…maybe that'll get rid of some of this smoke' _

The Human Torch held out his hands and he concentrated on the flames; it took him a second to make a connection with the fire but once the connection was made the flames in front of him began to draw in towards him. Johnny cracked open his eyes and watched as some of the flames were absorbed into his hands and stored in his body.

"THERE IT IS!" he suddenly shouted as he saw the device. Johnny dropped his hands and ran through the remaining fire and he grabbed the device. He looked it over to see that it was partially melted but he couldn't dwell on it because at that moment he heard Gwen scream.

* * *

**Ceiling **

"AHHHHH!" Gwen screamed as she felt the wind from Mr. Hyde's hand passed over her. Spider-Man back flipped along the ceiling and away from his hanging enemy.

"**HOLD STILL!" **Mr. Hyde growled.

"Don't think so" Spidey replied.

"Aren't you going to fight back?" Gwen asked breathlessly.

"I would but then you might fall." He said to her.

"Well, then by all means keep doing what you're doing"

"**GRAHHH!"** shouted Mr. Hyde as he shuffled along the ceiling towards his prey, his massive hands digging into the concrete roof and propelling him forward.

"HERE HE COMES!" Gwen yelled . Spider-Man prepared himself to jump at a moments notice but another shout caught his attention.

"SPIDEY!"

Spider-Man looked down to see Johnny hovering below them.

"MOVE!"

"Hold on" Spider-Man whispered before pushing off of the ceiling and heading towards the raging fire below.

"AHHHH!" Gwen screamed. Spider-Man shot a web and safely pulled himself and Gwen away from the approach pit of fire on the floor and to the wall on the opposite side of the catacomb chamber.

* * *

Mr. Hyde growled when he saw Spider-Man spring out of the way, he turned to follow him with his eyes but they widen as Johnny appeared below him with his hands raised.

"EAT THIS FREAK!" he shouted unleashing a stream of fire.

Mr. Hyde let go of the roof narrowly avoiding the stream of fire; he fell through the air and was directly on the path for the human torch. He spread his arms and tackled the red hot teen to the ground.

* * *

**The Floor**

The two enemies went tumbling along the ground but just like before Johnny wasn't affected by the fire however Mr. Hyde was not as lucky. The moment he touched the fire his flesh sickenly sizzled and bubbled.

"**AHHHH! RAHHH! AAHAHAHAHAHAHEHEAHAHAH!**" went Mr. Hyde as he rolled.

Johnny pushed himself up just as Mr. Hyde stood up and continued laugh and scream. He shook his head again and took a step towards him but a web line snagged him by the shoulder and yanked him upwards.

* * *

**Up Above **

'_Can't believe my webbing actually stuck to him….I guess that means my webbing is fire retardant'_ Spidey thought to himself but at that moment the webbing that was stuck to Johnny snapped and began to burn, the Human Torch caught himself and floated in the air towards him, _'At least it's fire retardant up to a point'_ he finished.

"What are you doing?" Johnny snapped.

"No, what are you doing matchstick….we need to get out of here….if the fire doesn't kill us the smoke will" Spider-Man snapped back at him.

"_COUGH! COUGH!"_ went Gwen as she inhaled some smoke.

"Gwen" started Johnny before snarling and looking at Spider-Man "GET HER OUT OF HERE YOU IDIOT!"

"I WOULD EXCEPT THERE IS A GIANT BLAZE OF FIRE BLOCKING OUR EXIT!" Spider-Man shouted back at him. He took his hand off of the wall and point towards the corridor. Johnny followed his arm to see what he was talking about and sure enough the corridor was set ablaze just like the floor beneath them. The Human Torch pursed his lips into a thin line and briefly turned back to his ally.

"Follow me." He said flying downwards.

Spider-Man with Gwen in tow jumped off and swung after him.

* * *

**Down Below**

"**RAHH! HEHEAHHAHAHA! I DON"T EVEN FEEL IT!**" yelled Mr. Hyde as he stood among the flames, his flesh was still sizzling but he didn't care, "**Where is my little flower"** he said to himself looking in every direction. He whipped around to see the trio of teens at the corridor entrance. Johnny was hovering there and it looked like was absorbing the flames. Mr. Hyde licked his burned lips and he ran through the fire.

* * *

Johnny hovered at the corridor trying to absorb the flames but the flames had spread all the way down the corridor.

Spider-Man was sticking to the wall anxiously watching him but his spider sense came to life again. He swiveled his head to see Mr. Hyde charging for them.

"CRAP! JOHNNY HURRY UP HERE HE COMES!"

"WHAT?" Johnny exclaimed turning around and sure enough Mr. Hyde was coming right for them. The Human Torch bit his lip and then turned back to the fire, "HEY BUG BOY STAY ON MY ASS AND DO TRY TO KEEP UP!"

Johnny leaned forward and started to fly down the corridor and as he flew the blazing fire was sucked into his body creating a small but safe narrow pathway. Spider-Man jumped off the wall and then shot a web and swung down the pathway making sure to keep himself and Gwen away from the remaining flames.

* * *

Mr. Hyde reached the entrance and he charged down the pathway as well. His massive form scratching against the slim passage way but he paid no attention that, he was solely focused on chasing after his fleeing prey.

* * *

**Corridor **

Johnny flew down the corridor and as he passed he absorbed the flames that consumed the stone walls.

'_I'm absorbing too much of these flames…I can feel it building up…I gotta release it soon. Just hold it together for a few more second Storm'_ Johnny thought to himself.

* * *

Spider-Man swung after the blazing Johnny carefully maneuvering himself and Gwen out of the path of any of the remaining flames.

**THUD! THUD! THUD!**

The web-slinger heard the sounds and he managed to glance over his shoulder to see a burnt and burning Mr. Hyde running after them.

"Jesus!" Spider-Man exclaimed while turning back to Johnny "FASTER JOHNNY! HE'S COMING!"

"I'M TRYING!" Johnny shouted back.

He continued to fly forward and it was then that he saw light at the end of the corridor and it was coming from the hole that he had made just a few minutes ago.

**THUD! THUD!** Johnny turned his head to see Mr. Hyde gaining on them, he turned back to the approaching hole and an idea quickly formed in his mind. The human torch suddenly pulled back slightly and allowed Spider-Man and Gwen to pass him.

"JOHNNY WHAT ARE YOU DOING!?" Gwen screamed.

"JUST KEEP GOING!" he yelled backed.

Spider-Man glanced at him but ultimately he kept swinging forward his only goal was to get Gwen to safety. He shot another web and headed for the light and once he saw it he shot a web and slung them forward until he saw the hole where he shot a web towards to the bodega basement and pulled himself through.

* * *

**Basement**

Spider-Man pulled himself and Gwen up through the hole and right as they swung through Johnny flew up as well but he turned in mid-air and thrusted out his left hand and waited but only a few seconds until unleashing a stream of fire. The young hero timed it so Mr. Hyde would be directly in the path of his attack but right as the fire was unleashed Mr. Hyde jumped and used his hands to shield himself from the fire. The fire scorched his flesh but he endured and reached Johnny and punched him as hard as he could.

**WHAM!** Went the sound of Johnny being hit. The Human Torch went flying and he hit a wall hard so hard that he dented it a bit and as a result of him hitting the wall so hard he lost his concentration and all of the absorbed fire he had been holding in was unleashed like a tidal wave.

**FWAOOOOOOOOOOOOOSH!**

* * *

**Stairs**

Spider-Man was swinging up the stairs when felt painful buzz from his spider-sense.

**FWAOOOOOOOOOOOOOOOOSH!**

"GRAAAAAAAH!" he gasped at the pain in his head right as he was hit in the back by a wave of fire, "AHHHHHHHHHHH!" he screamed. The fire burned his back while propelling him up the remaining portions of the steps and back into the top portion of the abandoned and dusty Bodega.

* * *

**Upstairs**

Spidey and Gwen hit the ground hard and she went rolling out of his arms. The frightened young teen let out several pained gasped and cradled her left arm which had been slightly burned.

"GRR" she growled at the pain but her injures were forgotten when she heard a shout.

"AH! AH! AH! AH! AH!"

Gwen lifted her head and squinted her eyes; she could make out Spider-Man rolling on the ground trying to put out the mini-fire on his back.

"Oh my God." Gwen gasped quickly pushing herself up with her right hand and crawling over to the web-swinging vigilante, _'Gotta help him'_ she thought to herself frantically. Gwen looked at him and then at her left arm; the fire had burned her but also her shirt as well, with her right hand she grabbed a singed and dangling piece of the sleeve and she ripped it off. She continued to rip and rip up she ripped the whole sleeve off; with the piece of clothing in hand she tried her best to help him smother the flame.

"HOLD STILL!" she shouted patting the fire on his back. After a few seconds the fire was put out and Spider-Man stopped his thrashing and laid on the ground breathing heavily.

"GRAH!" he groaned painfully trying to touch his back.

"DON'T TOUCH IT!" Gwen shouted pushing his hand away.

"IT HURTS!"

Gwen stared down at the burned angry red skin on his back and she grimaced.

"I'm not a doctor but I think you have either a 1st degree or 2nd degree burn" she said back to him.

"Great." he gasped out in sarcasm.

Spider-Man let out pained groan and he slowly pushed himself up to his knees.

"No you shouldn't move."

"I'll live Gwen….are you alright?" he asked out of breath.

"Yeah…just a little burn." She replied before a look of horror crossed her face "Oh no Johnny" she gasped turning towards the stairs.

Spider-Man turned his head towards the stairs as well but again his spider-sense urgently came to life.

'_Uh oh'_ he thought in his mind right as Mr. Hyde burst through the door.

**BAM!** Went the sound. The massive man's sudden entrance caught the injured Spider-man by slight surprise. The wall-crawler tried to jump out of the way but Mr. Hyde managed to grabbed by the throat and slam his back into the wall.

* * *

"Oooof" Spider-Man grunted as Mr. Hyde slammed him back first into the wall again, he then held him there and he let a grin cross his terribly burnt and scarred face.

"**I'm gonna use your bones to pick your flesh from my teeth**." He snarled out.

'_Dear…God…look at him….and the smell'_ Spider-Man thought to himself. The majority of Mr. Hyde's skin was burned, his flesh was either sickly blistered or sizzled down to the muscle which gave off of an extremely potent and rancid smell. Spider-Man stared into Mr. Hyde's burned and disfigured face and he had to avert his eyes as the man leaned closer.

"LET GO OF HIM!" Gwen Stacy shouted while rising to her feet.

Mr. Hyde whipped his head towards her and he smiled. At the sight of him and at the sight of his smile Gwen had to avert her eyes as well, even though her vision was partially blurry she could make out enough of his disfigurement.

'_His face…'_ she trailed off in her mind.

"**My flower**" he said before licking his lips or what remained of his lips.

"GWEN RUN!" yelled Spider-Man while grabbing onto Mr. Hyde's hand and struggling to get him to release him. The insane villain turned back to Spider-Man and lifted him up and slammed him into the wall again cracking it and then threw him to the ground.

"Oooomph" Spidey grunted as he hit the floor; he was stunned for about second until his adrenaline and spider sense kicked in, he shot a web a few feet in front of him and pulled himself out of the way of Mr. Hyde's burnt foot that was about to stomp on his back.

**BAM!** Went the sound of his foot making contact with floor.

Spider-Man rolled over and got to his feet, he glanced over his shoulder again and he looked at Gwen.

"GET OUT OF HERE NOW!"

Gwen nodded her head and she turned and ran for the door.

* * *

"**COMEBACK HERE MY SWEET PET!"** Mr. Hyde screamed out.

"HEY! IF YOU WANT HER YOU'LL HAVE TO GO THROUGH ME!" Spider-Man challenged.

"**WITH PLEASURE!"**

Mr. Hyde lunged trying to grab him but Spider-Man sprung up and onto his outstretched hand, Mr. Hyde looked at him and then tried to grab him with his left hand. Spider-Man saw the hand coming and he shot a web at the oncoming hand and then sprung off. The wall-crawler landed on his enemy's peeling and burned back and attached the web. He stuck there for second as Mr. Hyde thrashed about trying to rip the web-line but Spider-Man shot several more webs in an attempt to keep his hand secured.

Mr. Hyde struggled for a few seconds more until he suddenly leaned forward and then crouched low and jumped. He went flying upwards and he not only rammed his back into the ceiling but Spider-Man as well.

"UGH!" Spidey groaned as he hit the floor again. Mr. Hyde took a step forward and whipped around, he bared his teeth and he reached down with his un-webbed right hand and grabbed Spider-Man by the foot.

Mr. Hyde effortlessly lifted him and slammed down onto the ground, he lifted him up again and slammed him down once more before spinning around throwing him towards the old glass window in the front of the Bodega.

Spider-Man went crashing through the window and skidding into the street.

* * *

**Outside **

**SMASH!**

Gwen stopped running and turned to the sound and she saw a broken window and Spider-Man go skidding along the ground.

**BAM!** Gwen gasped a bit as she saw Mr. Hyde burst through the front of old Bodega and stomp towards the downed hero.

**SCREEEECH! **

Gwen whipped around to see the bright high beams of a taxi cab behind her. The taxi driver got out of the car and looked at her with furrowed brows.

"HEY YOU DUMB KID GET OUT OF THE STREET!" he shouted at her before he heard a loud growl; the taxi driver looked past her and at Mr. Hyde who was a few feet away "Oh My God" he whispered in absolute fright.

"YOU HAVE TO HELP ME!" Gwen shouted running to him and grabbing him.

"What?"

**SMASH!**

Gwen and the taxi driver recoiled as Spider-Man suddenly smashed into the front window cracking the glass in the process. They both turned to him and Gwen looked at him with worry in her eyes, she turned her head to Mr. Hyde who was struggling with some webbing.

"G-G-Gwen….g-get…away" Spider-Man struggled to say before he passed out. She looked at him then back at the taxi driver.

"You have to help us" she demanded.

"Screw that. I just got this job but I don't need it that bad, I QUIT!" he shouted breaking her hold over him and taking off down the street as fast as his feet would carry him.

"COWARD!" Gwen roared at the top of her lungs.

* * *

**Few Feet away**

"**RAH!"** shouted Mr. Hyde as he finally ripped free of the webbing that held his hand behind his back "**Stupid Arachnid**" he growled staring ahead to see his enemy on the hood of a taxi cab, but along with seeing Spider-Man he saw Gwen. Upon seeing her he licked his lips and let his sick smile return to his face. He wiped his mouth and he proceeded forward.

* * *

Gwen pursed her lips into a thin line as she made out a semi-blurry image of Mr. Hyde stomping towards them. She contemplated running away but then she looked at Spider-Man who wasn't moving.

'_I can't just leave him'_ she thought to herself but it was then that she was hit with an idea. The cabby had left the keys in the car. She bit her lip then nodded her head and quickly jumped into the driver's seat of the Taxi Cab.

* * *

**Inside**

Gwen closed the door, put on her seatbelt and she shifted the gears into reverse.

'_Now is one of those times I kinda regret I didn't make Dad teach me how to drive….I hope playing Grand theft Auto pays off'_ she thought in her mind before slamming her foot on the gas pedal.

"WHOA!" she shouted feeling the taxi cab tear down the road in reverse.

* * *

The taxi swerved all across the road as Gwen desperately tried to keep control of the vehicle.

**BANG!** Went the sound of the tail end of the taxi hitting a mailbox; the loud sound and the bump managed to rouse the wall-crawler.

* * *

"HUH!" he gasped as he awoke _'Ugh…must've passed out. Am I moving….why am I moving?'_ he continued while looking around. He saw that he was on the hood of a taxi that was speeding in reverse.

**BUMP!** Went the sound of taxi going over a curb.

"Crap!" someone exclaimed.

Spider-man looked through the cracked glass to see Gwen at the driver's seat.

"GWEN! What are you doing!?" he exclaimed.

She glanced at him before turning her attention back to rear window.

"Trying to save us both from that Mr. Hyde guy"

Spider-Man turned back around and he searched for Mr. Hyde but he didn't see him.

'_Spider-sense'_ he thought before looking upward; running and jumping along the roof-tops was Mr. Hyde. Spidey could only shake his head at him. The wall-crawler sat up and carefully steadied himself on the moving vehicle. He clung to the car and he crawled towards the driver's side door so he was right next to Gwen who was still trying to keep the car steady.

"Ten and TWO!" he exclaimed as she narrowly avoided a lamp post and several pedestrians.

"That's only if you're in drive…I'm in reverse" she replied.

"Fair point…..Mr. Hyde is on the roof-tops" he said to her while looking up and at their pursuer again.

"Where?" she asked.

"To your right." he answered

"Never thought I'd be…. speeding down the road in the middle of the night being chased by some guy by the name of Mr. Hyde" she said to him while shaking her head.

"Hmph….Where is Hugh Jackman when you need him?" Spider-Man and Gwen Stacy said at the same time.

The two heard each other and they both briefly looked at the other and smiled.

"Keep us steady. I'm going to try to stall him." He said

"Hurry because I'm blind as a bat over here."

"What?"

"Funny story…I lost my glasses and I have crappy eye sight."

Spider-Man scoffed.

"Look while I'm stalling him ditch the car and run to the nearest police station" he said before climbing to the top of the Taxi.

* * *

Spider-Man stood on the roof and thanks to his clinging abilities he was able to steady himself. He eyed Mr. Hyde and he held up his hands.

**THWIP! THWIP! THWIP!** Went the sound of him firing web-ball after web-ball at the pursuing Mr. Hyde.

* * *

**Up Above**

"**OOF! AH! AH!**" Mr. Hyde grunted as several web-balls smack him in the face and on head, "**Miserable little**" he growled before preparing himself for what he was about to do; he continued run until he reached the edge of the roof. He had been studying Gwen's driving pattern and he predicted that she was about to turn and that's exactly what she did.

The taxi cab turned to the left and that's when he launched himself into the air. He hung there briefly until he began to fall directly towards his targets.

"**HEHE! INCOMING!"**

* * *

**Down Below**

'_CRAP!'_ Spider-Man shouted in his mind seeing the airborne Mr. Hyde; thinking quickly he jumped off of the hood and headed directly for him.

Mr. Hyde saw him coming and reared back his fist and thrusted out a powerful punch but at the last possible second Spider-Man lifted both hands and shot webbing into his face covering his eyes and then twisted out of the way.

Mr. Hyde grabbed at his eyes and tugged at the webbing, and thanks to the webbing it threw him off course and he ended up hitting the ground with a loud thud. Mr. Hyde grunted and shook his head and he stood up, he wasn't too worried or affected by the fall it was the webbing that was obscuring his vision that concerned him. After a few more seconds of tugging he finally ripped it off but it was then that he got a clear view of two red boots aimed for his face.

**BAM!**

* * *

**Few Feet away**

Gwen stared through the cracked mirror of the taxi cab and she could make out Spider-Man and Mr. Hyde fighting. She swallowed hard and said a silent prayer hoping that he would be alright. She then turned back around to see a corner up ahead; Gwen turned the wheel so she could go around the corner but right as the tail end turned she was rear ended by another car.

**BANG!** Went the sound of the two cars meeting in a clash of metal. The taxi swerved and then crashed into a light pole.

"AH!" gasped Gwen as she hit her head hard on the steering wheel and then collapsing on the horn.

**HOOONK!**

* * *

Spider-Man sprung off Mr. Hyde's face and in mid-air he shot two webs at the fiend and pulled himself forward again and slammed both of his feet into his enemy's stomach knocking the wind of him for a brief second.

The stunned Mr. Hyde dropped to a knee because of the solid shot to his stomach.

"**Grrr….I'll…kill…"** he started breathlessly .

Spider-Man landed on the ground beside him and cocked his fist back getting ready to punch him when the sound of a crash caught his attention.

**BANG!**

Spidey turned to the right to see the Taxi cab swerving and then crash into a light pole

**HOONK!** Went the steady sound of the car's horn.

"GWEN!" hey yelled, '_SPIDER SENSE!'_

Spider-Man turned his head around just in time to see Mr. Hyde growl and then lunge forward with a powerful punch.

**WHAM!** The powerful blow sent him flying back and through the glass of a butcher shop.

* * *

"**Annoying Bug"** Mr. Hyde spat in anger.

**HOONK!** The sound of the taxi's horn finally caught his attention and he turned to see that it was unmoving. The villain looked at the taxi and then at the butcher shop; he was debating with himself on which person he wanted to go after the most.

'_I should grind his bones to dust….but….it's been a long time since Zabo has let me so close to a pretty little flower and who knows when I'll get the chance again. The bug can wait'_ he thought to himself. Mr. Hyde straightened himself up and he quickly stomped over to the cab.

* * *

**Bodega Basement**

Johnny Storm cracked his eyes open and the first thing that came to his senses was the smell of burning paint.

"Ugh" he groaned as he pushed himself up onto his hands. He shook his head and looked around for a second and once again he saw fire around him. The fire was all around the basement and reaching up the walls, "What…AH!" he gasped as he felt pain radiating from his head. Johnny reached up and touched his head to feel a large baseball sized knot on his head it was t extremely painful to the touch.

"Sonuva…wait a minute GWEN!" he shouted looking around frantically. The last he saw of her was when Spider-Man was swinging with her up the steps. He turned his eyes to see the wooden steps on fire but thankfully no Gwen, Johnny stood to his feet and when he rose he looked down to see the partially melted injection gun; luckily he had landed on the device and his body blocked it from getting scorched even further.

"Thank God for small miracles" he said to himself while grabbing it; Johnny then ignited and flew towards the steps and into the Bodega.

* * *

**Streets- Taxi Cab**

**HOOOOONK!**

"Uuff…ow" came the pained groans of Gwen Stacy, the injured teen slowly pushed herself off of the steering wheel thus stopping the loud and steady honking, "Ah!" she gasped as she felt her head throb in pain. She reached up to her forehead and touched the right side, she felt a large gash and along with that she felt something warm and sticky; when she removed her fingers she saw blood.

"Oh my God" she whispered.

**TAP! TAP!**

Gwen jumped and looked to the right to see a man in his early 40s looking through the passenger window.

"HEY! HEY kid are you alright?" he asked quickly.

"No" she whispered.

"Hold on gonna get you some GAH!"

Gwen looked on in horror as a massive burnt hand grabbed the unsuspecting man by the head, squeezed and then tossed him away.

Mr. Hyde leaned down to the passenger side and he smile at Gwen, who looked at him with fear in her eyes.

**RUNCH!** Went the sound of the door being ripped off of its hinges and thrown to the street.

"**HELLO MY PRETTY!" **

"AHHHHHHHH!" she screamed at the top of her lungs. She shift gears and stepped on the gas; the tires gripped the road and she zoomed away. Mr. Hyde saw the car drive away and he let out a laugh.

"**You can run but you can't hide**" he said before crouching low and jumping in the air.

* * *

Gwen's heart was beating a mile a minute, the sick smile on his face and smell of his burnt flesh filling her with fear. She glanced at the rear view mirror and to her shock she didn't see anyone chasing behind her.

"Where….?"

**BAM! **Came the sound of Mr. Hyde landing on the hood of the Taxi.

The taxi violently shuddered and for a seconds Gwen lost control of the vehicle and swerved all over the road once again.

**HONK! HONK! HONK!** Went the other cars on the road as they frantically got out of her path.

Gwen stared through the cracked window at his burned feet and she felt a sinking feeling form in the pit of her stomach.

"**HAHAHAHAHA!"** he laughed as his fingers tore through the glass and grabbed onto the roof; with a mighty tug he effortlessly ripped the top of the taxi off and threw it across the street and towards of group of civilians standing on the sidewalk.

* * *

**Sidewalk**

"AHHH! LOOK OUT!" someone screamed as they saw the torn roof heading in their direction. The people started to scramble but before the roof could hit any of them a giant web formed in front of them and caught the torn roof. The civilians looked at the web and then up in the air just as Spider-Man swung over head.

* * *

**Taxi**

Mr. Hyde stared down at Gwen who looked at him.

"**Hello**" he growled

"HI!" came a shout. Mr. Hyde looked up to receive a powerful punch to his face. He took a step back but he didn't fall off of the taxi. He shook his head and he looked around but at that moment he was kicked in the back of his head. He looked up to see Spider-Man flip in mid-air and shoot a web and swing right back towards him. Mr. Hyde chuckled and rubbed the back of his head and bared his teeth at the oncoming wall-crawler.

"**COME ON!"** he taunted.

"RAHH!" shouted Spider-Man shooting at web at Mr. Hyde but Mr. Hyde held his hand up and let the web connect to his arm. He then grabbed the web and pulled Spider-Man towards him. Mr. Hyde snagged Spider-Man out of the air and held him his hand.

"**Gotcha you miserable little….."**

Spider-Man struggled in his grip but his struggles were futile because of Mr. Hyde's insanely strong grip.

'_It's like…he's the Hulk's younger…brother'_ Spider-Man thought to himself desperately trying to get out of Mr. Hyde's grip.

"**I'm gonna pop you like a top**" Mr. Hyde stated as he started to squeeze even tighter.

'_God….can't…..breathe'_ Spider-Man thought "GAH!" he gasped.

* * *

Gwen saw that Mr. Hyde was squeezing Spider-Man and she bit her lip.

'_I have to help him….what do I do'_ she thought to herself frantically. The young teen looked passed the massive Mr. Hyde and she saw the Pier and the Hudson river quickly coming into view and it was then she was struck with an idea, '_This is a terrible idea….but the only I got'_ she finished while steeling herself and slamming her feet on the gas pedal.

* * *

'_Oh…No…I'm….blacking…..out'_ thought Spider-Man.

Mr. Hyde could feel Spider-Man's struggling dying down and the sick smile on his disfigured face only grew but he was so engrossed in disposing of Spider-Man he didn't notice that they were speeding towards the Pier.

The taxi cab hit a large bump before it was officially on the Pier. Gwen put her hands at 10 and 2 and gritted her teeth as the edge of the Pier became closer and closer. She glanced up at Mr. Hyde and she snarled.

"HEY ASSHOLE!" she shouted quickly getting his attention "I HOPE YOU CAN SWIM!"

"**What!?"** Mr. Hyde exclaimed before looking around and then turning around just in time to see the edge of he Pier, "**NO!"**

**BANG! VROOOOOOOOM!** Went the sound of the taxi cab bursting through and then flying over of the edge of the Pier. The vehicle hung in the air for a long second before it started to drop.

"**AHHHHHHHH!"** shouted Mr. Hyde as he fell off the hood with Spider-Man in tow. Gwen and a semi-conscious Spider-man sucked in a breath of air right as they all hit the water.

**BAAAAAAM!**

* * *

**Hudson River**

The water hit her like a ton of bricks and the force of the water hitting her like that almost made her pass out but she managed to stay awake as well keep the breath that she was holding. For a second Gwen felt numb, she had never before been hit with such force and it completely stunned her but as quickly as the feeling of numbness came it was replaced by the feeling of cold water rushing all around her. She looked around but all she saw was dark cloudy water and that the Taxi was sinking towards the pitch black river bottom. Her adrenaline was rapidly flowing and almost on instinct she wanted to take a breath but she stopped herself and kept the breath she was holding.

'_I…have to get out…of this car'_ she thought to herself while moving her hands towards her seatbelt. She grabbed onto the clip and tried to push the button but the seatbelt wouldn't release.

'_Oh no….nononononononono…..come on…come on…c-come on' _

Panic started to grip Gwen and as a result several water bubbles escaped her mouth and right as they left her she grabbed her nose and mouth in a desperate attempt to keep her mouth closed but too many bubbles had escaped and she needed to breathe. She titled her head up to see the light from the surface up above her and she wished with all of her might that she could fly upwards but her wishes went unheard. The air in her lungs started to run dry and the adrenaline and panic doubled within her. In a burst of strength Gwen struggled with the seatbelt.

'_I'm….not…going….to die. I'm…not….going to die. I'm…not…going…to…die'_ she chanted in her mind, suddenly the seatbelt released and then Gwen was free. She wiggled from the seat and floated out of the sinking taxi.

'_Have…to…swim….swim..Gwendolyn….s-swi…m….n-no….a-a-air.'_ she thought weakly.

Gwen was running low on air and her lungs were burning but she knew that she had to swim and with the will to survive she began to move her arms and legs. She looked up to see the light from the surface; she kicked and fought through the water but no matter how hard she kicked or tore through the water she didn't go towards the light. Gwen needed air…she needed it and the intense instinct of gasping for air took over and she gasped. She felt the water rush into her nose and mouth and her eyes widen in terror.

'Oh n_o….I'm going…..to d-d-ie…..D-Dad…P-Pete...r'_ was her last thought as her struggling stopped and she started to drown.

* * *

The cold water started to rouse Spider-Man back to full consciousness; once he was awake he briefly looked around then he pushed himself away from the motionless Mr. Hyde, he watched with some relief as the massive man drifted away form him and towards the dark river bottom. The wall-crawler tore his eyes away from is enemy and he looked around the semi-cloudy water.

'_Spider-sense' _

Spider-Man turned around in the water and there illuminated by the moonlight shining through the water was Gwen who was floating motionlessly in the water.

"NO!" came Spider-Man's muffled yelled in the water. He propelled himself through the water with his great strength and he swam to her.

Spider-Man reached her in no time and he grabbed her by the waist and swam upwards.

* * *

**Surface**

"GAH!" Spider-Man gasped as he broke the surface of the water. He looked up at the Pier and he shot a web and pulled himself and Gwen up to the wooden planks.

* * *

**Pier **

Spider-Man gently placed Gwen down on the Pier and he placed his head on her chest.

"Not breathing...dammit…GWEN! Listen me you gotta breathe…come on" he said to her but she wasn't responding, he softly smacked her in the face a few times but seeing that that didn't work he lifted up his mask and then opened up her mouth and he began to administer CPR.

"One Two Three Four Five..." he counted before tilting her head back and blowing air into her lungs "GWEN GODDAMN IT DON'T YOU DIE ON ME! ONE! TWO! THREE! FOUR! FIVE!"

A pit of fear formed in Spider-Man's stomach, the girl that he cared deeply for was dying and he couldn't save her. As each second passed the feeling of fear made the pit grow bigger and deeper.

"Gwendolyn…..come back to me please…I Love you…you can't leave me. ONE! TWO! THRE! FOU…"

"GAH!" Gwen gasped as water spewed out of her mouth and nose.

"GWEN! THANK YOU GOD! THANK YOU!" Spider-Man whispered/shouted as he leaned down and he kissed her on the face several times "Oh God I thought I had lost you I…"

"HEY! GET OFF OF HER!"

* * *

Spider-Man looked up to see Johnny Storm land a few feet away from them. He was sporting a few bruises on his face from being hit by Mr. Hyde. He ran towards the gagging Gwen and he pushed Spider-Man out of the way and he knelt down towards her.

"Gwen baby it's me…" he whispered to her.

"P…Peter…." She whispered back still gagging and spitting out water from her mouth.

"Pe….no...no it's me Johnny" he corrected while cupping her face in his hands.

Gwen sucked in more of the much needed air and she turned her eyes to Johnny and she looked at him.

"I…thought…I heard…" she started before the Pier violently shook.

"What the hell?" Johnny questioned before another shake passed through the Pier.

'_Spider sense'_ Spidey thought as he pulled down his mask and looked down at the wood, he narrowed his eyes a bit and then they widen in realization.

"MOVE!" he screamed getting up and running towards Gwen. He scooped her up in his arms and ran along the Pier with Johnny right behind him.

* * *

The edge of the Pier suddenly collapsed and fell into the Hudson River and from the river out jumped Mr. Hyde. He was angry, beyond angry; the savage beast of a man grinded his teeth and he stared at the fleeing teens.

"**Miscreants**" He growled before running after them; his large feet making the Pier shake with fury.

* * *

Spider-Man looked over his shoulder to see Mr. Hyde once again chasing after them.

'_Dammit' _

"_Cough…..cough….cough_…." went Gwen.

Spider-Man turned his head back to Gwen to see her still coughing out water.

'_She needs to get to a hospital…..and I need to stop this guy'_ he thought to himself before suddenly coming to a stop.

Johnny saw him stop and he stopped running as well.

"What are you doing?"

"Get her out of her now Johnny. Get her to a hospital I'll deal with this guy" Spider-Man said handing Gwen over to him. Johnny shifted Gwen in his arms and he looked at Spider-Man with wide eyes.

"He'll kill you."

"Maybe, but at least she'll be alive….NOW GO!"

Johnny pursed his lips and nodded his head, but before he took off he shifted Gwen again and managed to grabbed the injection device and toss it to Spidey.

"What's this?" he asked quickly looking down at the partially melted device.

"A way to stop him….there's a cure inside"

**THUD! THUD! THUD! THUD!**

They both turned to see Mr. Hyde approaching.

"GO!"

"FLAME ON!" Johnny yelled, his feet ignited and he took to the sky with Gwen in his arms.

Spider-Man watched them go before turning back to the approaching Mr. Hyde.

* * *

Mr. Hyde saw his enemy and he saw the Human Torch fly away with Gwen but in his current state he didn't care about her. In his anger all he cared about was killing someone or something and the only person he saw was Spider-Man which is who he fixated his anger upon.

"**COME HERE BUG!"** he shouted as he reached Spider-Man but his agile foe was prepared and flipped out of the way. Mr. Hyde came to a stop and looked up to see Spider-Man sticking to a nearby light pole looking at something in his hands. He gritted his teeth and ran to the light pole and grabbed it with both hands.

* * *

Spider-Man looked down at the injection device in his hands curiously.

"How the hell is this supposed to help me it's melted?"

**SHUDDER!**

"WHOA!" he shouted as he felt the light pole he was sticking to shake.

* * *

Mr. Hyde grunted and with a loud shout he ripped the light pole out of the ground. He then began to wave and wag the pole through the air in an attempt to throw Spider-man off but the wall-crawler clung to the metal.

Mr. Hyde saw that his wagging wasn't doing anything so he raised the pole up and then brought it down to the ground. Spider-Man hopped off in the nick of time and landed a few feet away. Mr. Hyde saw him and took a swing at him with the light pole but Spidey dropped to the ground and let the pole pass over his head, with his free hand he clipped the injection device to his utility belt and then shot two webs at Mr. Hyde. He pulled himself towards the fiend and then rammed his knee right into his nose.

"**UGH!"** Mr. Hyde groaned at the force behind his knee. He stumbled for a second but recovered and spun around with the light pole but once again he hit nothing but air. The villain looked around for his foe but he didn't see him anywhere, so he looked up just in time to see several web balls smack him in the face.

"**OOF! OOFF!**" he grunted feeling the impact.

Spider-Man landed on the ground and was about to attack him again when the sounds of police sirens caught his attention.

**WHOO! WHOO! WHOO! SCREEEEECH!**

Spider-Man turned to see police cars swarming the area.

"NO! STAY BACK!" he shouted before he heard a deep growling laugh, Spidey whipped around just in time to avoid another powerful back hand. Spider-Man rolled across the ground and away from Mr. Hyde who was still chuckling.

"**Spider-Man, I have to say. You are tough opponent…no one has ever lasted this long against me. My other half would love to study your genes"**

"Would he?" Spidey replied dryly

"**Oh yes, but you see I on the other hand just want to kill you**."

"Well bring it on then"

"**I intend to wall-crawler….by hitting you where it hurts**" he replied before jumping in the air. He sailed towards the officers and Spider-Man's eyes widen in realization.

"NO!" he shouted jumping after him.

* * *

Mr. Hyde laughed as he landed on the roof of a cop car and completely caved it inwards. The officers that were inside managed to jump out of the car in time but when they stood up Mr. Hyde lashed out and hit one of them sending the officer flying. He whipped around towards the other officer who was trying to get his weapon, he went to grab him but Spider-Man swung in and pulled officer out of his path but Mr. Hyde was waiting on Spider-Man to save one of the officers. The moment when Spider-Man swung in Mr. Hyde reacted with his enhanced reflexes and grabbed ahold of the web Spider-man was swinging on. Spidey's save was instantly halted and he dropped the officer.

"**HEHEHE!"** Mr. Hyde laughed as he pulled on the web snapping it; he slammed the still attached Spider-Man on the ground several times before slammed down on the hood of the cop car he was standing upon.

Mr. Hyde grinned and then jumped high in the air.

Spider-Man let out a gasp of pain and then rolled off the hood and to the ground just as Mr. Hyde came down on the hood totaling the cop car.

**SMASH!  
**

**"HEHEHAHAHA! ARGH!" **

**POW! POW! POW! POW! **

* * *

Spidey looked up to see several officers firing upon Mr. Hyde but their bullets were barely doing anything other than pissing him off even more. Spider-Man began to push himself up but he felt a sharp pain in his side. He rolled over a bit to see the injection device that he had clipped to his utility belt was slightly broken and a piece of the metal had pierced his side.

'_Ow'_ he thought as he unclipped the device and pulled out the piece of metal. He dropped the device to the ground but as he did that he glanced at it and saw something inside, a vial of light purple liquid. Luckily when he was slammed on the ground the vial didn't crack just the metal casing.

"AHHH! LOOOK OUT!" came a shout. Spider-Man's spider sense came to life as he saw Mr. Hyde jump towards the officers that were firing at him, swatting them like they were flies. Spider-Man pushed himself up and gripped the vial in his hands.

"Time to end this…but I'm gonna have to get close to him though" he whispered.

* * *

Mr. Hyde picked up an officer and held him up for a second before throwing him into oncoming traffic but half-way there Spider-Man swung in and caught him and set him down gently.

"RUN!" he shouted.

**THUD! THUD! THUD! THUD! **

Spider-Man turned to see Mr. Hyde running right for him, his spider-sense was going crazy but he stood still in his spot waiting for him.

'_This is gonna be unpleasant'_ he thought right as Mr. Hyde jumped forward and tackled him.

The two went rolling along the ground for a few seconds until Mr. Hyde rolled to his feet with Spider-Man in his grip. He growled and then swung the wall-crawler around and tossed him into a nearby brick wall.

* * *

**SMACK!** Went the sound of him hitting the wall and then sinking down to his knees and then falling on the ground.

"Ugggh" he groaned, _'D-D-Definitely….un-plea..sent' _

Mr. Hyde wiped his lips and smiled. He stomped towards the fallen hero again and when he reached him he effortlessly picked him up and held him in the air.

"**Hmph…**.**Still alive Eh?"** he asked shaking him a bit, **"HAHAHA! Not for long**" he continued taking his free hand and wrapping it around Spider-Man's head, "**Any last words before I crush your F***** skull**"

Spider-Man sucked in a breath and he shouted into Mr. Hyde's burned palm.

"EMOPHH!"

Mr. Hyde heard the muffling and he removed his hand and pulled the wall crawler close.

"**What was that?"**

"I said….SCREW YOU!" he yelled before raising his left hand and shoving it into Mr. Hyde's mouth. The vial of light purple liquid was in his hand and once his hand was in Mr. Hyde's mouth he crushed it and allowed the liquid to spill into his mouth.

"GAH!" Mr. Hyde gagged throwing the wall crawler away and grabbing his throat. The light purple liquid rolled down the back of his throat and into his system, he could feel the sting of the liquid as it hit his stomach and began to be absorbed into his body. The effects were painfully instantaneous, Mr. Hyde screamed at the top of his lungs while steam seeped through the pores of his body that hadn't been scorched by the fire; steam was pouring out of his eyes, mouth, nose, and deformed charred body. The cure that Reed and Sue developed was drying the mutagenic compound from Mr. Hyde's body and as a result the massive villain began to shrink.

"**AHHH!** **AH**H! **AH**HHHH!" he screamed at the top of his lungs as his strength and size left him. Mr. Hyde slowly but surely reverted back into his true self which was that of disgraced chemist Dr. Calvin Zabo. Zabo stood their still yelling at the top of his lungs not because of the transformation but because of the injuries sustained by Mr. Hyde which were still present on him, his skin was horrendously burn and disfigured.

"GAHHHHHHH!" he screamed in agony before he suddenly felt someone grab him by the shoulder and whip him around. All he saw was a red clad fist right before socked him in the jaw hard adding to his agony.

* * *

Spider-Man came in with another punch that knocked Zabo off his feet and to the ground. Spider-Man stood over the Zabo who was obviously in a tremendous amount of pain but Spider-Man didn't care, he was actually happy that the man before he was in pain.

_'I hope it hurts you bastard….'_ He stated darkly in his mind. Zabo was screaming but as he was screaming he was also trying to attempt to get away. He turned over and slowly tried to crawl away, but he didn't get even get a chance to crawl an inch because Spider-Man stomped on his back.

"AHH!" the man screamed.

Spider-Man bent down and grabbed him by his charred shoulder and turned him over. The wall-crawler held up his fist and punched him. He held up his fist again and punched him again…and again and again. Over and over Spider-man pounded Zabo and every time his fist hit him he was reminded of Gwen who was almost killed by the very man that he was beating.

"SPIDER-MAN!" came a shout.

* * *

The wall-crawler halted his last punch and looked up to see several officers running his way.

"HE'S DOWN!" the officer yelled.

Spider-Man was breathing heavily and he looked at the officer and down at the obviously unconscious Calvin Zabo. He swallowed hard and then shakily backed away from him.

'_I…was going to…..I almost…' _

"Jesus Christ…" whispered one of the officers at the sight of Zabo.

Spider-Man looked away from Zabo and at the officers that were around him.

"Are you guys okay" he asked.

"Us…..are you?" one of the officers asked.

"I'll live."

"What about this guy? God….he smells like a burnt hot dog."

Another officer leaned down and placed a hand on his burnt neck and he felt a faint pulse, "Poor bastard is still alive…..we need to get a bus down her now. Who is he?"

"He calls himself Mr. Hyde…..and he's a kidnapper" Spider-Man replied.

"Kidnapper!?" an officer exclaimed.

"Yeah. Argh" Spider-Man grunted wrapping an arm around his side, his ribs were killing him. Now that the threat was over and his adrenaline was beginning to subside his injuries made themselves known in full. He collapsed to a knee for a second and gritted his teeth and fighting against the pain.

"Hey are you going to be okay?"

"I don't…." he started before someone shouted his name.

"SPIDEY!"

* * *

The officers and Spider-Man looked up to see a trail of fire coming towards them. Johnny Storm landed on the ground and extinguished his flames. He ran towards Spider-Man and knelt down towards him.

"You alright?" he asked.

"No" he replied "Where's Gwen?"

"I flew her to the nearest hospital, somewhere in Chelsea."

"You think you can fly me there?" he asked.

"Yeah"

"Good because I think I need to see a doctor."

Johnny nodded his head and grabbed one of Spider-Man's arms and wrapped it around his neck.

"Wait, what about him?" Johnny said finally looking the defeated Mr. Hyde.

"Don't you worry about him, we'll take it from here" an Officer stated looking at the two of them.

Johnny nodded his head and tilted his head up

"FLAME ON!" he shouted and ignited his lower half and took to the skies with Spider-Man in tow.

* * *

**Chelsea, Hospital- 20 minutes later**

Spider-Man was sitting on a medical table with bandages wrapped around his torso. The Doctor told him he needed an x-ray but Spider-Man simply told him that he would get one from his usual physician which would be the Night Nurse. The Doctor shook his head and made a nurse wrap some bandages around him just in case his ribs were broken. Spider-Man sat on the table and he reflected for a moment the events of the past day and a half; everything from the restaurant shooting to the Punisher to Elektra and finally to Gwen being kidnapped. The final thought gave him pause, when he had first learned that she had been kidnapped he was angry but deeper than that he was scared. Scared that something bad was going to happen and something bad did happen she almost died…in fact she did die when she had drowned in the Hudson. In that moment he had been beyond scared…never before had terror gripped him so hard or so tightly. As he was sitting on the medical bed thinking about that moment when she died and he had barely managed to revive her it was then that he came to the realization. It wasn't really a realization but a conformation of what was had been circling in his mind….he Loved her. He was in Love with Gwen Stacy and he wanted to be with her.

Spider-Man let out a chuckle before he pursed his lips into a thin line.

'_It's time for me to stop beating around the bush…if tonight was a sign from God then I heard the message loud and clear. I Love her and it's time I come clean'_ he thought with conviction.

Spider-Man gingerly got off of the bed and he walked to the curtain that was pulled around the bed and he pushed it away. The nurses and staff looked at him in awe. They had heard about him and seen him on TV but never had they seen him up close. Spidey paid their awe no attention…he was used to people looking at him like that, he turned his head to the right and down the hall was Johnny Storm on the telephone in what looked like a heated discussion.

* * *

**Down the Hall**

"Sue, will you get off my back I said I was sorry but this was something that I had to do by myself alright….jeez."

* * *

Spider-Man turned his head to a nurse that was behind the desk in front of him and he walked towards her.

"Excuse me."

"Y-Yes"

"Can you tell me which room a Gwen Stacy is being held in?"

"Are you family?"

"No."

"Then I'm afraid I can't…" she started.

"Please" he interrupted desperation evident in his voice, "I need to see her."

The nurse looked at him for a long second and she turned to the left and right, the other nurses looked at her and then slowly they all turned the other way or pretended to do work. The nurse smiled at her co-workers before turning back to Spider-Man.

"I'm not going to hurt her or anything like….." he started before being interrupted.

"I know, a lot of us don't believe what they say about you. Give me a second and I'll look up the room" she said turning her eyes to her computer.

Spider-Man smiled under his mask.

"Thank you."

"Gwendolyn Stacy….room 114."

* * *

**Room 114**

Spider-Man quietly entered the room to see Gwen peacefully sleeping while being hooked up to the medical machines. The wall-crawler heaved a sigh and walked towards the foot of the bed where he saw a medical clip board. He grabbed the clipboard and he quickly read what the Doctor's had written but his eyes focused on one word and that word was stable.

'_Good….she okay'_ he thought in his mind putting the clipboard down. He looked at her again and he let his eyes linger for the longest.

"Gw…" he started before stopping, '_Am I really going to do this…Am I really going to tell her about….about me'_ he thought. Just a few moments ago he was sure that this was the right thing to do but now that he was actually in front of her….about to reveal a secret that no one close to him knew about he found himself getting cold feet. The words that he wanted to shout out escaped him and he found a lump forming in his throat.

'_This….This is stupid I can't….I….Matt was right I shouldn't tell anyone….' _

Spider-Man shook his head and turned to the right and headed for the window, he reached the window and he opened it; the cool windy air blew into the room as he put his foot on the seal but he hesitated. He breathed in and out deeply and continued to hesitate and then slowly he took his foot off of the seal and whipped around towards Gwen's bed.

'_No'_ he stated in his mind _'No, I'm not going to run away this time…screw Matt…..I'm going to tell her' _

Spider-Man walked back over to the bed and while he was walking he removed his mask. Peter stood at the bed and he let a smile grace his bruised face.

"Gwen" he said.

Upon hearing someone calling her name Gwen began to stir from her sleep.

"Gwen, I need you to wake up I have something that I need to…." he started but then had to stop because he heard the door begin to open. Peter reacted instantly, he crouched and the sprung backwards. He flew towards the open window and exited the room right as the door opened fully and Johnny Storm walked inside.

* * *

Johnny walked into the room just as Gwen's eyes opened.

"Hey there bright eyes" he said charmingly. Gwen looked at him and then looked around the room; she could have sworn that she had heard someone else call her name but all she saw was Johnny and an open window.

* * *

**Outside**

'_Jesus…that was close'_ Peter thought to himself as he stuck to the side of the building. He turned his head to the left and leaned closer to the window as Johnny began to speak again.

* * *

**Inside**

"Hey, are you alright?" Johnny asked walking towards her.

"After tonight…I'm anything but okay" she replied "What happened?"

"According to the Doctors…you drowned." He answered.

Gwen looked at him

* * *

_**Flashback-Hudson River**_

_'Oh_ _No….I'm…g-going to D-Die' _

* * *

**Present- Hospital- Room 114**

"I remember" she whispered "I remember" she said again only this time a reluctant sob escaped her lips. She had been trying to be tough and strong during the whole ordeal but now that it was over and she had come so close to actually dying the floodgates on her tears released and she began to cry.

* * *

**Outside**

Peter heard her crying and he softly banged his head on the brick wall he was sticking to, more than anything he wanted to go to her but he stayed in his spot listening to her and with each sob that escaped her lips it was like someone stabbing him in his heart. He clinched his eyes closed and he gritted his teeth.

* * *

**Inside**

"Hey, Hey, Hey it's alright Gwen it's alright" said Johnny in a soothing voice as he went to her and pulled her into a hug, "You're safe now, I promise"

"What…happened to Spider-Man and Mr. Hyde?" she asked, breaking the hug and wiping the tears away from her eyes.

"Mr. Hyde is not a problem….Spider-Man and I took care of him. He's probably in jail right now and Spider-Man is downstairs seeing the Doctor"

"Is he alright?"

"Fine….I think I heard the Doctor say he had broken ribs or something but you don't have to worry about him he's a tough guy."

Gwen nodded her head and she looked Johnny in the eyes, the Human Torch stared back at her and he released a sigh before clearing his throat.

"Gwen."

"Yes Johnny."

"On any given day I go through about 6 or 7 life or death situations but today is the first time in a long time that I've been….afraid. Afraid of losing something important and it's not my life that I'm talking about…..it's yours."

"Johnny…"

"No, Let me…..Let me finish, this is something that I've been meaning to tell you for a while and after today….there's no use in waiting anymore, tomorrow isn't promised and if we should die tomorrow I want you…..Gwen Stacy to know that I…..Love You. I know you're probably thinking I don't know what Love is because I'm 17 or you don't know what it is because you're 17 but does age really matter. I mean I look at my sister and Reed sometimes and I see the way they look each other and I hear how they talk and treat other and sometimes when I walk in a room I can feel it ya know…..and Gwen I get that same feeling whenever I'm with you. You're all that I ever wanted in a girl and I…I…..I just wanted you know that"

Gwen sat up in the bed and she continued to look at Johnny and she could see the Love he had for her in his eyes. She turned her eyes away for a second and as she turned she looked up at the open window. Her eyes lingered there for a minute before she turned back to Johnny and smiled at him.

"I…I Love you too Johnny" she replied to him.

Johnny eyes lit up with delight at her response, he quickly scooted over to her and he captured her lips in a kiss.

* * *

**Outside**

Peter moved to the other side of the window and he peeked inside of the room to see Johnny and Gwen kissing. He looked at the two of them and a sad pained look crossed his bruised face as they continued to kiss. He turned away from them and looked down at his mask. He stared into the reflective lenses for a long minute before lifting his head and staring out into the city.

Peter pursed his lips into a thin line and the put his mask back on his head; he turned to look at Gwen and Johnny one last time before he pushed off the wall and swung away into the night with the intentions of heading to the Night Nurse.

* * *

**Across Town- Staten Island- Fortunato Mansion**

A haggard, beaten and bloodied Captain George Stacy stood next to a car and looked in the back seat to see a handcuffed and unconscious Angelo Fortunato. There was a far away look in his eyes as he stared at the young man.

**FWOOOSH!** Went a loud sound. George was broken from his stupor and he turned around to look at the Mansion behind him. Large and uncontrollable flames consumed one part of the house and he could see that it was rapidly spreading. George's eyes went to the front doors as they opened and Frank Castle aka the Punisher backed out and while leaving a trail of gasoline from the red container in his hands. He poured gasoline all over the steps and the dead bodies of the henchman that were under Fortunato's command. The Punisher continued the trail until he was standing right next to George, he tossed the empty gasoline container towards the steps and then he too stared at the spreading flames, the heat sending a warm gush of wind to combat the cold chill of the night. The two men stood there in silence staring at the flames.

"It's over….isn't it? It's finally over" said George.

"Yes….it's finally over" The Punisher replied.

They both continued to stare into the flames as the memory of what led to this moment washed over both of them.

* * *

**Flashback- 2hour and a Half hours ago**

George and the Punisher stared upwards at Spider-Man who was swinging away with Angelo Fortunato.

"NO!" the Punisher yelled at the top of his lungs.

'_Why kid…._' George started to think _'Why would you…..wait…does Fortunato know we're chasing him…did he make you save him, could he have found out about us wanting to change the rules of his deal.'_ He continued to think before rummaging through his pockets and digging out the black cell phone Don Fortunato had given him, he checked the phone but he didn't see any missed messages as if he would allow himself to miss a message from this particular cell phone. George pursed his lips and then tilted his head down towards his 'friend' as he began to rise to his feet. George sucked in a few breaths as he felt his arm begin rise.

The Punisher growled to himself and then turned around to see George with his gun pointed at him. The two stared each other in the eyes as a tense moment passed.

"What are you doing?" Frank asked/demanded.

"Saving my Daughter."

"What happened to changing the rules?" Frank asked.

"That was Plan B….Plan B just swung away so I'm back to Plan A…I'm desperate here Frank, they have my daughter. Do you understand that? My DAUGHTER!"

"Oh I understand perfectly, but do you really think killing me….or taking me in is going to get your daughter back? This is Vincente Fortunato we're talking about…not a man known for keeping his word."

"I'm desperate here Frank…she's the only thing I got left." Captain Stacy replied, "If I lose her….then….then…then I'll probably become you. No offense."

"Some taken" the Punisher replied, "You know I'm getting sick of this….you, the police, Daredevil…..all of you look at me like I'm the enemy…like I'm the one causing all of this when it's them….ITS THEM! They are the ones going around hurting innocent people…..kidnapping people and all for what…Money….Power, and when they don't get what they want they crush whoever is standing in their way. I don't do that, I stand up for the innocent George….I crush back."

"By murdering?"

"Yes." He stated "It is the only way….to combat this element. You know that….you've been around them just I have…..people like Fortunato don't change in prison….they get worse."

Captain Stacy pursed his lips together and he stared by at his friend, he wanted to dispute what Frank was saying but since his daughter had been kidnapped he was starting to see his logic. He swore to himself that he was going to save his friend but at the moment…saving him was the furthest thing from his mind.

**WHOOO! WHOOO! WHOO!**

George turned his head to the sound of the approaching sirens.

"Someone must've called the police."

"What are you going to do George? Are you going to give me up…..again, or, are you going to help me seek retribution against the man that has haunted us both for the past 20 years?"

Captain Stacy looked at him and he sucked in several deep breaths, another tense moment passed between the two before the Captain ultimately lowered his weapon.

"Let's Go."

* * *

**Few Blocks Away**

The Punisher and Captain Stacy came to a stop around a corner and in an alley completely out of view from the police that were now on the scene. They both heaved a few heavy breaths before they looked at each other again.

"How…?" Captain Stacy started, taking a moment to catch his breath and then starting again, "How are we going to find Fortunato? Angelo was our only lead."

"You can….You can put out an APB….or a Warrant for his arrest or…"

**KLINK! KLINK! **

Captain Stacy and The Punisher jumped at the sudden appearance of several throwing stars imbedding themselves into the wall right next to them. They both looked at each other and then all around as the alley they were standing in was suddenly filled with dozens of hand ninjas; each had their weapons drawn at the ready.

"Not these guys again." Captain Stacy growled drawing his weapon again. The Punisher pulled out a bowie knife and held it out in front of him.

"They must've been following us." He growled out.

"WHAT THE HELL DO YOU PEOPLE WANT!?" the Captain yelled out.

"To help" a voice echoed throughout the alley.

The Punisher and Captain Stacy turned their heads to the right and two of the hand ninjas moved to the side and Elektra stalked out from the shadows. Both men widen their eyes as they saw her.

"Who are you?" Captain Stacy demanded.

"Doesn't matter who I am….I am here to help….you." Elektra replied while pointing at Captain Stacy.

"Me, Why?"

Elektra took a step forward but the Punisher reacted and threw his knife at her. Elektra effortlessly caught he airborne blade and stared daggers at Frank who returned her stare. The hand ninjas made a move to advance but she held up her left hand stopping them in their tracks. Elektra looked at the knife before throwing at the ground right next to the Punisher's foot.

"I didn't come to fight. I've been looking for you Captain Stacy, your daughter has been kidnapped I hear"

"Who did you hear that from?" he asked turning his weapon upon her.

"A mutual acquaintance who seeks to save her from her fate" she answered cryptically.

"Mutual….Spider-Man?"

Elektra didn't answer she just looked at him.

"Your Daughter's kidnapper is in Staten Island..." she started before pulling out a throwing star with a slip of paper attached to it "He is hiding at this address"

Elektra threw the throwing star and it imbedded itself into the wall adjacent to them, the two men turned to the throwing star and looked at it before turning back to Elektra but to their surprise she and the hand ninjas hand disappeared.

"Well that wasn't weird at all. Who was that woman?" George asked.

"That was…Elektra." The Punisher answered.

"Old girlfriend?" George questioned.

"No….she's an assassin…..but she's not my concern at the moment." The Punisher replied walking to the throwing star and ripping it out of the wall. He looked at the address that was written on the slip of paper.

"We have a lead" he stated tossing the star to him. George looked at the address and then back at the Punisher.

"What's the move?"

"Frontal assault…first we need some weapons. We gotta get to Queens."

* * *

**Queens- Lieberman's Hardware Store- 1 hour and 30 minutes later**

The Punisher and Captain Stacy ripped away the yellow caution tape and then stealthily entered the hardware store.

"Did you really arrest him?" the Punisher asked frustration evident in his voice.

"What was I supposed to do?" George replied.

The Punisher made a beeline for the trap door that thankfully was un-disturbed. He opened it and he went down the steps and into the weapons cache.

* * *

**Down Below**

"Holy Hell" said Captain Stacy as he looked around at all of the weapons "Was this guy preparing for Doomsday?"

"More like he didn't have anything better to do" The Punisher replied taking a shotgun off of the wall and cocking it.

Captain Stacy looked at him and then he walked over to the wall that was full of pistols.

"So frontal assault huh?" he asked.

"Yeah"

"Frank…"

"No, George…I'm tired of talking. Either you're in or you're out"

The Punisher turned around a looked at him again and gave him a hard stare. Captain Stacy swallowed hard because he knew what that stare meant. They had the location of Don Fortunato and with the way Frank was holding the shotgun and the look in his eyes it meant there definitely was going to be some killing. Something that a few days before would've been appalled at but at that moment he didn't really see a problem with it and he let a smirk grace his lips.

"I'm in…but do you want to use live grenades or smoke?" he asked.

"Smoke" he answered turning around and grabbing some shotgun pellets.

**RING! RING! RING!** Went the sound of George's phone ringing. He quickly dug through his pockets and he grabbed the ringing phone thanking God that it wasn't the black phone. He looked at the number but he didn't recognize the number, however he answered it anyway.

* * *

"Who is this?"

"DAD!"

"GWEN! GWEN BABY IS THAT YOU!?"

"Yes it is Dad….it's me"

"Where are you?"

"I don't know I'm in some sort of cave or….."

"**NAUGHTY NAUGHTY!"**

"Gwen! Gwen! Who is that?" Captain Stacy said quickly. He heard another deep growling response followed by what sounded like two people calling Gwen's name. "THAT'S THE GUY THAT KIDNAPPED ME!" came Gwen's voice.

"GWEN! GWEN WHAT'S GOING ON!?"

"**Call Me….MR. HYDE** **and the three of you are going to die tonight HEHAHAHAHA!**"

**CLICK!** Went the sound of the phone being cut off.

"GWEN! GWEN! GODDAMN IT!" Captain Stacy yelled slamming his fist into the wall.

"George..." The Punisher started before he whipped towards him.

"WE HAVE TO FIND MY DAUGHTER NOW!"

"The only person who knows her location is Fortunato…..Let's go ask him" the Punisher replied cocking the shotgun in his hands.

* * *

**Staten Island- Fortunato Residence- 15 Minutes Later**

The Punisher and Captain Stacy arrived at the Fortunato Mansion but they made sure to stop at a point where they wouldn't be seen by anyone in the house. They were seated in the car and looking at the Mansion.

"Can you see anything?" George asked.

From their position the Punisher looked through the window but he couldn't see anything either.

"No, but it doesn't matter" he replied pulling out a gun "How many guys do you think he has?"

"House like that….and knowing that bastard Vincente…..I'd said about 30"

"I'd say about 25 or 30 as well" Frank corrected.

"How can we be sure?"

"Because I know the man, I've been studying him like a Goddamn book"

"So, 30 guys….Element of surprise on our side" Captain Stacy finished.

"That's right" said Frank as he screwed a silencer onto the end of the gun in his hands, "They'll be armed to the teeth, so George…no mistakes"

"Why would you assume that I would be the one to make a mistake?" Captain Stacy asked as he took out a silencer of his own.

"Because only one of is a cop…and in danger of hesitating."

"Not tonight…..tonight I'm not a cop. I'm a father protecting his daughter."

"Good….now stay low and follow me."

George watched as the Punisher opened the door and gently closed it; he then opened his own door but before he stepped out he un-clipped the badge that was on his waist and he put it on the dashboard. He nodded his head and then got out of the car and gently closed it as well.

* * *

**Outside the Mansion**

Two men were standing outside of the Fortunato Mansion guarding it but because of the peaceful nature of Staten Island the men weren't being vigilante. The two were leaning against the two pillars in front of the mansion talking amongst themselves.

"So then what happened?" one of the men asked.

"What do you think happen we got…."

**ZIP!** Went a sound and suddenly one of the henchman fell to the ground dead with a grape sized bullet in his head; blood spattered onto the other henchman who only had but a moment to process his friends death before a grape sized bullet wound appeared in his own head. He fell down to the ground dead as well.

* * *

The Punisher and Captain Stacy ran up towards the fallen guards all the while making sure they went unnoticed. Frank went towards one of the men and rummaged around his pockets until he found a set of keys and while he was doing that George was covering him, his eyes swiveled around in every direction searching for any men but it was clear. He briefly looked down at the dead men and seeing them there dead on the ground caused him to grit his teeth a bit and a knot to form in his stomach but he tore his eyes away from the men and ignored the knot.

'_This is for Gwen'_ he thought in his mind, right as the Punisher used one of the keys on the men to go to the front door and carefully open it. He looked around and when he didn't see anyone he waved his hand and George quickly followed behind him.

* * *

**Mansion Interior**

Captain Stacy entered the Mansion and he had to resist the urge to whistle because of the lavish and decadent the interior. His attention was drawn away from the interior by Frank holding up his hand telling him to stop. They both turned to the right as they heard a toilet flush and a man coming out what looked like a bathroom. He stopped and looked at them and they looked back.

"What the Fu…." He stared

George reacted quickly and held his gun up and fired off several shots that each hit their mark.

**ZIP! ZIP! ZIP! ZIP!** The henchman went tumbling back into the bathroom. George rushed over to the door and he looked to see the man that he shot sprawled out over the toilet…dead. Captain Stacy lowered his head and then closed the door.

"GODDAMN IT!" came a loud shout. The duo whipped their heads towards a corner that was up ahead.

* * *

**Fortunato Study**

"Calm Down Angelo." Came the voice Don Vincente Fortunato. He, Angelo and several of his men were in the study watching the large screen television. They had just finished watching a news report that dealt with the high speed car chase that Angelo had been involved in about an hour or so before hand. The news report had reported that the Police were issuing an APB for The Punisher who had yet again escaped police custody; needless to say Angelo was beyond angry.

"Don't tell me to calm down Dad; I've narrowly escaped death at least a dozen times within in the last 24 hours. The police are working with the Punisher to find me…to find us"

"I SAID CALM DOWN!" Don Fortunato shouted while slamming his hand down on the desk. The news coupled with what his son had told him about Captain Stacy chasing after him with the Punisher caused the Don to lapse into a state of thinking, _'It seems the dear Captain doesn't want to play my games….if what Angelo is saying is true…but if the Captain is working with the Punisher….does that mean Spider-man is also working with them as well. I better give Captain Stacy a call to see what the hell is going on and to remind him who's in charge.'_ He thought to himself reaching into his pants pocket and removing a black cell phone that keyed into the phones that he had given to Captain Stacy and Spider-Man.

One of the henchman that was sitting on the couch in front of the TV suddenly got up and stretched.

"Hey, I'm goin to the fridge you guys want anything?" he asked while walking away from the couch and towards the closed double doors. He grabbed the knobs and slid the double doors opened just in time to receive a face full of shotgun pellets.

**KAPOW!**  
Blood went splattering everywhere and on everyone before the headless man fell backwards and to the ground dead. Everyone in the room jumped at the sight of him falling to the ground.

* * *

**RING! RING! RING! RING!** Went the sound of a cell phone.

Don Fortunato looked at his dead henchman and through the double doors and into the darkened hallway.

**RING! RING!** He heard the ringing and then he looked at the cell phone in his hands and then back towards the doors just as a figure stepped through. A figure that they all knew too well.

"CASTLE!" Angelo shouted fear evident in voice.

The Punisher stared past Angelo and directly into wide eyes of Don Fortunato.

**RING! RING! CLICK! **

"Don Fortunato….your little game….is over" Captain Stacy's voice echoed over the phone and in the room as he stepped into the study with the black cell phone on his ear. He stared at Don Fortunato as well and then dropped the phone and stepped on it.

"KILL THEM!" Don Fortunato shouted suddenly dropping to the ground.

The Henchman in the room quickly pulled their guns but Captain Stacy and The Punisher were ready. The Punisher turned his shotgun to the first henchman he saw and let off a round.

**KAPOW!** The henchman went flying back and into the TV. Another henchman went for his gun but Captain Stacy was there to put two in his chest.

**POW! POW! **

* * *

**Across the Mansion**

The other henchman that were lurking around the Mansion heard the gunshots coming from the study and they immediately dropped what they were doing and grabbed their weapons and went running to the sounds.

* * *

**Study**

Bullets were flying in every direction; ripping through everything in the study, the desk, couch, walls, pictures, everything. Captain Stacy and The Punisher had managed to get the drop on about six of the eight men that were lounging in the study before the last remaining two pulled out their weapons and returned fire. The two had retreated out of the room and to either side of the double door.

The Punisher leaned into the room and let off another shotgun round before returning to his spot.

**KLAK!KLAK!KLAK!KLAK!KLAK!** Went the sound of the men returning fire blasting bits of the double doors they were hiding behind to splinters.

"JEEZ!" shouted Captain "What are those they're firing at us?" he asked as he changed the empty clip on his gun.

"Mack 10's" The Punisher stated calmly.

**THUD! THUD! **

The two looked up to see more of Fortunato's men heading their way.

"GET DOWN!" The Punisher shouted just as one of the men opened fire upon them. They ducked down right as the Mack 10 bullets flew over their heads, the Punisher responded in kind by letting off two shots from his shotgun. The pellets flew and caught one of the men in the leg blowing his leg off and then another in the chest.

Captain Stacy returned fire as well and shot a few of the men that were advancing on them, but one of the bullets caught him in the arm.

"GAH!" he shouted falling down to the ground.

"YOU HIT!" Punisher shouted.

"FLESH WOUND! WE'RE LOOSING GROUND!" he shouted back.

The Punisher heard the response he had to agree, so he reached towards his utility belt and got two smoke grenades.

"HEY! REMEMBER! TACTIC NUMBER 9"

Captain Stacy heard the shout and he had to think for a moment before the words Tactic number 9 pass across his mind and he nodded his head. The Punisher pulled the pin on both of the smoke grenades with his teeth and then tossed one at the approaching henchman and then one into the study.

**BOOM! BOOM!** Thick gaseous white smoke filled the entire area blinding everyone.

* * *

**Inside the Study**

Angelo Fortunato crawled along the ground until he found himself behind his father's desk, the white smoke filled his lungs and as a result he began to cough uncontrollably.

"WHERE IS IT!?"

Angelo turned his head to the right when he heard the yell he could make out his father rummaging around his jacket and pants pockets like a madman.

"WHERE IS IT!?" Don Fortunato shouted before breaking into a fit of coughs. Angelo let out a few more coughs and then crawled towards his coughing father.

"Dad.." started Angelo grabbing him but Don Fortunato ripped himself from his son's grasp, "Dad we have to get out…_cough_…..of here"

"NO! WHERE IS IT!?" he shouted again before coughing.

"Where is what?"

"MY PHONE!" he shouted "The phone…._cough_…..I used to call….Zabo…" he started but then a look crossed his face.

"Who the hell is Zabo?" Angelo questioned but his question fell upon deaf ears as a look of horror crossed his father's face.

* * *

_**Flashback**_

"_NO!" Spider-Man roared lunging forward and grabbing him by the front of his suit and lifting him up._

"_Let me go" _

* * *

**Present **

"THAT STICKY FINGERED PIECE OF SH**!" Don Fortunato roared "HE STOLE THE PHONE FROM ME WHEN HE GRABBED ME!"

"Who?"

"SPIDER-MAN!"

**POW! POW! POW! **

The Don and Angelo had to duck as several bullets burst through the table.

* * *

George changed the clip in on gun ventured further into the smoke filled study. Tactic 9 was a divide and conquer tactic developed by Frank when they were working undercover. Once the smoke grenades went off George dove into the study and he let off a few rounds and then hid behind a recliner chair. The two henchman in the room returned fire but thanks to the smoke their shots missed wildly. George was affected by the smoke a bit but he used his shirt to cover his mouth and nose.

"SPIDER-MAN!" came a loud roar.

Captain Stacy lifted his hand and he let off some shots to where he heard the yelling coming from.

**KLAK!KLAK!KLAK!KLAK!** Went the return fire followed by the sound of a weapon going empty. **CLICK!**

Captain Stacy heard the weapon going empty and he quickly stood from the recliner chair and then moved through the smoke and towards the sound but just then one of the henchman jumped from his hiding spot and tackled him. The two men hit the ground hard and both started to struggle for control of the gun.

* * *

**Hall, Outside the Study**

Like a predator on safari the Punisher stalked through the thick white smoke and quickly closed the distance between himself and Don Fortunato's men. He neared the first man and knocked the man's weapon out of his hands and then smacked him in the face with his shotgun. The man went to the ground and as soon as he hit the Punisher emptied a shotgun shell into his face. The other blinded henchman heard the shotgun and began to fire wildly into the white fog but the Punisher stood unafraid. He was affected by the smoke but he used his anger and rage to block out the stinging feeling in his eyes and the intense urge to cough; he instead pushed forward and continued his assault.

* * *

**Study**

Angelo continued to cough but the smoke was starting to dissipate, he heard the sounds of two people grunting on the floor and so he carefully raised his head over his father's oak desk to see Captain Stacy and one of his paid men struggling tooth and nail on the ground for a gun George was holding. Angelo's eyes widen and he had just enough time to duck before a bullet erupted from the gun.

**POW!**

* * *

"MOTHAFU…." The paid henchman growled and as he tried to overpower the Captain. George grunted and growled but the man had a better advantage on him, the henchman suddenly used his free hand to punch him in the face as hard as he could. George took the shots as the came and made sure that he didn't lose his grip on his gun. The henchman came up again for another punch but George used his right arm to block it, he then his legs for leverage and was able to shove the man off of him.

George took several deep breaths and rose up and pointed his weapon at the man but it was then that the other henchman made himself known. He came in from the left and kicked George's wrist. The sudden kick knocked the gun from George's hand and sent it flying over the bullet ridden couch.

Captain Stacy turned to the second henchman just in time receive a hard hook punch to the jaw.

Captain Stacy hit the ground but he wasn't out of the fight, he turned his head and looked at the man that attacked him and then with his left foot he swept the man's feet and sent him to the ground as well. George rolled away to create some space and he spit out some blood. The older man started to rise to his feet just as his two opponents got to their feet as well.

"COME ON!" he shouted taunting them.

The two henchmen gritted their teeth and they charged for him.

* * *

**Hall**

The Punisher jammed his bowie knife into the skull of the henchman to his immediate left and then he easily ripped it out and then brought it across the throat of a man that was trying to advance from the front. The man grabbed his throat and tried to stop the blood that was squirting and sloshing out and an incredible rate. Blood splattered onto the Punisher but red liquid did nothing to stop his rage fueled assault upon Don Fortunato's men. Each man that he killed he imaged that it was one of the men that was there in Maui helping to slaughter his family; every time his knife plunged into a man's flesh he imagined that he was saving a family member…saving his Mother-in-Law….saving his Father-in-Law….his cousin…his uncle…..whoever and whatever relative they may be, he was saving them and so as more men came the more he slaughtered…..he wouldn't stop until they were all dead and his family was safe.

* * *

**Study- Desk**

Don Fortunato was fuming, the ace of up his sleeve was now gone and his men were dropping like flies.

'_This is bad'_ he thought to himself as he a cry of pain echo into his study, '_Those psychos will be upon us soon….and Angelo won't be able to defend me. This may be the end….no…no, I won't let that sonuva bitch Castle have the last laugh…..' _Don Fortunato thought to himself menacingly. He eyed Angelo who was cowering on the ground and he rolled his eyes. He then turned his attention to his oak desk and he opened on of the drawers and began to rummage around.

* * *

**SMACK! **

"OOUFF!" George grunted as a solid straight punch got him in the nose, blood ran down his nostrils but he wouldn't quit either. The men in front of him were keeping him from his daughter so not only would he not quit….he couldn't; he couldn't let his daughter down so he took the shot and pushed the pain aside. The second henchman came in with a lung but Captain Stacy stepped to the side and allowed him to hit the wall.

"AH!" the man yelled but Captain Stacy was there to silence his yell with a hard right cross followed by a hard left cross. He then grabbed the man by the front of his clothes and pushed him backwards until his back hit the first henchman. George shoved them into each other and kept pushing until they all tripped and once again fell down to the ground.

Captain Stacy recovered first, he wiped the blood from his nose and he looked around

'_Where did my gun go…the COUCH!_' he exclaimed in his mind getting up and limping towards the bullet ridden sofa, but halfway there he was tackled from behind. The two went tumbling over the sofa and to the floor.

* * *

The henchman landed on top of Captain Stacy and he rained blows down upon his face. Captain Stacy's face snapped to the right from a punch and that's when he spotted his gun, but the discarded weapon didn't catch the attention of his attacker who continued to punch him.

"FU**** COP!"

**SMACK! **

"I HATE COPS!" the Henchman shouted cocking his hand back punching Captain Stacy again.

**SMACK! **

The henchman raised his hand again but a look in Captain Stacy's eyes made his stop for a second, but the sound of a weapon being cocked made the henchman's blood run cold.

"You hate cops….I FU***** HATE SCUMBAGS!" George shouted before quickly raising his gun and shooting the henchman in the head.

**POW!** The man fell to the side and off of him. George sucked in a few breaths of air but he sucked in a breath when he heard a laugh followed by a clip being pushed into a weapon and the hammer being cocked.

He raised his head to see the second henchman with a Mac 10 in his hands.

"You're dead" he said but right as the words left his mouth a large bowie knife came flying in and nailed him in the throat. The henchman gagged for a full second letting off a few rounds from the mack 10 in the air before he dropped.

Captain Stacy pushed himself up and turned to the left to see a blood spattered Punisher standing near the entrance.

"You alright?" he asked.

"No….but I'll live" George replied as he stood to his feet.

* * *

**Desk **

Don Fortunato and Angelo suddenly heard all of the fighting stop and the father and son looked at each other for long minute. Both were breathing heavily and they were each listening for anything but all they heard was the sound of each other breathing.

"Is it over?" Angelo asked.

Don Fortunato sucked in a deep breath and looked at his son before giving a signal that they both should look up. Angelo nodded his head and in unison the two started to rise up and as they rose upwards they were both greeted by Captain Stacy and the Punisher.

* * *

The Punisher stared at Don Fortunato….the man responsible for murdering his family, and every ounce of hate in his body was sent into overdrive.

"RAH!" he roared. He leaned over grabbed the Don by the front of his clothes and yanked him over the desk and threw him to the ground. The Punisher squatted down and grabbed more of his clothes and proceeded to rain powerful blows down unto Don Fortunato.

"DAD!" Angelo shouted getting up and running around the desk but he was greeted by a pistol to the face courtesy of Captain Stacy.

Angelo went down to the floor unconscious and bleeding from a large gash on the side of his head.

* * *

The Punisher was a man possessed; no words left his mouth because he was letting his fist do the talking. He let his powerful blows do all the talking and each blow said volumes on how much he hated and despised the man beneath him. Don Fortunato to his credit did his best not to cry out but each shot was like a sledge hammer to his face.

**SMACK! SMACK! SMACK! SMACK! **

"Frank"

**SMACK! **

"Frank"

**SMACK!**

"FRANK!"

**SMACK! SMACK! SMACK!**

"FRANK! GODDAMN IT STOP!" shouted Captain Stacy grabbing his arm.

The Punisher whipped towards him and stared at him with hard glare.

"WHAT!"

"Don't kill him yet…he has to tell me where my daughter is."

"Your dauther is already dead." The Punisher replied turning back to the badly beaten Vincent Fortunato and hitting him one more time. He hit him so hard several teeth flew out of the older man's mouth.

"YOU DON"T KNOW THAT!" Captain Stacy shouted grabbing his arm again.

"George….."

"Don't George me….I…"

"H-Ha…H-Ha…." Came a weak laugh.

Frank and George looked down at Don Vincente Fortunato as he started to laugh. He was missing teeth and his nose was most definitely broken and his left eye was swollen shut, but despite all of that the Don began to laugh and laugh loudly.

"Fortunato Where IS MY DAUGHTER!" George Shouted.

Fortunato, with his good eye turned to Captain Stacy.

"….you'll never see her again….." he replied in a pained voice with blood trickling down his mouth.

"WHERE!"

"HAHAHA!?"

The Punisher growled and grabbed him by the front of his clothes and pulled him a bit so that he was eye level.

"Where is his daughter?" Frank asked in a low voice.

"I….remember that day on the beach Castle…..when I blew your wife away…HAHAHA!"

The Punisher growled and gripped the front of Don Fortunato's suit tightly.

"Your wife's death…was your punishment for killing my beloved…..and his daughter…..is his punishment for you…trying to kill me son"

"WHERE IS MY DAUGHTER YOU SON OF A BITCH!?" Captain Stacy roared.

"HAHAHAHAHA! I'll Never tell" Fortunato replied.

"Then you'll learn a whole new meaning to the word Punishment" the Punisher growled.

"I've….Got a better Idea….." Don Fortunato started. He secretly arced his left hand and allowed a small .32 pistol to fall out of his sleeve and into his awaiting hand, "…How about I SEE THE BOTH OF YOU IN HELL!" he shouted before brining up the pistol up to his head and then pulling the trigger.

**POW!** The bullet ripped through Don Vicente's skull, killing him instantly.

"NOOOOOOOOOOOOOOOO!" Captain Stacy roared at the top of his lungs. He fell to his knees and grabbed Don Fortunato by his bleeding head.

"NO! YOU BASTARD! MY DAUGHTER! YOU SON OF A BITCH!" he yelled.

While George was screaming in anguish the Punisher looked on with great satisfaction. The man that had haunted him every waking moment for the past 20 years was finally dead…even though he wasn't the one to have pulled the trigger; the Punisher still felt that Don Fortunato's Punishment had been…fulfilled.

* * *

**Present-20 minutes later **

The Punisher and Captain Stacy stood in front of the Mansion watching it burn, destroying any and all evidence that they had been there but there was still one loose end…and that end was Angelo Fortunato.

The Punisher tore his eyes away from the fire and he looked into the backseat of the car and then at his blank faced friend George Stacy.

"It's a mistake to keep him alive….we need to get rid of him."

"No" George replied quickly.

"He's a loose end…he'll rat you out."

"There has been enough death Frank…..more than enough. I helped you get your revenge on Vincente but now that he's dead our partnership is over…..Angelo lives….end of story."

"Oh yeah…..what happens when you take him in and he tells everyone what happened here….there'll be an investigation and then they'll throw you in jail."

"…..It's not like I have much to live for anyway." He replied in a defeated tone turning to face him.

The Punisher pursed his lips into a thin as he stared into George's eyes, and in those eyes he saw the look of a man who has lost everything. A look that he saw in his own eyes every single time he looked into a mirror. Frank heaved a sigh and turned away from him and back to the raging fire.

**RING! RING! RING! RING!** Went the sound of Captain Stacy's cell phone. He heard the ring and he reached into his pocket and retrieved it.

"What?" he answered.

"George…it's me"

"Kid…Why did you…."

"I saved her" Spider-Man interrupted.

"W-W-What…?" George stammered.

"I said I saved her….Gwen, she's alive…..and she's safe."

"Oh…Thank God" George gasped as he fell to his knees; tears of joy fell from his eyes as the words replayed in his mind. The phone fell from his ears as sobs racked his body.

"George..." Frank started before Captain Stacy turned to him.

"SHE'S ALIVE!" he yelled, "My baby girl is ALIVE! Thank you God…..Thank you….Jesus." George looked down on the ground and grabbed his phone, tears were still rolling down his face but he didn't care, "Where….Where is she?"

"At the Chelsea Emergency Hospital…it's on…"

"I know where it is….Thank you…ki….Spider-Man."

"No thanks necessary…..I'm glad she alive too. We'll talk more tomorrow….right now…your daughter needs you"

**CLICK!** When the called ended Captain Stacy scrambled to his feet and he head for the car.

"COME ON!"

"Where are we going?" The Punisher asked.

"To see my Daughter!"

Captain Stacy opened the door but he felt a hand on his shoulder.

"Hold on….I'm driving." Frank stated with a smile on his face.

* * *

**Chelsea Hospital **

The car pulled up to the hospital and George immediately opened the door and ran towards the entrance.

**SCREEEEEEEEEECH!** Captain Stacy stopped in his tracks and turned to see the car suddenly speed off.

"FRANK! SCREW IT!" he said as he ran into the hospital.

* * *

**Room 114**

George barged into the room and the first thing he saw was the Fantastic Four, he looked at them curiously for a second until he heard the sweetest voice on earth, the voice of his daughter Gwen Stacy.

"DAD!" she shouted.

George turned to the left and that's when he saw her.

"Gwen" he whispered rushing over to her and pulling her into a hug.

"DAD! OH MY GOD I…."

"Shhhhhh….don't say anything honey…just….just hug me" he said into her ear. Gwen nodded her head and squeezed him as hard as she could both relieved and happy to see the other alive.

* * *

**Later that Night- TV**

"_We interrupt your program to bring you this special bulletin. Good evening New York I'm Michelle Burns bringing you up to the minute news and our special broadcast tonight involves three top stories, the first being philanthropist and socialite Vanessa Fisk was stabbed earlier tonight and is in critical condition…sources say that Spider-Man brought her into the hospital but as always he evaded being questioned…is he responsible for her stabbing? More on that later…our second story once again involves Spider-man as he was involved in a major brawl in the meatpacking district of Manhattan. Spider-man faced off against a man that has been identified as being Mr. Hyde, a new villain in town who is in critical condition due to sever burns all over his body. Sources tell us that the man was at least 7'0ft tall and was as strong as the Hulk; however he wasn't strong enough to take down the mysterious vigilante that swings around this fair city. Spider-Man defeated Mr. Hyde and he is now in custody. _

_The second story involves alleged Mob associate Angelo Fortunato who is suspected in being responsible for the restaurant massacre a few days prior. Earlier today he was almost assassinated and then later on the evening he was involved in a high speed escape attempt with this man who sources have identified as Frank Castle…who has gone on to call himself the Punisher. The Punisher and Angelo Fortunato got away from police but about an hour ago The Punisher dropped Angelo Fortunato off at the Brooklyn Police Department before escaping police custody once again…_

* * *

**City Jail Holding- Next Day- 10:05 am**

Linus Lieberman aka Microchip was dressed in an orange jumpsuit and had handcuffs around his wrists. He and other dressed like himself were being lead to a white bus that would take them to Riker's Island Penitentiary where he would sit and wait for his trial. Microchip was in the front of the line so he turned his head and he eyed the prisoners behind him and he just had to shake his head.

'_One day I'm mind own business and the next I'm going to jail….that's what I get for trying to do something decent'_ he thought in his mind.

"Linus Lieberman"

Microchip turned his head around when he heard his name. He saw a guard standing next to the bus doors looking down at a clipboard.

"Uh….that's not me…." Microchip replied. The guard glared at him and then grabbed him and brought him towards the bus doors.

"Get on smartass" the Guard snapped.

Microchip gritted his teeth and he stepped onto the bus and right as he stepped on the bus doors closed and the engines started.

"HEY!" the prison guard shouted. He banged on the doors but they remained closed. The bus started to drive off and the prison guard gave chase but the bus pulled away leaving a cloud of exhaust smoke in its wake.

* * *

**Bus **

Microchip turned away from the closed doors and he looked at the empty bus and then finally at the driver who removed his hat that was tilted low. Microchip's eyes widen as he saw Frank Castle aka the Punisher turn to look at him.

"Frank!?" he exclaimed.

"Microchip."

"Did you get your revenge?"

"Don Fortunato is history" he replied.

"HAHAHAHA! Excellent….Justice has been served then. Hey wait…what are you doing here….I thought you would be out of the state, every cop in New York is looking for you. "

"I was on my way out but then I remembered something…..I need weapons." He said looking at him and smirking.

"Weapons huh…..well I am a man that knows how to get any weapon you want….and If I can't get it….I could probably build it." Microchip said while matching his smirk.

"If that's true, then you're more useful with me then sitting in some cell."

"I agree…..you know something Frank…" Microchip started, he walked towards the Punisher and put a hand on his shoulder and then looked out the front window, "I think this is the start of a beautiful friendship."

The Punisher let his smirk grow into a small smile as he stepped on the gas and made the bus speed even faster down the road.

* * *

**End CHAPTER! Read and Review:**** HAPPY NEW YEAR! 2013 WHOOOOO! LOL! Okay now that that's over….DEAR GOD! This chapter took forever, but there you have it…it's over, the Gang War is finally finished. I hope everyone enjoyed the twists, turns and emotional rollercoaster that I put everyone through. I hope this arc had something for everyone to enjoy. I know that a few of you wanted to see the Punisher so I hope you got a good look and enjoyed his debut because…that's right you guess it he'll return at some point. I wrapped up as much of the arc as I wanted to but I left a few dangling threads that'll be addressed soon enough….dare I say next chapter. LOL! Now probably the biggest thing in this chapter…that I know a lot of you are going to be a bit upset about is the Peter/Gwen…I know I know…but hey where would we be without some good drama, but you know something I agree with a few people who have sent me PM's….Spidey/Peter has been down in the dumps lately…he needs some positive female interaction….and like I said… I agree. I agree that Pete needs to have some fun…and whose more fun than a certain feline dressed Thief...Hint hint….that arc is coming right at you guys very soon…dare I say in a chapter or 2, just keep your eyes peeled for her debut which is coming. Many of you have been patiently waiting so I hope the arc will be worth the wait. Anyway, again I hope everyone enjoyed this very long arc and you can be assured that events from this arc are going to be present. An example being is: What is Captain Stacy going to be like post-killing spree and being so close to becoming Frank Castle. What's his relationship going to be like with Gwen after this…..what will Gwen be like for that matter? What will Spider-Man's relationship be like with Captain Stacy or Gwen or for that matter Johnny? All valid questions and all will be answered….sort of…within the next couple of chapters. Anyway my readers I hope all of you enjoyed this chapter…this arc and if any of you have any questions for me about my story or any of my other stories feel free to leave it in the review or just send me a PM and I'll get back to you ASAP! This is Nomad88 saying Later…..**

**Ps: Any thoughts on Amazing Spider-Man #700 and Superior Spider-Man #1…Like I said I'm going to post my thoughts on my profile so if you want to see what I think just head there or you can PM me but anyway the next story I'm going to try to update is the much awaited Secret Warrior Spider-Man. LOL! Also next chapter of TSA: Amazing Spider-Man is an Interlude but like all my Interlude it's an important chapter…complete with character development, this is me saying later….**

**Next up: Interlude: Two Vigilantes Walk into a Bar….and Start a BAR FIGHT!**


	75. Two Vigilantes Walk into a Bar

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hello Readers, its me Nomad88 back again with another chapter in the Amazing Spider-Man Universe. First Off I want to say THANK YOU! Once again to all of you readers and reviewers, I can't thank each of you enough for sticking with me through this long tale of mine and trust me I know it long but again I thank you for bearing with me as I tell it. I hope that everyone is enjoying what they are reading, and enjoying my thoughts and ideas and if you aren't just let me know and I'll see what I can to do to remedy that or at least allow me to explain my reasoning. Anyway, I hope you all continue to read and review as I continue forward. The last arc saw the Punisher come blazing into town and a Gang War…and as you readers read pretty much all hell broke loose. So with that arc over we slow things down a bit (HA! As if), and let our characters reflect on the whole ordeal and what happened. So sit back, relax and enjoy. Before I go though one last thing remember to READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Interlude: Two Vigilantes Walk into a Bar…and Start a BAR FIGHT!**

**Hell's Kitchen- Bar….with No Name- 9:35pm**

**VROOOOM! VROOOOOOOOM! SCREEEEECH! **Went the sound of several dozen motorcycles pulling up to the front of a local bar that was located in one of the seedier parts of Hell's Kitchen. The motorcycles in question belonged to the feared motorcycle gang known as The Devil's Helpers or TDH. The Devil's Helpers were a well known biker gang across the Eastern Seaboard, they were known for running drugs, assassination, gun running, truck hijacking and pretty much everything else under the sun that involved massive amounts of cash. The FBI, DEA, and ATF were always on their case but the more members that they put away the more members they recruited and added to their ranks.

The Devil's Helpers had chapters across the East Coast and each state on that coast…except one state, arguably the most important state and that was New York. The Devil's Helpers made sure to steer clear of New York or at least the city because of the Kingpin. The Kingpin found their group to be less up to his standards of crime not to mention that they drew to much attention and that they often got raided by FBI; so he gave them a stern warning to stay away from his state and city and they did…at least until his dethronement. Since the Kingpin had been sent away by Spider-Man the Devil's Helpers have been slowing infiltrating New York and the Bar…..that didn't have a name was their base of operations. The Devils' Helpers decided not to give their bar a name in fear of the Kingpin resurfacing but they were beginning to reconsider since there hasn't been any sign of the original Kingpin in almost 2 and half years. They had heard about Vanessa taking over but they in no way shape or form were intimidated by a woman and so far she hasn't poked her nose in their affairs.

The rough looking bikers shut off the engines to their choppers and then got off their bikes; they glanced at each other before turning to the bar where they could hear loud laughing, cheering and whistling from within.

* * *

**Inside the Bar**

"SHAKE IT BABY! SHAKE IT! WHOOO!" hollered a biker with long hair as he watched several half-naked women dance along a poles on the stage in front of him. He and several other bikers in the bar were doing the same thing, watching the women intently.

The inside of the bar was large and it was more of a club than a bar; it had a stage, loud blaring music and private areas for private dances.

The Bar was packed with members of the Devil's Helpers of various ages, some were old, some were young but many were between the ages of 23 and 37, but they were all loyal to the brotherhood as they called their group.

The doors were pushed open and the bikers from outside ventured inside and at the sight of them the rowdy nature already in full swing only intensified as friends and brothers greeted each other warmly.

Every few weeks they would all get together to discuss how they were going to move forward with their expansion in New York but before they discussed business they would always celebrate.

* * *

Millard _'Brass'_ Teegan, stepped out of his back office and he looked around the packed bar and at his rowdy brethren. He let a smile grace his aged face as well as let a look of pride. Brass was a burly looking man in his early to mid 50s and he was one of the co-founders of the Devil's Helpers. He had been there when they were nothing more than about five outlaws fighting against society and now they were over 200 hundred strong with more than a dozen chapters across the east coast.

'_My family'_ Brass thought to himself as he walked towards the bar; while on his way to there he was greeted by men that he had known for years and men that he himself had personally recruited; they each greeted him with warmth and respect. Brass reached the bar and the bartender poured him a shot and he gulped it down in one gulp.

* * *

"BRASS! YOU OLD F***!"

Brass heard his name and he turned around to see a lankly looking man who looked to be in the same age bracket as himself. The old Devil's Helper member grinned and opened his arms as the lankly man neared him and pulled him into a hug.

"D-Town Frank!" Brass exclaimed as he hugged him. The two old friends hugged each other tightly before breaking apart and looking at the other. D-Town Frank was lankly and tall about 6'1, long shaggy hair and an equally long beard. He was wearing tight blue jeans, a blue biker jacket with a patch that read- Co-President on the left side, the same jacket that Brass himself was wearing.

"When the hell did you get here? Why are you here?" Brass asked looking his friend.

"I just got here with the new batch of prospects from Virginia." D-Town answered.

"How are they? The Prospects, I mean, are they ready."

"Ready and willing…the question is, is New York ready for us." said D-Town.

"I've been here for months and this place is just ripe for the taking. The New Kingpin is a woman and she's got her hands full with some type of mob war." Brass replied.

"Which would allow us to just slide right on in and carve out own little slice of heaven"

"Hell's Kitchen is already ours….I say we go right for the jugular and take the rest of the town. There are a few locals that might not like the way we do things but they shouldn't pose a problem." Brass stated.

"HEHE!" came a snickering scoff.

Brass and D-Town heard the snickering and they turned to the left and looked at the bartender who was still snickering a bit. He wasn't looking at them but he could hear them.

The bartender kept snickering until he felt eyes upon him, he looked up to see Brass and D-Town both staring at him.

"Something funny Deke?" Brass asked with serious eyes.

* * *

Deacon 'Deke' Benson was the proprietor and owner of the bar that the Devil's Helpers found themselves within, and he had been for the past 10 years. During that time the bar was a quiet and peacefully run place but when the DH's road into town and declared his bar their own Deke couldn't argue too much in fear of being harmed so he went along with them and kept his mouth shut.

Deke looked at the two men and he continued to chuckle and snicker causing the two men in front of him to scrunch their face up in confusion and anger. He saw the looks on their face and he slowly reigned in his chuckling before he answered them.

"That thing….you just said about Hell's Kitchen being yours….hilarious; as well as the notion of you guys wanting to take Manhattan, even funnier."

"Who is this guy?" D-Town asked.

"A local." Brass answered before continuing "If you think the Kingpin is going to stop us then you…." Brass started angrily before being interrupted by Deke.

"It ain't the Kingpin you gotta worry about Brass." Deke interrupted quickly "It's the locals…..the costumes."

At the mention of the costumes Brass rolled his eyes and turned away from him, he eyed his rowdy brethren again before letting a smirk grace his lips.

"Don't make me laugh Deke…you really think I…we should worry about those freaks."

"Costumes?" D-Town questioned "You mean like those Avengers or Fantastic Freaks we've been hearing about all over the TV."

Brass scoffed while turning to his old friend.

"No, not them. He's talking about the other costumes….Daredevil and Spider-Man….there are others but those are the main two. These idiots wear these costumes and leap across rooftops….it's ridiculous and nothing we need to worry about."

"I wouldn't be too sure about that" Deke replied shaking his head.

"And why is that?" D-Town asked still looking at Deke.

"Because I've seen them before….both of them." Deke answered, "And your little group doesn't stand a chance in hell against them."

Brass scowled at Deke.

"What do they look like?" D-Town asked.

"Stick around…..I'm sure you'll get the chance to meet them….sooner or…"

**CRASHHHHHHHHH!**

* * *

From the glass ceiling skylight two figures burst through and fell down into the middle of the rowdy crowd of Devil's Helpers catching everyone in the bar/club off guard. All of the patrons froze in their spot at the sight of the two figures who were none other than Daredevil and Spider-Man.

The two of them looked around at all of the Devil's Helpers and they both could tell how shocked they all were at seeing them. Spider-Man turned towards the stage and he saw the half naked women staring back at him, his eye widen a bit at the sight of them but he didn't have time to dwell on it because it was then that DD cleared his throat began to speak.

"ATTENTION DEVIL'S HELPERS! I AM DAREDEVIL AND HELL'S KITCHEN BELONGS TO ME….GET THE HELL OUT!" he roared over the loud music.

A long silence passed and no one moved or even breathed. The Devil's Helpers just stared at the two vigilantes and the two of them stared back.

**SKRITTTTTT!** Went the sound of a chair skirting backwards.

Daredevil heard the sound and he whipped his head to the right, he saw the outline of one of the Devil's Helpers charging at him with a beer bottle. The Man Without Fear ducked under the swing from the bottle and then grabbed the man's outstretched arm and then threw him towards the stage with the half-naked women. The women scrambled out of the way just as the man hit the juke box on the stage and abruptly stopping the music that was still playing.

* * *

**Bar**

"Well….speak of the devil…or devils" said Deke

"SHUT UP!" Brass roared at him before stepping forward "GET THEM!" he yelled and upon command the Devil's Helpers jumped into action.

* * *

**SKRITTTT!**

"RAHHH!" screamed the dozens of Devil's Helpers as they rose from their seats and charged at the two.

'_It looks like they refused his irrefutable offer'_ Spider-Man thought before he had to lean out of the path of a punch, he responded in kind with a punch of his own. In tandem the two allies began their counter assault against the feared biker gang.

* * *

Spider-Man ducked under a vicious hook punch from a shaggy looking biker and he responded with a strong kick to the man's stomach. The kick sent the biker flying back and across a wooden table knocking it over in the process. The wall-crawler then fired two web-lines that attached to two approaching Devil's Helpers. He yanked them forward and with his strength he lifted them up and slammed them into each other earning a loud groan of pain before he released them and allowed them to fall to the ground in a heap.

'_Spider sense' _

Acting on instinct Spidey cartwheeled to the right and avoided a swipe from a pool stick, after his quick cart-wheel the wall crawler straightened up and whipped around with a roundhouse kick that snapped the pool stick in half and smacked his attacker in the face.

* * *

**WHRRRRRRRRRRR**

Daredevil heard the sound and an outline of a beer bottle flying towards him caught his attention. The scarlet clad warrior whipped around and with his Billy club smashed the battle to pieces. He then disconnected his club and formed two escrima sticks and he threw one at the man who threw the bottle.

**SPOK!** Went the sound of the escrima stick hitting the man in the lip; he went down to the ground groaning in pain which only brought music to DD's ears. He smirked a bit but the smirk quickly vanished when he heard something else or when he didn't rather. The man without fear flared his nostrils a bit and through the various smells in the bar he found the scent of his protégé and close ally Spider-Man. DD's radar sense formed an outline of his agile partner and through the chaos he stopped for a moment and _'looked'_ at him and listened.

For as long as he has known Spider-Man there was one thing about him that he noticed, he noticed that he had many special abilities but one ability that was very special about him was his ability to always keep talking. Daredevil could remember the first night that they had gone out on patrol together when he was showing him the ropes and the whole night he wouldn't shut up. He would always taunt or make jokes at his opponent, at first DD tried to get him to stop but he never did and DD learned that it was something he would have to get used to and eventually he did. It was the one thing he could always count on whenever they worked together however this was the 3rd night that they had been patrol in Hell's Kitchen together and this was the third night of stone silence and it didn't take a genius to know that there was something wrong with him.

"RAH!" came a loud yell.

DD turned to the sound as his radar outline a man jumping towards him, he gritted his teeth and he lunged forward and met the airborne man in the middle. Daredevil was stronger so he was able to tackle the man out of the air and to the ground and hit several pressure points. The pressure points froze the man on the ground and allowed DD to roll off of him and it to a crouch. He blocked an oncoming kick and then responded with a kick of his own to the man's knee cap.

"AHHHH!" the unfortunate Devil's Helper screamed out feeling his knee cap pop out of place. Daredevil hoisted him up and then tossed him into a group of Devil's Helpers that were standing by. DD turned his head to the left just as he heard Spider-Man land next to him.

* * *

"I think you dropped this." said Spidey holding up Daredevil's discarded escrima stick, DD grabbed it and the two glanced at each other before they suddenly turned and pressed their backs to each other both facing down dozens more of the Devil's Helpers that were circling around them.

Brass stepped over a few of his downed brethren and pushed his way through the crowd until he reached the middle of the circle where DD and Spider-Man were back to back. He angrily looked at the both of them.

"The two of you are dead…YOU HEAR ME DEAD!" he shouted at the top of his lungs.

DD _'looked'_ at the man that shouted and he immediately determined that he was the one in charge. He flared his nostrils and caught the man's scent before he glanced over his shoulder and _'looked' _at Spider-Man.

"Usually when they say things like that…you have some sort of smart remark." DD whispered.

"I'm not really feeling it tonight DD" Spidey replied.

"GET THEM!"

The circle of Devil's Helpers quickly enclosed around the two and at the last second they both jumped out of the circle and flipped through the air. They sailed through the air and while in the air Spider-Man fired off several web balls that nailed a few of the Devil's Helpers in the face. The two vigilantes each landed on a table outside of the circle that had formed around them.

* * *

The Devil's Helpers turned to where they landed and they began to charge.

Daredevil squatted down at lashed out at two of the approaching DH members

**SPOK! SPOK!** Went the sound of his escrima sticks hitting them in the face. DD looked to the right as he _'saw'_ a pool stick coming for him, he hopped of the table and whipped around with a spinning kick that nailed his opponent.

**CLICK! **

Daredevil heard the sound of a gun being cocked and he turned to see a long bearded man getting ready to shoot him; suddenly Spider-Man leapt over Daredevil and brought both feet down unto the man's chest knocking him backwards.

"Thanks" said DD

"You're welcome." Spider-Man replied.

"Really….that's it you're welcome. No quip about my age? Or being able to keep up?" Daredevil asked stepping to the left and delivering a powerful side kick to a DH member's stomach.

"Like I said DD….I'm not feeling it tonight" Spider-Man said again delivering an elbow to a DH member that grabbed his shoulder.

"You weren't _'feeling it'_ yesterday night or the night before. I'd ask what's with you but then I could guess. It's the gang war isn't it" Daredevil stated more than asked.

Spider-Man looked at him for a brief second before turning and sweeping a charging DH member off of his feet.

"Your silence speaks volumes." Daredevil said.

"You weren't affected by it?" Spider-Man asked as he straightened up.

"Not as strongly as you it seems." DD replied.

Spider-Man pursed his lips and he released a sigh before turning and punching a DH member in the jaw. Daredevil was right; he was affected by the gang war that exploded onto the streets of New York just a week and a half ago. Despite the time that has passed the effects of the Gang War were still being felt. Spider-Man himself felt confused and depressed. He was a bit confused in the sense because of how close he came to crossing the line of killing not just one person but two people in the span of one night and he didn't see a real problem with their death despite the fact that he knew killing was wrong and he felt depressed because right when he was about to reveal that he was Spider-Man to Gwen, the opportunity was quickly taken from him by Johnny Storm and as a result he had lost Gwen forever. Both of these events have been weighing heavily on him all week and he had been trying to keep his feeling from being seen on the surface but if anyone spent five seconds with him they could tell something was wrong, He was foolish to think he could hide something from Daredevil because he was someone that knew him very well. In fact if it wasn't for Daredevil showing up at his house and asking him to help him find the Punisher then he wouldn't even be out patrol, he would still be in the bed recovering….. mentally, more than physically.

"You didn't exactly go through what I went through that night" He finally said after a long minute.

"I was a bit preoccupied with my own battle, why don't you tell me what happened." said Daredevil while flipping a man over his hip and then stomping on the man's stomach.

Spider-Man ducked under an overhead swing and then grabbed his attackers arm and then effortlessly tossed him into a table that snapped.

"What right now?" he asked glancing at his ally.

"No time like the present."

"We're kinda busy."

"Multi-Task then" DD responded.

Spider-Man watched as Daredevil fought two guys at once and he shook his head.

"Fine." He replied releasing a sigh "During the chaos of that 'Gang' War….someone close to me…..was kidnapped, being used as leverage."

"Female."

"Yeah."

"How did they find her….did she know your identity or…"

"No, she didn't but….she's the daughter of a Police Captain and she was really being used as leverage against him."

"Talk about two birds with one stone." said DD.

"Was that a Joke?" Spider-Man asked in a shocked voice.

"Just an observation." He replied delivering a rather vicious headbutt, "Was this Fisk's doing?"

"No, it was Fortunato….he sent this…..guy who called himself Mr. Hyde after her and Fortunato told us that if we wanted to see her alive again I'd have to kill Vanessa while her father had to go after that Punisher guy."

Daredevil turned to Spider-Man and he looked at him for a long second. Spider-Man swept the feet of an attacker and while he was doing that he felt eyes upon him and he glanced over his shoulder to see Daredevil looking at him, and he released a heavy sigh.

"I didn't do it"

"I know….I heard on the news that she's in the hospital…in critical condition, apparently due to a failed mugging. She was stabbed in the chest."

"You can thank Elektra for that." Spider-Man replied flipping to the side and avoiding a flying chair that smashed into the wall behind him. He turned and fired two web balls that smacked the man that threw the chair in the head.

"ELEKTRA!? Daredevil exclaimed.

"Yeah, once I got the order from Fortunato I…..I tried to….ask Fisk nicely to surrender to him but it didn't work, and so…."

"You were going to kill her."

"Yes, maybe….I don't know…..but the choice was taken from me when Elektra showed up. We fought, she won but she didn't kill me, instead she stabbed Vanessa and said something about stealing her money and the next time that she and I met we would fight to the death."

Daredevil contemplated Spider-Man's words and the gears in his mind started to turn and it was then that he released that his talk with his former lover had gotten through to her after all. She had forfeited her contract with Vanessa and she didn't kill his young protégé.

'_The last favor I'll ever get from her probably'_ he thought to himself as he allowed a scented outline image of the Greek beauty to pass across his mind.

"Would it have been so bad if I had….killed her?" Spidey asked.

"Yes." DD answered sternly.

"Why? It's not like she doesn't deserve it…..she was willing to let an innocent girl die just to keep her Goddamn Ivory Tower. She's evil, just like her husband"

"That may be true but you aren't a murder."

"It wouldn't have been murder…it would've been me saving a life." Spider-Man retorted.

"No, it would've been you taking the law into your own hands."

"Isn't that what we do now DD…..take the law into our own hands? Last time I checked vigilantism is against the law…you of all people should know that."

"Fine…you want to be like that then yes…Vigilantism is against the law…..but it's a misdemeanor…..not a CAPITAL OFFENSE! Which is what you would've been guilty of if you would've killed Vanessa."

"Not according to Captain America."

"What?" went Daredevil while catching a punch and then elbowing his attacker in the throat and then flipping him over his hip and to the ground.

"That thing with then Red Skull a few months back, Cap was prepared to kill the Red Skull and he said that sometimes to save the lives of others you have to make the hard call. And that you have a very black and white view of a very shaded world."

* * *

Daredevil stopped fighting for a second and let the words sink into his mind. He had to think for a moment because he remembered the Red Skull incident very well and the chaos that was unleashed that day, but as he was contemplating Spidey continued to talk.

"I'm inclined to agree with Cap….some people don't deserve to live."

"…Captain America isn't the authority on who lives or dies."

"But he's…."

"A man…more importantly he's a soldier. I've…done some research on him…right when he first appeared on the scene. He's a man that was forged during war time so his views on the world are…..unique. I'll admit that the Red Skull is pure evil, he still should be put on trial to face his crimes….not killed."

"If he would've faced his crimes they would've put him to death anyway DD." Spider-Man retorted quickly while shooting a web and yanking a DH attacker towards him and punching him in the chin.

"Look this isn't about the Red Skull this is about Fisk and…..you can't compare the Red Skull to Vanessa Fisk."

"Yes I can."

"No you can't."

"Fine, if I can't compare the two of them then I can damn sure compare that sonuva bitch that kidnapped Gwen." Spider-Man growled at his mentor.

Daredevil heard the tone in his voice and he once again had to stop and look at his younger ally. The Gang War had seriously affected him, DD was a good judge of character and he could tell from their conversation that he had been shook to the very core.

"You should've seen this guy DD."

"Mr. Hyde." He questioned.

"Yes, he was as big as the Hulk….almost as strong as him and he was after Gwen…he was going to…..I don't even want to think about what he was going to do to her. He kept calling her his pretty flower and…..and…and I was going to kill him DD. I was…I was going to pound his face into mashed meat but….but…"

"You didn't…you made the right choice."

"Did I?" he asked, "Because it sure doesn't feel like I did."

"You did. Trust me I know how you feel and…." Daredevil started before he was interrupted. Spider-Man side stepped a bottle being thrown at him and he whipped around with a sidekick to his attacker before turning back to DD.

"YOU KNOW! No offense DD but you don't know S*** alright. You weren't there so you don't know what I'm talking about; I'm tired of you and your F****** RULES!" Spider-Man roared. He hopped in the air and spun around a kicked a DH member in the head and turned back to his scarlet clad ally "THE GIRL THAT I LOVE WAS ALMOST KILLED BY THIS MAN….NO, HE WASN'T A MAN BUT A INHUMAN BEAST WHO SHOULD BE PUT DOWN LIKE THE RABBID DOG THAT HE IS…..BUT I DIDN'T DO IT…..BECAUSE OF YOU! HE'S STILL ALIVE AND AND…..AND YOU CAN'T POSSIBLE KNOW HOW I FEEL SO YOU SHUT YOUR GOD DAMN MOU…" he started before his spider sense came to life. Spider-Man leaned his head to the side just as Daredevil threw one of his escrima sticks at him but at the same time Daredevil was already in mid motion so while Spidey dodged the first attack he missed the punch that nailed in him square in the jaw snapping his head to the side. Daredevil grabbed him by the front of his costume and hoisted him up in the air.

* * *

The Devil's Helpers briefly stopped their assault when they saw Daredevil attack Spider-Man and hoist him in the air by the front of his costume.

* * *

Spider-Man stared down at Daredevil and even though he knew he was blind he could tell that he was staring back at him, scowling menacingly.

"THE ONLY ONE WHO SHOULD SHUT THEIR MOUTH IS YOU!" Daredevil growled out shaking him a bit, "YOU THINK I DON"T KNOW WHAT YOU'RE GOING THROUGH…..IF ANYONE KNOWS HOW YOU FEEL IT'S ME! YOU'RE ANGRY THAT THE WOMAN YOU LOVE WAS ALMOST KILLED….COME AND TALK TO ME WHEN THE ONE YOU LOVE THE MOST IS MURDERED IN COLD BLOOD AND YOU HAVE TO BURY HER!"

Spider-Man's eyes widen a bit at the last statement; despite the anger rolling off of his mentor and ally he could feel the anguish and pain as well. He knew a little bit of DD's past but this was this was the first time he was hearing about someone he loved being murdered. Spidey opened his mouth to respond when his spider sense blared loudly. He turned his head to see several DH bikers charging straight for them but one was getting dangerously close to Daredevil.

"DD LOOK OUT!" he shouted.

Daredevil heard the shout and as a result of the yell DD's radar sense came to life and he saw a fist coming directly from him.

Brass's fist came across Daredevil's face and the Devil's Helpers leader relished at the sound of his knuckles meeting flesh. Daredevil's head snapped to the left as the strike rattled him a bit; he released his hold on Spider-Man who had just enough time to see about six or seven DH members lunge on top of him and take him to the ground.

* * *

Brass came in with another hard punch that caught Daredevil directly across the jaw again; he then came in with an uppercut that made DD's teeth click together loudly and a small amount of blood to fly out of the corner of his mouth.

Daredevil stumbled back until his back hit the wooden bar counter. The scarlet vigilante leaned on the bar and took a few deep breathes trying to will the pain in his jaw away. Blood leaked freely from his mouth and onto the floor but he simply wiped it away and looked up as he heard the approaching footsteps.

"You got some balls on you…Daredevil was it…to break in here. Hell's Kitchen doesn't belong to you nor does it belong to the Kingpin's anymore, this is Devil's Helpers turf and I'm gonna make an example out of you and your freak friend." Brass stated cracking his knuckles.

Daredevil heard him and he flared his nostrils breathing in the scent of the leader which formed an outline. He pursed his bloody lips into a thin line and waited. Brass cocked his fist back and threw another punch but at that moment DD sprung into action. He slapped the oncoming fist with his single escrima stick earning a loud cry of pain from Brass, DD then lunged forward and grabbed him by the collar with his left hand and yanked him in for a hard elbow to the face. DD then reared Brass's head back and then slammed it down on the wooden bar earning another groan before he reared the man's head back once more.

"Hell's Kitchen…belongs to me" he growled before hoisting the stunned Brass up and then throwing him over the bar and into several cases of liquor.

* * *

"OOMPH!" grunted Brass as he hit the floor; pain exploded everywhere in his body and his vision was blurry. Brass's head lolled to the right where he was able to make out a very blurry Deke.

Deke crawled over to him and waved his hand in front of his face.

"Ugh…." Brass groaned.

"Told you didn't want to meet them." said Deke.

* * *

Spider-Man was on the ground and he gritted his teeth as he felt his enemies grabbing at him.

"Guys…..you are seriously…violating my…personal space." He said as he kept two of the men that were on top of him at bay from strangling him, "So…I'm going to have to ask you to….GET OFF!"

Spider-Man quickly flexed his muscles and he lifted his legs up and tossed the three men on them off and to the side. He then brought his legs up and placed them on the chest of the two men that were trying to strangle him and he pushed. The two of them went flying back and he was able to sit up but right as he sat up he saw a pool stick coming for his face.

"WHOA!" he shouted laying back down and avoiding the strike. He looked to the left and fired a web at his attacker's legs and then pulled.

Spider-Man flipped to his feet and into a crouch; he turned to the right as Daredevil back-peddled towards him.

"I think they are starting to thin out." Said Spider-Man looking around.

"Not likely" DD replied _'seeing'_ several DH men starting to rise to their feet "But it doesn't matter though."

"Why?"

**WHOOOOOO! WHOOOO! WHOOOO!** Went the sound of police sirens.

"Oh…that's why"

"When the fighting started I heard one of the dancers calling the police." Said Daredevil calmly.

"Meaning that we just needed to keep these guys busy and right here."

* * *

**Outside**

**SCREEEEECH! **Went the sound of dozen police cars arriving in front of the bar. The police quickly got out of their cars and drew their weapons and charged for the bar entrance.

* * *

**Inside the Bar**

"Time to go." Said Daredevil slamming his escrima sticks together and forming his Billy club once again but only one end was curved. He held it up to the skylight and fired; the curved end hooked onto the edge of the skylight and retracted pulling Daredevil upwards. Spider-man fired a web to the ceiling and pulled himself upwards and stuck to the ceiling, he waited until DD was through before he himself crawled through the open skylight.

"THEY'RE RUNNING!" D-Town shouted pointing up.

**BAM! **

"POLICE!"

The remaining Devil's Helpers that were on their feet turned to the entrance to see cops swarming their bar.

* * *

**Adjacent Building Roof**

Spider-Man and Daredevil stood on the edge of the roof of the adjacent building and they were watching as several of the DH biker gang members were trying to run out of the front door but they each were tackled to the ground by a police officer.

Spidey smirked and then glanced to the left but he recoiled a bit when he didn't see Daredevil, he turned around to see his mentor of sorts walking away.

"Hey…those guys will be out before tomorrow morning."

"Not likely." Daredevil stated over his shoulder.

"Why?" asked Spider-Man quickening his pace to catch up with DD.

"First off…I got a…friend on the inside of the police department. When I first learned about these Devil's Helpers setting up shop in Hell's Kitchen I did some recon and with the amount of drugs I smelled in there…along with their stash houses that I followed them to….it shouldn't be hard to put them away."

"You had this all planned out?"

"I did." Daredevil answered.

"And you didn't even really need my help did you."

"No, I didn't."

"Then why...am I here?" Spider-Man asked stopping in his tracks, "I thought we were tracking the Punisher."

"The Punisher is gone…..he busted someone out of jail and he took off, but if I know him he'll be back….and I'll be waiting. You're here because I've been trying to figure out what the hell's been going on with you…..and now I know." He answered while turning around and _'staring'_ at him.

Spider-Man paused for a moment before looking away.

"I'm not going to apologize for how I feel…after this gang war I'm rethinking this whole non-killing thing."

"Let me ask you something. If you would've killed Vanessa….would Fortunato have released your girlfriend."

Spider-Man looked at him and then he thought back to when he told Fortunato that Vanessa was taken care of and he remembered that Fortunato was only going use him to murder someone else.

"No." he answered looking down.

"And tell me…when you were about to kill this Mr. Hyde, you had already saved your girlfriend didn't you."

"Yes."

"So at that point, the saving a life was over and it was just revenge going through your mind."

"…"

"Like I said Pete…I know what you're going through. There have been a few women in my life that have meant something to me and two of them were murdered, but I only buried one. Her name was…Karen Page… and I wanted to kill Bullseye so badly for what he did to her…I still do, but do you know why I don't…"

"Why?"

"Because he's not going to bring me down to his level…..he's not going to make me like him which is a murderer. He wants me to kill him, but I won't because I'm going to rise about that...rise above him and be the better man, which is what I'm hoping that you'll be as well. The better man, but as you found out, there are days where being the better man seems pointless and stupid… but Peter, you have to remember why we do this. We do this because we know how precious life is….all life."

"What about what Captain America said….about some life needing to be ended for the greater good?"

"As I said before…he's a soldier, his views are…unique to say the least; but then again so are mine." DD replied releasing a sigh.

"So what do I do…who do I follow Matt?"

Daredevil smirked and then turned around.

"You follow your heart Pete…..you're growing up and a part of growing up is forming your own views of the world based on your own experiences. I can't tell you what to do; I can only give you my perspective. You know where I stand and you know where your new found friend Captain America stands. It's up to you to decide what you're going to do and which path you're going to take…..hopefully, it's a path that you and I can walk together." He said over his shoulder.

Spider-Man stared at Daredevil for what seemed like forever and he allowed the words to sink into his mind.

"Get some sleep Pete….it's been a long 3 days and I'll see you around." Said DD before he ran and jumped off the building. Spider-Man quickly rushed to the edge and looked over the side but as expected Daredevil was gone.

* * *

The young hero released a sigh of his own and then carefully sat down on the edge of the roof and continued to contemplate DD's words.

"I'm my own man….and now it's time for me to decide what type of man I'll be." He said to himself. Spider-Man clinched his teeth slightly and he thought back to the events of the Gang War once again. He thought back to how he found out how Gwen was kidnapped, he thought back to how Fortunato tried to exploit Gwen's capture. He thought about how angry he was at Vanessa and what she almost forced him to do and finally he thought about Mr. Hyde and how he was the cause of Gwen almost drowning. The wall-crawler banged his fist on the edge of the roof at that final thought but then as quickly as the anger came it left because his mind roamed over the most important fact….Gwen was still alive and well. Spider-Man took a few deep breaths and then tilted his head upwards and looked at the partly cloudy sky.

'_I have to see her; but I also have to decide what kind of man I'm going to be…well, he didn't say I had to do it tonight'_ he thought to himself while standing up and placing a foot on the edge of the roof. Spidey pushed off the edge and he fell through the air for a moment before he shot a web and swung away.

* * *

**In the Air**

'_Since the gang war I have been in complete turmoil, but hopefully Gwen is doing much better. After this whole ordeal if anyone deserves some peace of mind it's her.'_ Spidey thought while swinging through the air.

He let go of his web and dove through the night air again and towards the ground. At the last second he lifted his right hand and fired another web line and he curved back up and into the air but his curve took him towards the right and in the direction that would take him to the current residence of his ex-girlfriend Gwen Stacy.

* * *

**Across Town- Lieutenant Terri Lee's Apartment-**

In the guest room of the apartment that belonged to Lieutenant Terri Lee was Gwen Stacy. Since the apartment that she shared with her father Captain Stacy burned down Lieutenant Lee welcomed them into her home until they were able to find another place to live. Gwen was in the bed sleeping but her sleep was anything but peaceful. The young teen tossed and turned within the light blue bed sheets and pained moans escaped her lips. She continued to toss and turn until suddenly her eyes snapped open and a scream erupted from her mouth.

"AHHHHHHHHHHHHHHHHHHHHH!" she screamed at the top her lungs, her head swiveling in every direction trying to figure out where she was and whose bed she was in, but her searching was interrupted by the door to the room being kicked open.

**BAM!**

* * *

The door flew open and in stormed Gwen's father Captain George Stacy and his former partner but now his most trusted Lieutenant, Terri Lee. Both were in their night clothes and they both had their weapons drawn and at the ready. They ventured into the room and looked all around searching for any sign of danger but all they saw was a visibly frightened Gwen. Terri flipped on the lights allowing them to see everything clearly and when they didn't see any intruder they relaxed and lowered their glocks.

"Gwen, honey you alright?" George asked his daughter as he released a heavy sigh and walked towards the bed, he sat down and rubbed a hand through his hair as he saw his daughter lower her head and put a hand to her face, "Was it another nightmare?" he asked.

She didn't say anything but she did nod her head. George placed his glock down and he scooted across the mattress and pulled his daughter into a tight embrace to which she returned.

Terri saw the two of them and she pursed her lips into thin line.

"I'll go put on some tea" she said before turning and heading out of the room and leaving the two of them alone.

* * *

George nodded his head at Terri's comment and he continued to hold his daughter tightly relishing in the fact that she was alive but angry at the fact that the whole ordeal happen in the first place. He had come so close to losing the only true family that he had left and he had been virtually powerless to do anything to save her. George narrowed his eyes in anger as he remembered the intense feeling of helplessness.

'_Fortunato, I hope you're burning in hell for what you put Gwen though….I hope your soul is being roasted in pit of…._' He started to think but he stopped in mid thought as Gwen suddenly pulled away from him. She had a solemn look upon her face and he knew his daughter well enough to know that she wanted cry but being the tough girl that she was she would never let him see it.

"I'm fine now Dad….I'm sorry I woke you up." She said softly while averting her eyes away from him.

"Don't be, I wasn't really sleeping." He replied still looking at her. She slowly turned back to him and caught his eyes.

"You weren't?"

"No, I was up thinking about some stuff."

"Oh." She said turning away from him again and looking towards the wall with a far away look in her eyes. George looked at the haunted look in Gwen's eyes and he couldn't help but grit his teeth in anger once again.

"Gwen….honey, do you want to talk about it….the nightmare. I'm worried about you, since, the incident you have really spoken or eaten and I….."

"No." she suddenly stated interrupting him, "I don't want to talk about it" she continued quickly, "At….least not now" she added in a low voice.

Gwen slowly laid back down and pulled the covers over her and turned away from him. George reached out to touch her but at the last second he stopped; he retracted his hand and then slowly stood up from the bed.

"I understand Gwen, but just know that whenever you're ready to talk…..I'll be here. I'll always be here for you; from now on."

George grabbed his glock and he slowly turned and he headed for the door. He cast one last look at her before he shut off the light and he silently exited the room making sure to close the door behind him.

* * *

When the door closed Gwen turned over in her bed and she cast a look at the door . She wasn't trying to be mean to her father; she knew that he was only concerned about her but she just wasn't ready to talk about what happened. She wasn't ready to completely discuss how she felt about her very very very near death experience and how she could feel herself slipping away. Gwen was a very tough girl; it was something that she prided herself on being but at the thought of how close she came to dying, broke down her tough girl façade and revealed that she too can be vulnerable.

**DRIP!**

Gwen jumped at the sudden sound.

'_What was…?'_ She started to think before she felt something wet. She shot up from her bed to see that her pillow was soaked with water. Her eyes widen in terror as copious amounts of water began to leak out of her pillow and soak her entire bed.

"No..." she whispered quickly getting out of the drenched bed but as her feet hit the floor she felt a puddle of water already on the ground, "No….No….No…." she whispered to herself frantically. She knew that this was all in her mind but the cold water touching her feet told her otherwise. Gwen swallowed hard as the dripping sound turned into a full blown stream of running water. She slapped her hands over her ears and sunk to her knees.

'_NO! THIS ISN"T REAL!_' she shouted in her head. Gwen turned her head to the left and she eyed the night stand next to the bed; while on her knees she made her way through the water and over to the nightstand and she quickly opened it and she grabbed the single item inside of the drawer. In the drawer was a hand held number 4 emblem, the same emblem that was worn by the Fantastic Four. The emblem was given to her by her current boyfriend Johnny Storm aka The Human Torch as a way to directly contact him if she was ever in trouble.

Gwen tapped the 4 emblem two times and immediately Johnny's voice could be heard over the line.

"Gwen….what's wrong."

"Johnny I….can you please come over." She said quickly while still hearing the running water and seeing water everywhere.

"I'll be there in 10 minutes." He replied cutting the line.

Gwen nodded her head and then sat down on the wet ground; she put her hands back over her ears and closed her eyes.

'_It's not real….It's not real….It's not real'_ she thought in mind over and over again.

* * *

**Outside Gwen's Room**

George Stacy stood with his ear to the door of his daughter's room and he could hear her mumbling something but he couldn't make out what it was that she was saying but he did make out the absolute terror within her mumbling. He heaved another sigh before turning away and walking towards the kitchen.

* * *

**Kitchen**

George entered the small kitchen and he placed his glock down on the counter and he leaned forward.

"Is she going to be okay?" came Terri's voice. George looked up at her and he shook his head.

"I think so….maybe….I don't know."

"George this is the 3rd time this week and if you add in last week it equals up into a lot of nightmares. I think she needs to talk to someone….a professional."

"A shrink….no, what she needs…is to be left alone. When she's ready she'll…" he trailed off before rubbing a hand down his tired face.

"George she needs to talk about what happen that's the only way she'll get better."

"I know Terri…I know, and she won't talk to me about it because I guess she thinks I'm too stressed out already."

"Which you are. I think you need to talk to someone too. Both of you really need to…"

"No Thank-you." He replied dryly cutting her off "I'll admit I am stressed out but I'm never too stressed out to listen to my daughter…..not after this whole ordeal with Fortunato."

"Speaking of which….I've been meaning to ask you about that." She said calmly.

George allowed a blank look to form over his face as his eyes caught hers.

"What did you want to know?" he asked slowly.

"…..Did you kill him?"

George stared at her and he shifted in his spot before folding his arms across his chest.

"Why would you ask that?"

"Since I've gotten hold of a few facts."

"Facts like what?" he asked.

Terri took a breath and tilted her head to the side. The official story that was floating around concerning the Fortunato family was that Angelo Fortunato was in jail awaiting trial for conspiracy to commit murder and kidnapping. It was known that his father Don Vicente Fortunato was in town making moves against the new Kingpin of crime and it was known that his daughter had been kidnapped by Fortunato and it was known that Spider-Man had saved her but the main thing that was left out was the whereabouts of Captain Stacy, a small detail that was left out of the report that he had given but no one really questioned his whereabouts because they were all really worried about his daughter being kidnapped. Terri, however, wasn't so easily fooled as the others. She was worried about Gwen, but she was more worried about his whereabouts. She knew about the personal vendetta he had against Fortunato and she remembered the call that she had gotten from him about how she was in charge and how he would be going off the grid. A few hours had passed before he resurfaced and then shortly after that a beaten and haggard looking Angelo Fortunato resurfaced at the Brooklyn PD thanks in part to the Punisher. A few things didn't add up and she had spent the better part of a week trying to put the pieces together.

"Facts like what Terri?" George asked again.

"Your whereabouts….."

"I was…." He started.

"Running down leads on where Fortunato was keeping your daughter…..yea I read your report, but what you failed to write in your report was your little detour to Queens….and then to Staten Island."

"…."

"You're wondering how I know that right….well I had a friend of mine trace your phone calls for that day." She answered.

"WHAT!?" George yelled, but Terri ignored his yell and continued speaking.

"You received a call at a place called Lieberman's Hardware Store. I took a drive out there last week. It had been taped off by Queens PD, but I snuck in and searched the place and found a hidden room full of weapons and few weapons were missing; smoke grenades and silencers. I then went to Staten Island and curiously a mysterious and massive fire was reported at a Mansion in a secluded suburb….several charred and bullet ridden bodies were found within the remains of the rubble. Staten Island PD had no leads but their forensics team ran some an id's on the remains of the men in the rubble. The first that name came up…..an Aldo Ferrari. A very bad man with a long rap sheet….and a known associate of Don Vincente Fortunato. Care to guess the id's of the other remains…and their known associate."

"Your point Terri?"

"I want to know did you kill Don Fortunato….or did you let your buddy the Punisher do it, while you stood by and watched."

George scoffed and turned away and shook his head.

"Jesus Christ George." Terri stated shaking her head.

George was silent for a long moment before he answered her question.

"No, I didn't kill him and neither did Frank…..he killed himself." He said over his shoulder.

"What….why?"

"Because he wanted to have the last laugh…..Frank and I…..stormed his mansion, killing anyone that got in our way and Fortunato knew that we were closing in so….he put a bullet to his head, just to spite us…..spite me rather."

"You and Castle storming a mansion and killing everyone in your path" Terri repeated "You were supposed to be helping to save him from what he is…..not become him George."

George whipped around to her and stared at her with a hard stare.

"The rules change when someone you care about is on the line, what was I supposed to do sit around and wait for a miracle or get proactive; like you would not have done the same thing, if you had a had known Cletus Kasady kidnapped your sister."

Terri gritted her teeth and raised her hand.

"This isn't about me, this is about you." She snapped "And about how you went from honest cop to Punisher Light."

He rolled his eyes and waved her off.

"I wasn't acting as a cop….I was acting as a father."

"Regardless…..look George I'm not…I'm not…putting down what you did nor am I condoning it; I understand, it's just that if anyone ever found out what you've done…." She started.

"How?" he asked "There's no evidence."

"I found evidence….and if I found it out someone else will too."

"No one will found out...no one." He replied to her. Terri looked at him for a long moment until she heard the water in the teapot boiling. She reluctantly turned away from him and took the pot off of the stove.

"For your sake and Gwen's you better hope you're right."

* * *

**Riker's Island- Cell Block E**

Laying on a cold and uncomfortable bunk-bed like cot was Angelo Fortunato. Angelo was sporting several bruises and cuts on his face but the one thing on his face that was more visible than his injuries was the scowl of anger. Angelo laid in his cot staring at the cement ceiling deep in thought. There were several things on his mind, the first of course being that he was in jail for the next couple of weeks to a few months or however long it took for his case to come up. He couldn't get out on bail because of who he is and the fact that he was flight risk so in his cell he sat and had sat for the last week and 3 days. He was thinking about the death of his father Vincente Fortunato and finally he was thinking of the ones responsible: Captain George Stacy, Spider-Man, and The Punisher. The Punisher lingered on his mind for a minute as he remember the last time he saw him and what was said between the two of them.

* * *

_**Flashback- 1 week ago**_

_**SMACK!**_

"_WAKE UP ANGELO!" came a shout. _

"_Ugh…." Went the groggy Angelo Fortunato as he was roused from his forced slumber. He cracked open his eyes and the first thing he saw was the blood covered Frank Castle. He jumped a bit before looking around frantically searching for his father and their men but he didn't see any of them all he saw was an empty and vacant lot. _

"_My…My father…" he started before being interrupted. _

"_Dead." The Punisher stated, "Probably rotting in hell as we speak" _

_Angelo's eyes widen at his comment before he narrowed his eyes. _

"…_..well go on then….kill me" _

_The Punisher looked at him with a long blank stare. _

"_KILL ME! Because if you don't…I swear….on the very foundation of my soul I will kill you…..I'll kill Spider-Man and I'll Kill George Stacy….just like his daughter." _

_The Punisher reared his hand back and punched Angelo square in the jaw. _

"_Don't tempt me Angelo...because I could kill you right here and now but…I'm not. No, I never really wanted you…I only wanted your father and now that he's dead there's really no point in killing you…but when you say things like that then it gives me a reason. I'm trying to give you a pass Angelo…a one time only pass. I suggest you use it to do something else with your life. However there are rules. Rule number 1: Stay away from George Stacy and his family…if I hear that you went after him again or if I even get the feeling that you're thinking about harming him I will find you and I will kill you and I'll do it with this knife right here" said The Punisher pulling his dried bloodied and sharp bowie knife. He held it close to Angelo's face and allowed him to get a good whiff of the blood that was on it. Angelo of course instinctively averted his head away from the smell. _

"_And finally the last rule is that you will keep your mouth shut as to what happen at your father's Mansion, not. a. word." _

_Angelo turned back to the Punisher and they caught each other's eyes for a long moment until the Punisher raised his left hand, balled his fingers into a fist and then leaned forward. Angelo suddenly saw an explosion of stars and then nothing but blackness. _

* * *

**Present- Riker's Island**

Angelo remembered how he woke up in the Brooklyn PD custody and over the next couple of days he was charged with kidnapping and conspiracy to commit murder, serious charges that he could do nothing to dispute at the current moment.

Angelo slammed his fist into the wall and sat up in his cot.

'_He should've killed me when he had the chance…..I swear to God I will get even with all of them. If it's the last thing that I….'_ he started to think.

"HEY!" came a loud shout.

Angelo heard the shout and he turned to the wall he had just banged with his fist.

"Watch the banging asshole I'm trying to sleep" the voice, which was distinctly southern, snapped from the cell next to Angelo's.

"SCREW YOU!" Angelo shouted "Do you have any idea who I am."

"I don't give a rat's ass who you are fella…just keep the banging dow…" The southern voice started but as he was speaking Angelo growled and lifted his fist and slammed it into the wall several times.

**BANG! BANG! BANG! BANG! BANG!**

Angelo's hand was hurting but he didn't cry out, he just stared at the wall waiting for his new friend to say something.

"Hahahahahaha…..you got some spunk new guy, not a lot of smarts, but spunk I'll give you that."

"Screw you."

"So, tell me what's got you in such a mood."

"Screw you." Angelo said again but a tad more forcefully.

"Hey, we're cell mates, neighbors really and we're already off to a bad start…I'm trying offer you an olive branch, but if you slap away my generosity…then I'll have to hurt you tomorrow. I'm well connected in here." The mystery man said in a low voice.

* * *

Angelo stayed silent for a moment as he heard the threat. He had only been in Riker's Island for about a week and since then he hasn't made any friends on the inside. He knew it was only a matter of time before he was approached by either a friend, an enemy or something else that he didn't even want to think about. The east coast wasn't exactly filled with people who were loyal to the Fortunato Family, neither he or his father anticipated either of them going to jail and they didn't have time to set up any of their people on the inside, so it was in his best interest to play nice…at least for now. He bit his lip before he released a sigh and gently leaned his head on the cement wall.

"Revenge." Angelo finally stated.

"Revenge huh….heh, a subject I know all too well. I got revenge on my mind as well."

"Good for you." Angelo said dryly.

"What's your name hoss?" his southern cellmate asked.

"….Angelo, and you?"

"Tha name's Schultz…..but I like it when people call me…..**Shocker**."

* * *

**In the Air**

Johnny Storm aka The Human Torch flew through the night time air and towards the temporary homestead of his current girlfriend Gwen Stacy. She had called him in a panic and asked him to come over and he had wanted to go to her immediately but he had to meet with a lawyer and determine if the lawsuit that was still impending against him was valid; and to his and his teams displeasure the lawsuit was valid. It was valid because of the taped footage of Johnny using his powers against the chemist Dr. Jarrod Domos. The footage was clear and crisp enough for any judge or jury to rule against him. Johnny's sister Susan Storm asked if they could settle out of court and their lawyer said that she would do everything in her power to see that the case never went to court because if it did it would damage the Fantastic Four's reputation and that was something that they didn't want. Johnny was upset at himself for getting caught on tape but he wasn't sorry for what he did. Dr. Domos was guilty by being an association of the man that kidnapped the girl that he loves. He had told his lawyer that and she believed him however he had to have evidence which is something that he didn't have at the current moment; but his legal problems were the last thing on his mind, right now all he wanted to do was go to Gwen and comfort her, this was the fifth time she has called him in the last week and 3 days and he didn't mind her calling him but it was beginning to worry him. He could see the terror she held in her eyes at the nightmares she was having but being who she was she would never say what the nightmares were about, and he would never pressure her….she would tell him when she was ready.

Johnny dipped low in the air and then barrel rolled around a building until he saw the apartment complex that Gwen and her father were staying in; but as he approached the side where he knew her window to be he saw something strange. He saw Spider-Man sticking to the side of the building and peering through a window…a window he recognized.

'_What the hell'_ he thought in his mind pulling up and hovering in the air. He narrowed his eyes as Spider-Man sprung off the wall and then swung away. Johnny pursed his lips together and then flew after him.

* * *

**Not too far away**

Spider-Man released a heavy sigh as he thought about how frightened Gwen looked; after the whole Gang War fiasco he and Captain Stacy had a long talk a few days later and the Captain let slip that Lieutenant Terri Lee had welcomed them into her home. He had wanted to see Gwen so one night he had followed the Lieutenant home and he found her apartment, from there he had been periodically checking up on all three of them…Gwen more so than them and he had witnessed some of her nightmares. He wanted to go to her to comfort her but he had lost the right to be with her and she had been calling upon someone else for comfort.

'…_Johnny just doesn't know how…..SPIDER SENSE!' _

Spidey looked up just as the web-line he was swinging from was hit with a fireball. The line snapped and he fell through the air.

Spider-Man twisted in the air and he fired another web-line and then swung himself to safety. He landed in a crouch on the edge of a billboard and he looked upwards just as the Human Torch lowered down in front of him.

* * *

"WHAT THE HELL ARE YOU DOING!?" Spidey yelled at him.

"I should be asking you that" Johnny replied extinguishing the flames from his torso so his face could be seen, "Don't you know voyeurism is a crime."

"Can you even spell that word?"

"C, R, I, M, E" said Johnny.

"No…not that…" Spider-Man started then stopped before shaking his head "What do you want?"

"I want to know why you were peeking in on my girlfriend." Johnny stated seriously; Spider-Man stared at him and then turned away, "Well?"

"I-I…wanted to see if she was okay, alright." Spidey replied.

"Why didn't you just ask me? I am her boyfriend."

"Yeah." Spider-Man said stoically, "I didn't ask you because I wanted to see for myself."

"Why."

Spider-Man continued to stare off and away from him not answering his question, Johnny was about to ask him again but then another thought crossed his mind. Seeing Spider-Man again reminded him of how he had caught him kissing on his girlfriend when he had saved her. He hadn't forgotten it was just pushed to the side in lieu of everything else that was going on in his life…namely the lawsuit.

Spider-Man turned back to him and opened his mouth but he was interrupted by Johnny who floated closer towards him.

"I got a better question for you….one that's more important than your peeping Tom activities."

"I wasn't….peep…._sigh_…forget it, what is it Storm?"

"Why did you kiss my girlfriend, at the Pier…when I got there you were kissing her….why?"

Spider-Man had forgotten that Johnny had arrived just when he had revived Gwen through CPR. He had been so overjoyed in her being alive that could help but express his joy and kiss her. The wall-crawler remembered the feelings he felt at that moment and he remembered the feeling he felt when he heard that she said that she loved Johnny.

"HEY! BUG BOY! ANSWER THE QUESTION!"

Spider-Man shook his head and then focused on the visibly angry Johnny Storm, but considering the week that he was having he didn't really care. If anyone had the right to be angry it was him…Johnny didn't realize what he went through last week to save Gwen, he didn't realize the trials and tribulations, he didn't realize how hard his moral compass had been rocked and he damn sure didn't realize the emotional turmoil he was going through. Spidey curled his lips and then stood from his crouch so he and Johnny were eye to eye.

"Do you really want to know Johnny, do you really want to know why I kissed her?"

"It's why I asked. Who do you think you are huh…believing that you can go around kissing other people's girlfriends whenever you feel like it, and it's not like she even knows you…."

"Actually she does…..she knows me very well." he said suddenly.

"And how would she?"

Spider-Man leaned a little bit closer to the young fire wielding hero, so Johnny could see himself in his reflective lenses.

"Let's just say that…..she wasn't always your girlfriend Johnny, that's why I kissed her."

"Wha…." He started before Spider-Man quickly sprung to the left and shot a web.

Johnny hovered there and watched as he swung away into the night. He continued to hover there watching the web-spinning wonder while letting his words run through his mind, and then suddenly Johnny remember something else about that day on the pier, after he arrived.

* * *

_**Flashback**_

"_Gwen baby it's me…" he whispered to her. _

"_P…Peter…."_

* * *

**Present**

His eyes widen as he thought about the first name out of her mouth, coupled with the fact that he had seen Spider-Man hovering over her and talking to her, not mention how he had just caught him trying to _'check'_ up on her. Johnny would be the first to admit that he wasn't all that smart but he wasn't stupid. His heart began to race as he was hit by hard realization while continuing to watch Spider-Man swing off into the distance.

"Parker?"

* * *

**End Chapter: Read and Review- **** BWHAHAHAHAHA CLIFF HANGER OR IS IT? Hey Readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the interlude, not exactly a chapter but an important segment in the overall story….what am I doing, you readers already know that right, LOL! Many things happened in this interlude…but as always the center theme of these interludes is the character moments and several characters were highlighted in this chapter. As I think I stated last chapter or early in the interlude this segment would be dealing with the fallout of the gang war. I didn't do everyone that I wanted but I did do the most important and that of course was the anticipated conversation btwn Daredevil and Spider-Man about killing and Captain America's insight from the Skull Unleashed Event. I tried to touch upon the points that I think you readers would like but also I left out some points for at a later time, but I think the main point of the interlude was pointed out. Peter is growing up and he'll have to follow his own mind instead of Daredevil's or Captain America. I'm sure the part with Gwen and Captain Stacy shocked a few of you…I bet that you thought that they would probably be closer to each other b/c of the Gang War and in a sense they are but at the same time they aren't and I'll dive more into that as the chapters progress. I hope Gwen seemed in character, I was trying to imagine how someone would possible react after an ordeal like that and I believe that I struck the right cord with Gwen but that'll be up to you readers to decide if you agree with the direction that I'm going. Captain Stacy and Lieutenant Lee are going through changes as well. She knows about the events of what happened at Fortunato's Mansion and she knows that if anyone found out about an incident like that George would be in hot water. Its good thing no one else knows…..but that could change when another Detective…a **_**cough**_** Jean **_**cough**_** DeWolff gets curious. What would Detective Lee do to protect her best friend….uh oh….I've said too much LOL! Angelo and Shocker….not good…at all. And Finally Johnny and Spider-Man….a ton of gears are turning my readers and a ton of stuff is coming your way as this month finishes out as well as the rest of the year. I hope all of you are ready especially because another MARVEL UNIVERSE EVENT is heading your way very very very soon. I hope to see all of you there, if any of you have any questions, comments, rants, raves or anything in between please either leave it in the review or just send me a PM and I'll get back to you ASAP, this is Nomad88 saying Later…..**

**Ps: We are 3 going on 4 issues into the Superior Spider-Man…thoughts so far anyone?**

**Next up: The Birth of Franklin Richards **


	76. The Birth of Franklin Richards

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back again with another chapter in this long and epic tale of mine and readers I just have to say THANK YOU! Once again I have to thank you readers for making this story the success that it is…600 reviews…600, never in my wildest dream did I imagine hitting 600 reviews let alone going past it…I mean of course I've thought about it but to actually reach it is another story. WOW! THANK YOU! I appreciate all of you for taking the time out to read this story and to share your thoughts, and I pray that all of you continue to read and review all the way until 700….800…and dare I even say 900, or am I getting too greedy LOL! Well I hope everyone enjoyed the interlude as we now move on to a regular chapter….kinda…it's kinda like another calm chapter like the last chapter….HAHAHA! I'm sorry I tried to say that with a straight face just now..this chapter is anything but calm, it's hectic, crazy and just another day in the life of our hero and his second family The Fantastic Four. Also, there is a bit of a time skip but it isn't that big of a skip...basically summertime is about over and a new school year is about to begin, but enough of me talking all will be explained. However, before I go I would just like to say thank you once again as well as Read, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 67: The Birth of Franklin Richards**

**The Baxter Building- Friday- 10:35am**

Standing in front of the large vanity mirror in the corner of her room was the heavily pregnant Susan Storm; she stood there with her shirt pulled up and eyes locked upon her swollen abdomen that held her unborn child. The young heroine raised her hand and affectionately placed it on her belly and she let a smile grace her lips.

"Anyday now" she said out loud, mostly to herself as she began to rub, "You'll be out and in the world and…."

"Sue!"

Susan heard her name being called and she turned around just as her fiancé and the father of her unborn baby Reed Richards entered the room that they shared together.

"There you are. I've been looking all over for you" he said softly.

"I was just…talking to our baby."

Reed smiled and walked over to his beautiful fiancé and he affectionately placed his hand over hers and they rubbed her swollen abdomen together. They touched their foreheads together as they looked at each other in the vanity mirror.

"Any day now" he whispered to her.

"That's what I said" she replied chuckling a bit, "Man, I can't believe he'll be here already, it seems like only yesterday that I found out"

"Maybe to you but not to me….Lord knows I for one will be happy when Franklin is born."

"Why did you say it like that?"

Reed looked at Sue's reflection and he smiled sweetly.

* * *

**Flashback- Two Weeks Ago- Kitchen**

_Reed, Ben, and Johnny were sitting at the kitchen table each eating their own specially prepared breakfast when they heard and unbelievably loud yell of anger. _

"_RAHHHH!" _

_The three of them looked up and simultaneously turned their heads to see a visibly angry and pregnant Susan Storm stomping down the hallway and towards the three of them._

_**STOMP! STOMP! STOMP!**__ Sue stopped at the table and slammed her hands down rattling the table and knocking over Ben's breakfast and into his lap. _

"_AW CRAP!" he growled "Watch it Su…" he started before Sue whipped her head to him and he saw the angry scowl. Ben instantly clamped his rocky mouth shut. Sue turned back to Reed and she leaned in real close. _

"_REED! HOW MANY TIMES DO I HAVE TO TELL YOU TO PUT THE GODDAMN TOLIET SEAT DOWN AFTER YOU FINISH USING IT!?" _

"_I did…" he replied. _

"_REALLY! THEN WHY WHEN I WENT TO SIT DOWN I FELL IN!" _

"_Uh…Uh…I thought I did." _

"_EXACTLY! MAKE SURE YOU PUT IT DOWN NEXT TIME!" she roared before turning and starting back down the hallway. _

_As she walked away Reed, Ben and Johnny were greeted to the sight of a giant wet stain on her butt and out of the three of them Johnny began to laugh, but right as he started to laugh and invisible force field suddenly hit him and knocked him out of his chair. _

* * *

**Present- Reed and Sue's Room**

Reed smiled sweetly and started to chuckle.

"No reason" he said before lifting his head and kissing her on the forehead. Reed pulled away and was about to walk off when Sue grabbed him and turned to face him.

"Reed"

"Yes, Sue?"

"There's something I've been meaning to talk to you about" she started before taking a deep breath and scrunching up her face a bit.

"What is it?" he asked raising an eyebrow and hoping that it wasn't something serious but her face told him otherwise. Sue bit her lip and then pursed them together.

"We have to get married today." She stated seriously.

"WHAT!?" he exclaimed, completely shocked by her statement.

"I know it's kinda sudden but I mean we're going to get married anyway, so, why don't we just you know…speed it up a little."

"Uh…well what about the wedding plans that you wanted…the spring wedding and…."

"I know, I know, but it's just that while I did want a spring wedding…..Franklin won't exactly be a spring baby. He's coming out any day now and I…..I had this vision of me being married, being a Mrs., before giving birth to a child." She said to himself lowering her head a bit.

"Oh, you mean you don't want to have a child out of wed-lock." Reed surmised.

"Basically; before I give birth to our son I want to be Mrs. Susan Storm-Richards. Call me old fashioned but it's what I want, and I'm pretty sure my father would have wanted it that way as well."

"Then what do you suggest Sue, we've already set a date and I think Ben's inviting some of his family and…."

"You and I go down to the courthouse right now and get married privately and then we'll have the 'real' wedding this spring."

Reed looked at his fiancé and he could see the look in her eyes, and he knew her well enough to know that this is something that she really wanted and it was something that has been on her mind for a long time. Reed shifted in his spot a bit and took a breath. Susan was the love of his life and he did want to marry her but he was more than comfortable with the actual wedding being months down the road, but now his breathing zone had gone from months away to a few minutes and that was enough to give any man a moment's pause; but as he stood there looking at her and then allowing his eyes to travel to her bulging abdomen he couldn't help but agree on some level that it would be nice to be married before their son was born into the world. He released a sigh and then rubbed his neck before he straightened and walked towards her again. He placed his hands on her shoulders and then he kissed her on the forehead.

"Get your coat, we want to beat the rush hour traffic don't we." he said, which brought a very big smile to her face.

"Thank you" she replied leaning up and kissing him on the cheek. She then turned and headed for the closet that was a few feet away, and while she was doing that Reed was watching her intently and as he watched her rummage through the closet whatever feeling of apprehension that was going through him was slowly starting to melt away.

'_I can do this…..I can do this for her because…..I Love her and I want to make her happy'_ he thought to himself.

Sue exited the closet with a thin blue windbreaker jacket and walked up to him.

"I'm ready, let's g…"

**ERRRRRRRRRN! ERRRRRRRRRRN! ERRRRRRRRRRRRRN!** Went the loud and annoying alarm. All of the lights started blinking and flashing red and immediately Sue and Reed looked at each other. Reed pursed his lips into a line before he hit the 4 logo on his chest.

"BEN! JOHNNY! THE ALARM! GET TO THE LAB NOW!" he yelled. Reed then grabbed Sue by the hand and the two of them rushed out of their shared room and to the lab.

* * *

**Kitchen- Before the Alarm**

Ben Grimm aka The Thing, sat in the specially made chair that was designed to hold his weight by his best friend Reed Richards. He sat there with a scowl on his rocky face staring at the person directly across from him, and that person was the Fantastic Four's official lawyer…**Jennifer Walters.** Jennifer was an attractive woman in her late 20s early 30s, standing at about 5'10 with medium length brown hair, green eyes and a fair complexion. She had an average slim build that was covered by a fashionably elegant pinstriped suit. Jennifer had been the Fantastic Four's lawyer for the past few months, ever since Johnny was charged with assault and using his powers against chemist Dr. Jarrod Domos, a case that was still pending. She had been trying her damndest to get the case overturned or settled out of court quietly but as the days rolled on the case had been leaked to the media, and now the media was having a field day with the footage.

Jennifer released a sigh and then pressed pause on the Ipad 2 in her hands and then leaned back in her chair.

"Can't you make this go away Jen?" Ben asked.

"Ben, I'm a lawyer not a Publicist. Which is what you guys need at this point." She replied while stuffing her Ipad into her briefcase.

"Well do something."

"I am, I'm trying to win the case. I went to have a meeting with Domos's lawyer again and they decided to settle but they want a million dollars."

"A MILLION DOLLARS!" Ben shouted.

"That's their price." She replied rubbing her eyes.

"SONUVA!" Ben shouted again before slamming his rocky fist down onto the table, "If he thinks Johnny was scary wait till he gets a load of me"

"Ben I would advise against that, right now the best thing to do in my opinion is to go ahead and pay the money."

"LIKE HELL!"

"I know, I know.."

"No you don't know, we don't have that kid of cash."

"You don't?" Jen questioned,

"No"

"Then how are you guys affording to pay me?" she asked with raised eyebrows.

"Who says we're paying you" Ben retorted.

Jen let a blank look cross her face before she folded her arms and shook her head.

"Where's Johnny, I really need to be discussing this with Johnny."

"The kid's hanging out with his girlfriend."

"If you guys don't want to pay the money, and we can't prove that Domos is crooked then our only hope is to appeal to his compassion."

"Meaning what?" Ben asked.

"Johnny has to apologize."

"He's ain't gonna apologize, he ain't the type. Neither am I for that matter. And on top of that it's a matter of Principle, that Domos guy played a part in sumthin terrible and he's gonna pay."

"But, we can't prove it so the only people that are going to pay are the 4 of you."

**ERNNNNNNNNNNNN! ERNNNNNNNNNNNNNNN! ERNNNNNNNNNN! **Went the alarm.

"What the hell is that!?" Jen exclaimed looking around as the lights dimmed and flashed.

**DEET! DEET!** Ben looked down and then he touched the 4 logo on his shorts.

"BEN! JOHNNY! THE ALARM GET TO THE LAB NOW!"

Ben quickly scooted back from the table and he stood to his feet. He turned to the right and he began to rush down the hall and towards the lab. Jen looked around in a fright and then she put her hands over her ears to block out the sound of the alarm.

"BEN! BEN WAIT!" she yelled as she too got up from the table and rushed down the hall after him.

* * *

**Few Minutes Earlier- Before the Alarm- Johnny's Room**

In the center of the messy and unkempt bedroom were Johnny Storm and his girlfriend of the past year and a few months Gwen Stacy. The two of them were standing still and facing each other but they weren't saying anything because on their heads were a pair of silver helmets. The helmets were a virtual reality game created by Reed Richards as a Christmas gift to Johnny. The duo were currently using the virtual reality helmet to play an intense game of virtual-pong.

* * *

**Virtual Reality**

The two of them were in a vibrantly blue boxed arena that was surrounded by virtual people cheering and screaming. In the arena Johnny was wearing a neon blue suit and twirling a neon blue paddle in his hands, while Gwen was wearing a neon green suit and twirling a neon green paddle.

* * *

"LADIES AND GENTLEMEN THE SCORE IS NOW TIED WITH JOHNNY STORM HAVING 3 POINTS AND GWEN STACY HAVING 3 POINTS. IT ALL COMES DOWN TO THIS!" the virtual announcer announced loudly. The virtual audience cheered and hollered even louder.

* * *

**DING! DING!** Went the sound, that was the signal that the ball was about to be produced, and from the ceiling a white ball shot out and ricocheted all around the boxed arena. It bounced and bounced until it shot towards Johnny who smirked and then gripped his paddle.

"COMIN AT CHA!" he shouted as he used his paddle to smack the oncoming pong ball.

* * *

The ball flew upwards and hit the ceiling before flying right towards Gwen who smirked and prepared herself. She twirled her neon green paddle and then right as it neared she reared back and smacked it with all of her might.

As she watched the virtual ball bounce all over the arena, and she heard the virtual people scream and cheer her name she couldn't help but let a smile cross her lips. It had been about 2 going on 3 months since her whole ordeal with Mr. Hyde and not a day went by that she didn't think about it, it was always on her mind and it was always in her dreams; however, it was not as bad as it used to be. She wasn't waking up in the middle of the night screaming anymore but she wasn't exactly better either; from time to time she would get flashes from that night and each flash would cause her to fly into a panic attack.

Gwen's large smile shortened a bit as her mind drifted to her last panic attack. She was at the grocery store getting some things for Lieutenant Lee's bare refrigerator when she suddenly heard laughing. She had turned around to see a burly man laughing with his friend but as he was laughing he suddenly turned into an image of a burned and scarred Mr. Hyde. At the sight of him she jumped and began to back away and that's also when her breathing quickened and her heart raced. The panic attack was swift and sudden and it felt like she was drowning all over again.

Gwen saw Johnny hit her serve but her attention was far from the ball that was ricocheting around the arena. Her mind was fixated on her last panic attack and how she managed to get it to stop. She vividly remembered how the panic attack gripped her and she even remembered falling to the ground. The laughing image of Mr. Hyde was still in front of her and seeing him and his deformity made her close her eye, but while her eyes were closed and she saw blackness she heard someone calling her name….she could recognized the voice and the urgency in the tone.

* * *

"_Gwendolyn…..come back to me please…I Love you…you can't leave me_.

* * *

'_Pe….' _

"GWEN LOOK OUT!" Johnny screamed.

Gwen shook her head and awoke from her daze; her eyes focused in on the ball that was heading directly for her.

"OH CRAP!" she managed to yell right before the ball smacked her in the forehead.

* * *

**Real World- Johnny's Room**

"OWWW!' Gwen screamed in pain, she quickly reached up to the helmet on her head and she took off and then immediately began to rub her forehead, "What the hell…I thought that this was virtual reality…meaning that it isn't real"

Johnny took his helmet off and he grinned.

"Your mind makes it real Neo" he said as he walked towards her.

"Thank you Morpheus" she replied dryly. Johnny's grin only grew as he touched the spot where she got hit and he started to rub.

"Why does it hurt?" she asked.

"Because I have it on a special setting, I was playing with this thing earlier and I like a challenge. I forgot to turn down." He said, "I think the real questions is what had you so distracted that you couldn't see a glowing white ball heading right for you?"

Gwen pulled her head away from his hands and looked at him for a second before turning away.

"Nothing."

"Was it about…"

"No" she answered quickly but just a tad bit too quickly.

"So, that's a yes then."

Gwen heaved a sigh and placed her helmet down on the desk in Johnny's room before turning to face him again. In the time since her abduction there have been two things to combat her panic attacks; the first was remembering the voice that brought her back from the edge of death and the second was her boyfriend Johnny Storm. Whenever she needed him he was there for her and just that thought was enough to help calm her down and help her to relax.

"…I wasn't thinking about the whole incident per se, but there was one detail on my mind, that I've been thinking about."

"Oh, I thought I knew about everything."

"You do. I was just thinking about how…. you pulled me out of the water…and revived me, the voice…..your voice…..." she trailed.

As the words left her mouth Johnny froze in his spot, because he knew that she had things all mixed up and that it wasn't he who pulled her out of the water. He had been there when she opened her eyes, but the voice she was talking about was Spider-Man's voice….or Peter Parker's voice rather; at least that's what he assumed. Since that night, outside of Lieutenant Lee's apartment, and the startling revelation, Johnny had been struggling to wrap his mind around the concept that Gwen's ex-boyfriend was the web-spinning wonder. Johnny had spent the next few days remembering all of the times that he had been around Peter, ever since their first meeting at the Baxter Building, but instead of seeing Peter he would get flashes of him in his Spider-Man outfit.

He had tried to deny it, but the more he thought about it and the more things that he remembered he began to see how all of the pieces fit together; Spider-Man showing up when Doctor Doom took over the Baxter Building, the same place Peter happened to be and then there was the time during the Kree-Skrull War that Spider-Man was a little too emotional about Gwen.

* * *

_**Flashback- Kree-Skrull War**_

_The Fantasti-Car flew over the balcony and into Reed's Lab. _

"_JOHNNY!" Gwen shouted. _

_Johnny turned to the sound of the voice and he saw her. _

"_GWEN!" came his shout but not only did he hear himself he heard someone else. Johnny glanced out the corner of his eye to see Spider-Man. _

* * *

**Present**

"Yeah, my voice" he replied slowly '_I should've known then'_

Gwen looked at Johnny's face and she could see that there was a far away look in his eyes and that there was something sad in his tone.

"Johnny, are you alright?" she asked.

Johnny quickly put a smile on his face and he closed the distance between them and he gave her a kiss on the forehead.

"I'm fine babe. Hey, I've been meaning to ask you….what's up with you and your friends." He said, quickly changing the subject.

"What do you mean?"

"I mean, not that I haven't been enjoying your company. You haven't been around your friends in like a few months. I just wanted to know what was going on with them…you know Liz, Mary Jane….Parker, because you know them being your friends by extension they're mine. Have they been calling you? Emailing? Tweeting? Showing up in the middle of the night?"

"What?"

"Nothing, it was a joke." He said '_If only' _he thought.

"Needs work." She replied with a raised eyebrow "Actually it's a no to all of the above, I haven't really heard from them since my birthday. I mean we've all been caught up doing our own things this summer. I have however been reading some tweets from Liz and Mary Jane."

"And how are they?" he asked.

"Liz is….Liz, she's mostly been tweeting about her and Jason. It seems they're getting close with one another."

"Thank God, that means she'll be off my back" said Johnny while releasing a sigh.

"Not likely…the last tweet I read from her said something about Johnny Storm is the Love of her life."

"Great….."

"She's harmless, it's harmless" Gwen reassured him with a smirk.

"Right. And what about the foxy red head?"

Gwen rolled her eyes at the comment.

"Mary Jane" she stated with emphasis before continuing "Is a party animal. If you saw her Tweets and facebook you'd see that she has been having the time of her life this summer, party after party. I think there might be something going on with her but I'm not sure."

Johnny smirk a bit as he saw her fold her arms across her chest and allow a look of concern to cross her features, but as quickly as the smile formed it disappeared and he straightened up a bit.

"And, what about….Parker?" he asked with a straight face while looking away.

"Pete, oh I really don't know. I-I haven't spoken to him and he's not the social media type. He's like a ghos…."

"Well that's a shame." Johnny interrupted as he turned back to her "Hey, enough about them. I was just a tad bit curious but they seem to be doing their own thing so let's continue to do our own thi…"

**ERRRRRRRRRRRRRRRRNNNNNNNNNNN NN! ERRRRRRRRRRRRRRRRN!**

Gwen and Johnny frantically looked around as the lights in his room dimmed and the loud alarm buzzed.

"What is that?" asked Gwen over the shrill noise.

"Someone or Something has tripped our alarms." He replied to her over the noise.

**DEET! DEET!** Johnny quickly hit the 4 logo on his chest.

"BEN! JOHNNY! GET TO THE LAB NOW!" came Reed's voice.

Johnny grabbed Gwen by the hand and he briskly led her towards his door.

* * *

**Main Lab**

The Fantastic Four, Gwen, and Jennifer all reached the main laboratory within a few seconds of each other and they immediately grouped together in the center of the lab.

"WHAT'S GOING ON!?" Jennifer yelled at the top of her lungs.

Reed turned his head to the right and he stretched his head and arms over to the computer and he quickly typed in the emergency codes and when the codes were entered the shrill alarm ceased.

* * *

Reed typed into his computer to see what triggered the alarm and after a few seconds of staring at the screen his eyes widened in shock.

"Oh No!" he exclaimed "This…This can't be right, no, no, no, no" he repeated over and over again as his fingers frantically danced across the keys.

* * *

Sue, Ben, Johnny, Gwen and Jen all heard Reed's muttering and it was obvious that whatever he was muttering about wasn't good.

"Reed….what's wrong?" Sue called out but an answer was soon given to her as the computer's voice boomed throughout the lab.

* * *

**DEEEEEET! "NEGATIVE ZONE SYSTEMS OVERIDE COMPLETE! OPENING NEGATIVE ZONE!"**

* * *

"Opening the Negative Zone. REED WHAT THE HELL ARE YOU DOING!" Johnny yelled while turning towards the massive silver doors of the Negative Zone that was located on the far side of the lab. Everyone's eyes widened further as the silver doors started to open.

* * *

**Computer**

"IT'S NOT ME!" Reed yelled back before turning to him "AN OVERIDE HAS BEEN FEED INTO MY SYSTEM AND THE OVERIDE IS CORRUPTING DATA FASTER THAN I CAN CORRECT IT!" he finished and then turned back to the computer.

* * *

Sue, Johnny, Ben, Jen and Gwen stared intently at the Negative Zone opening, the silver doors continued to slide apart until they were fully open and they were all staring into the swirling red nothingness. A purple spark fluttered across the opening signaling that the filter had been activated, meaning that no radiation from the other side would harm them, but the radiation was the least of their problems. A dark humanoid shadow formed just beyond the swirling Negative Zone's vortex and the shadow was starting to come closer and closer.

"Reed, you better hurry." Sue called out as her eyes remained fixated on the approaching shadow.

* * *

**Computer**

"I'm going as fast as a can Sue, but as I said, this override is corrupting Data faster than I can correct it." He replied as the rest of his body stretched over to the computer.

* * *

"Well stretch you better do something quick because….I seriously doubt that whatever's coming through is friendly" said Ben as he narrowed his eyes when he saw the humanoid figure raise it's hands and show two more arms protruding from it's sides.

The four armed humanoid figure emerged through the negative zone and he let out an inhuman roar.

"**MMMMMMWWWWWWWWARR!"** it screamed at the top of its lungs.

* * *

The creature stood at about 6'8 and was bulky with black and yellow skin, it was bald with red spots going along its black and yellow head. It had pupilless eyes, large razor sharp teeth and was wearing a tattered brown cloak.

The creature stepped forward and menacingly eyed the gathered individuals in front of him.

**(**DESTROY THEM!**)** came his bestial command.

From behind him several more shadows appeared and like something out of a horror movie dozens of giant bug and insect like creatures poured out of the negative zone.

* * *

"I think I'm going to be sick" said Jen as she eyed the dozens of creepy crawling bugs and flying man-sized insects.

"IT'S CLOBERRIN TIME!" yelled Ben as he bravely charged forward.

"SUE PROTECT THEM!" shouted Johnny before he quickly charged forward as well, "FLAME ON!"

"JOHNNY!" Gwen yelled but her voice went unheard as her boyfriend went head first into the foray.

Sue saw her brother and Ben head into battle and she instantly focused and an invisible dome formed around her, Gwen and Jen.

* * *

**Battle**

The Human Torch and The Thing in unison met their enemies head on. Ben jumped high in the air and he raised his massive rocky right fist and he came down with a powerful strike against the face of the black and yellow monster.

**SMACK!** Went the sound of his fist making contact, the monster stumbled off kilter for a second before it tried to respond with a strike of it's own from his two right arms. Ben saw the two massive rights coming and he jumped back avoiding the hit, Ben stepped forward and delivered a powerful straight left that knocked several of the black and yellow monster's teeth out.

* * *

While Ben was engaging the leader Johnny was busy dealing with the giant bugs that were crawling and flying over the place. The young hero thrusted his right hand out and set a giant flying insect ablaze.

"HA!" he shouted but then he turned around to see three more heading his head "WHOA!" he shouted again as he had just enough time to swerve out of the way. He tossed two fireballs at two of the insects wings and then he thrusted both hands forward to fry the last insect. Although when he dealt with those three, three more happened to replace them in attacking him.

One of the insect reared its head back and from its mouth unleashed a stream of yellow liquid. Johnny's eyes widen and flew to the left. The yellow liquid hit the ground and immediately began to eat through the solid metal coating.

"HOLY HELL!" Johnny shouted seeing the melted hole in the floor; he turned back to the flying insects to see all three of them rearing their heads back, "SH**!" he shouted as he flew away.

* * *

**Down Below**

Sue tried her best to keep her focus as the giant crawling bugs banged their sharp pincers against her shield. There were dozens of them and they were all banging against the dome as hard as they could and with each hit against her force field it strained Sue just a little bit more.

"REED HURRY! I CAN'T HOLD THIS FORCE FIELD FOREVER!" she shouted. She could feel the insects against her shield trying to claw their way in but she wouldn't let them, _'God they're strong…I need to concentrate, but with Franklin, I can't'_ she thought before she fell to a knee _'No, don't you dare give in…you can do this Sue. Focus…..FOCUS!' _

Sue regained a burst of strength and found her focus and she fought her way back to her feet.

* * *

Gwen looked at Sue and how she was struggling to maintain the force field. She bit her lip as she saw her fall to a knee.

"Oh no," she whispered but relief spread through her as Sue stood up again '_She can't do this while she's pregnant…it's too much' _Gwen thought to herself. She turned her head to see all of the vicious green and angry look bugs that were trying to claw their way in.

"We have to do something to help….Sue isn't going to last much longer" Gwen said to herself but her words didn't go unheard.

"I know"

Gwen glanced at Jen who had a serious look upon her face.

"What?" Gwen asked.

"I said I know we have to do something but the question is….what can you do?" Jen asked turning to her.

"I-I…don't know maybe I can help Dr. Richards with the computer, but wait a minute….you're worried about me but let me ask you something, what can you do?"

Jen smirked a little and took a small step back.

"Jennifer Walters can't do anything but…" she started before stopping. Jen closed her eyes and then contorted her face for a second.

"What are you…?"

Jen's eyes snapped open and there was an unmistakable green tint to them. Her skin suddenly started to turn a rich shade of green, her muscles started to double in size as well as her height. In the process her elegant lawyer's suit started to rip and burst at the seems because it couldn't contain her bulging muscles.

"Oh my God" Gwen whispered while taking several steps back away from her. The change only took a few seconds and once those seconds were up no longer was Jennifer Walters standing in front Gwen.

"As I saying before, Jennifer Walters can't do anything but…..**She-Hulk**; well that's an entirely different Story"

* * *

She-Hulk stood at an imposing 6'8, with dark green hair, green eyes and green skin. She had rippling muscles that were barely contained by her tattered suit and even though she went through such a jarring change she still retained her womanly figure. While Jen Walters was an attractive woman, She-Hulk was drop dead gorgeous.

"S-S-She-Hulk" Gwen repeated still shocked at the sight of her.

"That's right, you've heard of my cousin. The Incredible Hulk."

"COUSIN!" Gwen shouted before she had to shake her head "Whatever, are you going to help or hurt me."

"Help" She-Hulk responded

"Well then I need to get to Dr. Richards."

She-Hulk smirked and then started walking towards Sue.

"Follow me, I'll clear a path."

* * *

Sue heard the sound of footsteps and she opened her eyes in time to see the Incredible She-Hulk standing in front of her.

"WHAT THE HELL!"

"Sue…it's me Jen, I'll explain how I look later, but I need you to let me out there." Said Jen while holding up her green fist and cracking her knuckles loudly. Sue could do nothing but shake her head.

She-Hulk turned her head and glanced at Gwen.

"Stay on my ass and when I say duck…duck"

Gwen still reeling nodded her head as well.

"Well then girls…here we go."

* * *

A hole in Sue's force field was created and immediately She-Hulk charged out and effortlessly barreled through a dozen of the giant bugs. The giant bugs went flying in every direction, but a few of them remained and upon seeing She-Hulk they swarmed towards her position. She-Hulk saw them coming and she let a smile grace her green lips.

"BRING IT YOU BUG BASTARDS!" She yelled before jumping in the air and slamming her feet down upon two giant bugs effectively squishing them. Two bugs suddenly jumped at her with their pincers snapping angrily, she snagged both of them out of the air and then slammed one of them on the ground before tossing it away. She grabbed the remaining bug in her hand by the pincer and then with her other hand grabbed the other pincer and then pulled. She-Hulk effortlessly ripped the bug in half spilling its yellow guts all over the ground. She threw the bug's carcass on the ground and then eyed the other bugs that stopped their assault for a second. A lone bug charged at She-Hulk and she narrowed her eyes. The bug jumped at her and She-Hulk snagged it out of the air and effortlessly tossed it away.

"DUCK!"

* * *

Gwen heard the command and she instantly duck right as the giant bug flew over her head and directly into the wall were it smashed and exploded in a shower of yellow guts

* * *

She-Hulk turned away from her enemies and she looked at Gwen who was standing a few paces back.

"Go on girl I got these guys."

Gwen nodded her head and quickly as she could ran towards Dr. Richards who was still frantically trying to get the doors to close.

She-Hulk watched her go before turning back to the bugs who were still eying her, she growled at them before charging forward.

* * *

**Computer**

Gwen reached the Computer and she stood next to Reed who was typing in command after command.

"Dr. Richards…how can I help?" she asked.

Reed looked at her and then back to the computer.

"Are you any good at putting up firewalls?" he asked.

"No." she answered.

"That's alright, just follow the prompts on the computer. All I need you to do is to help the system put up firewalls after I override the over-ride that's corrupting my system..okay"

"Okay."

"Good"

* * *

Ben stumbled back from a strong shot to the face but the rocky brawler shook it off and eyed his opponent. He grinned and curled his orange fist together before dashing forward.

"YOU!" Ben shouted while delivering a hard right cross that caught the burly black and yellow beast in the stomach making him double over, "PICKED!" Ben continued delivering a hard uppercut "THE WRONG!" he yelled hammering a double fisted haymaker "BUILDING! PAL!" he finished by delivering a straight kick to his opponents stomach. The shot lifted the black and yellow creature up off of the ground and flying back towards the Negative Zone. The creature hit the spot right next to the Negative Zone entrance, he laid there for a second before he raised his head and spit out the yellow blood within its mouth. He stared at the Thing for a moment before he slowly rose to his feet and growled.

"COME ON YA BUM!" Ben shouted waving him over "There's plenty more where that came from"

The yellow and black monster pursed its lips together and took a step back towards the Negative Zone.

**(**RETURN!**)** he shouted out in a strange language.

* * *

**In the Air**

Johnny burst the chest of a flying insect which not only cut it in half but set it on fire as well. He curved around in the air and he looked around to see if anymore insects were after and there were but as they were heading for him he heard a shout.

**(**RETURN!**)**

The insects in the air stopped their assault and turned to their commander who was steadily backing back towards the negative zone. The insects quickly dove downwards and to the Negative Zone.

"HEY!" Johnny shouted, "Where do you think you guys are going?"

* * *

**Down Below**

Sue squished three bugs with her force fields but two managed to scurry out of the way and crawl towards her, she saw them coming but before they reached her She-Hulk appeared from up above and slammed her feet down upon them squishing them and shaking the floor in the process. The two females briefly looked at each other for a second until they heard the sound of pincers snapping together. They turned to the right to see dozen of scurrying bugs heading for them.

(RETURN!)

The scurrying bugs stopped their charge and they quickly scurried back to the Negative Zone.

* * *

Sue and She-Hulk watched them go and it was at that moment Johnny Storm landed on the ground next to his sister. He watched as they all rushed back into the swirling vortex of the Negative Zone but his attention was pulled away at the sight of She-Hulk.

"WHOA! WHO'S THE GREEN CHICK!?"

She-Hulk just turned and looked at him.

* * *

**Computer**

Reed turned his head all the way around to see the creatures heading back to the Negative Zone. He turned back to the computer and he frantically continued to type into the computer. At first it was hard to correct the override but the Gwen helping him the problem became easier for him to handle. A few more seconds passed and then a smile graced his lips as he hit the final command.

"OVER-RIDE ACCEPTED! CLOSING NEGATIVE ZONE DOORS" came the computer's voice over head.

Reed and Gwen both turned back to the Negative Zone just as the silver doors quickly closed and then sealed shut. When they saw the doors close they both let out a sigh.

"Come on" Reed said to Gwen as he walked away from the Computer and to his team that was regrouping in front of the Negative Zone

* * *

**Few Feet Away**

"JEN!" Ben shouted as he looked at the tall, green and statuesque woman next to him. She-Hulk looked at him and smiled.

"I guess you're not the prettiest one here anymore" she said to him.

"What the hell happened to you?" he asked still looking her over.

"Long story short….never get a blood transfusion from you cousin, especially if your cousin is the Hulk"

Ben was about to say something but he heard Reed and Gwen walking over and he turned to him.

"What the hell was that Stretch?" he asked looking at his best friend.

"That's what I want to know Reed. How did the Negative Zone open on its own?" Sue questioned as she walked over to him.

Reed opened his mouth to respond but his eyes landed on She-Hulk for a second, he eyed her tattered clothes and he looked at her face which resembled someone that he knew very well.

"Jennifer!?"

"She-Hulk" she corrected.

"FOCUS REED! NEGATIVE ZONE! HELLO, WHAT'S GOING ON?!" Johnny yelled.

Reed took a breath before he answered the question.

"The security systems to the Negative Zone doors were fed a controlled virus. The virus spread and began corrupting my systems and thus over-riding the security features and allowing the doors to open from the other side."

"How the hell is that possible?" Ben asked.

"I was unprepared for something like this, I never imagined that this could happen."

"I thought the Negative Zone only had stupid mindless creatures….how could one of them be smart enough to plant a virus?" Johnny asked.

"I don't think those creatures were mindless Johnny." Said Gwen catching everyone's attention, "They seemed liked they knew what they were doing to me?"

"Which was what exactly?" he asked.

"Distracting you guys." She threw out

"Why would they want to distract us?" She-Hulk asked.

Sue pondered the question for a second and then her eyes lit up.

"I don't think they wanted to distract us…..maybe it was a test"

"Test?" Reed questioned while turning to his fiancé.

"Yes, didn't you say that your systems were fed a controlled virus?"

"I'm sorry, but I'm a little fuzzy on computer talk….what the hell is a controlled virus?" Johnny asked.

"Its a virus that was uploaded via short range with a specific purpose in mind." Reed answered quickly.

"Which was to over-ride the security features to the Negative Zone?" Sue finished.

"Right." Reed stated.

A small silence passed between the six of them before Gwen scrunched her face up a bit and then looked between the Fantastic Four.

"Hold on…" she started "Is anyone going to ask the glaring and obvious question?"

"What is it babe?" Johnny asked.

"Over-riding the security features, wouldn't that suggested that they knew where the door-way to our dimension is located. How would they know that, there would have to be a…."

"A door-way linking our Dimension to the Negative Zone, there is one….I built it." Reed said.

"WHAT?!" She-Hulk shouted in shock.

"Dr. Richards, you built….a doorway that links our dimensions together? Why?" Gwen asked.

"I…we're explores Gwen" he replied, "I built a door-way to the other side because once Sue gave birth and recovered I wanted us to explore the wonders of the Negative Zone. But going a bit deeper than that I built it because if something like the Kree-Skrull War were to happen again we would have a safe place to go instead of just having blind luck."

At the mention of the Kree-Skrull War Gwen scrunched her face up in confusion as did She-Hulk because neither them knew what Reed was talking about.

"Kree-Skrull War…..What the hell are you guys talking about?" She-Hulk asked.

"Aww, that's right, Spider-Man erased everyone's memories except for his, ours, the X-Men, Avengers, and Shield." Said Ben.

"Erase…." Gwen started before being interrupted.

"Look it doesn't matter, all that matters now is what do we do about the Negative Zone. Someone or Something thing out there has a way to over-ride our system and enter our dimension."

"The plan is simple Sue, we go into the Negative and we have to find whoever uploaded that virus….."

"AND GIVE HIM A BEATING!" Ben growled out while slamming his fist into his palm.

"But Reed I can't go, if the skirmish we just had is any indication of what's waiting on the other side then….."

"I'm Game" She-Hulk chimed, while interrupting her; The Fantastic Four and Gwen turned to her "Sounds like this is going to be fun, and I had nothing planned for later so let's do this thing"

"Jen, I'm seeing a whole new side to you." Said Ben with a smirk.

"You haven't seen anything yet handsome." She replied with a smirk.

"I think I just threw up in mouth a bit" said Johnny rolling is eyes "Hey guys we're burning daylight here….are we going or not."

Reed and Sue looked at each other and silently they were saying to the other that they would have to postpone their plans to get married. Sue released a sigh and then nodded her head.

"You guys need to get ready. Jen…."

"She-Hulk"

"She-Hulk, I think you might need to change clothes first…come on, I think we might have something in your size."

* * *

**10 minutes later**

Reed, Johnny, Ben, and She-Hulk sat within the Fantasti-Car that was parked in front of the Negative Zone. She-Hulk had changed out of her tattered lawyer's outfit and into a form fitting blue and white Fantastic Four uniform.

* * *

Sue and Gwen stood next to the car looking at the four of them. Reed turned to his fiancé and gave her a reassuring smile.

"We'll be back before you know it Sue, and then you and I will take care of that thing we were discussing earlier."

"Just be safe." She responded unconsciously rubbing her swollen abdomen.

* * *

Gwen walked towards the Fantasti-Car and leaned towards Johnny who leaned back and gave her one his patented cocky smirks.

"Don't worry about a thing Gwen, we're the Fantastic Four, we do this kind of thing all the time."

"I know, just be careful."

"I'm always careful babe, so don't worry. Remember, I love you."

Gwen looked at him.

* * *

**Flashback**

_Gwendolyn…..come back to me please…I Love you_

* * *

"I…..love you too Johnny" she replied.

Johnny smiled and gave her a quick kiss right before the Fantasti-Car gave a shudder. Gwen took a step back just as the vehicle lifted up in the air and hovered there for a second.

Reed hit a button on the Fantasti-Car and the silver doors to the Fantasti-Car slide open and the swirling red vortex glowed in wonder. Reed pushed forward on the controls and the Fantsti-Car flew into the vast unknown leaving Gwen and Sue standing there in worry.

* * *

**About an Hour in a half Later- Across Town- ESU-Lab**

Peter Parker stood in front of his mentor and internship instructor Dr. Mariah Crawford with a blank look upon his face. She in turn had a sad look upon her face and she released a sigh before rubbing her neck.

"Peter I apologize for this but I….."

"No, Dr. Crawford, I understand that you have a lot on your plate and with….The Connors and the Lizard incident and with Michael and his…..well, I agree with your decision to shut the Internship down." He said to her while taking a deep breath and then releasing it.

"Peter I'm sorry that it has come to this"

"It's fine Dr. Crawford, really"

Dr. Crawford stood from her seat and she walked to him and placed her hands upon his shoulders.

"This is not a permanent arrangement but for right now it is the best decision. Aren't you a senior?"

"I'm going to be within the next week; school starts next week."

"After this year is up are you going to apply to ESU?" she asked.

Peter ran a hand through his brown hair as he let a sheepish look cross his face. He had been meaning to start applying for college but all last year it had slipped his mind.

"Yes, I do want to go to ESU but I haven't started applying yet. But I will."

Dr. Crawford smiled and nodded her head.

"Well alert me when you do because I will personally talk to the Dean of Admissions as well as write a recommendation letter and if you want you can use me as a reference"

Peter put a smile on his face and looked her in the eyes.

"Thank you."

"It is no problem at all, the least I could do."

Dr. Crawford released her hold on him and then turned away. Peter heaved a sigh and then he himself turned and left the lab.

* * *

**Outside- ESU**

Peter walked down the steps of the ESU Science wing and he let out a groan of frustration.

'_Great….the perfect way to end an already crappy summer, a cancelled internship. Oy. I suppose I should've seen this coming. Dr. Crawford being so preoccupied with finding a way to stop Kraven if he returns, and not to mention her experiment was partially responsible for Morbius being turned into whatever the hell he is now…I wonder what happened to him. He must've flown away, because I still haven't found him. Wherevever he is I hope he's okay and I hope he knows we're looking for him. So much stuff is happening that it's a wonder how the internship hasn't been cancelled before now.'_ Peter thought to himself as he made his way down the steps. It was mid-morning on a bright sunny day, the College was abuzz with life and Peter carefully made his way through the swarm of young adults.

'_Come on Parker, why don't you tell yourself what's really bugging you. Gwen.'_ He stated in his mind, '_I think it's safe to say that that ship has sailed. It sailed right over the edge and into oblivion….over dramatic much. Hey, but it is what it is…..she's made her choice and it's very clear that she's in love with Johnny Storm. It's only right that I…..move on, officially, firmly, completely and all the other l y adjectives or are they adverbs. Whatever. Or maybe I should go with my first mind and just tell her I'm Spider-Man and then see what happens or….or I could give up being Spider-Man altogether.' _

At that thought Peter came to a stop and he tilted his head to the sky.

'_Could I really give up being Spider-Man, could I…..with the way things are now, could this city survive without me swinging around, I can't deny that I've done some good but on the flipside I've done some bad stuff. Bad in the sense that I've neglected those close to me…..Aunt May, Mary Jane….. Liz, I still haven't found her brother Mark yet even though I told her I would, but I believe the biggest person I've neglected and turned my back on is Harry. Some best friend I am, I'm so wrapped up in being Spider-Man all the time that when my friends need me the most I'm not there…..'_

**RING! RING! RING! **

Peter snapped himself out of his inner monologue when he heard the sound of ringing. He looked down and reached into his pocket and removed his newly bought cell phone. He looked at the number and his eyes widen a bit. He quickly pressed send and he answered the call.

"Gwen"

"PETER! THANK GOD YOU ANSWERED YOUR PHONE THIS TIME! I-I-I-I NEED YOU!" Gwen shouted over the line frantically.

"Whoa Whoa Whoa Gwen slow down what's wrong." He asked feeling his heart pounding in his chest, he was hoping to God that this wasn't something like the Mr. Hyde incident again.

"Peter listen to me…..I-I know this might sound weird but I need you to get in contact with Spider-Man and have him come over to the Baxter Building now"

"Huh?"

"CAN YOU DO IT!?" she shouted.

"Yeah, I can"

"Please do this for me please…..I…..they need him, Johnny needs him." She said before ending the call.

Peter took the phone away from his ear and then he turned and faced towards the direction of the Baxter Building.

'_I guess that was my sign…..quitting Spider-Man isn't in the cards. Hold on Gwen Spider-Man is on his way.' _

* * *

**15 minutes Later- Baxter Building**

Spider-Man landed on the balcony of the Baxter Building and he ran into the lab.

"GWEN!" he shouted at the top of his lungs.

"OVER HERE!"

Spider-Man looked around and he spotted Gwen over by the open and swirling vortex that was the Negative Zone, he wasted no time in running over towards her.

* * *

"Thank God….I-I-I didn't know who else to call" she said.

"What's the problem?" he asked

Gwen reached down towards the floor and she hoisted up a half-way destroyed mini-robot.

"What the heck is that?"

"His name is Humanoid Experimental Robot B-Type Integrated Electronics or as I and the Fantastic Four call him, **H.E.R.B.I.E.**"

Spider-Man looked at the mini-robot with raised eyebrows. It had a big screen like head that was cracked and a pear shaped mechanical body that was slightly burnt and singed.

"Okay, what am I supposed to do with H.E.R.B.I.E.?"

"Activate" Gwen stated loudly

The screen flickered and then turned on and a sad face appeared on the screen.

"H.E.R.B.I.E…replay last message from the Fantastic Four"

* * *

**Screen**

**KRZZZZZZZZZZZZZZZZZZ!** "SIS!" Johnny screamed **KRZZZZZZZZZZZZZZZZ!**

"Sis….if, you're getting this message…"

**KRZZZZZZZZZZZZZZZ!**

"THEY WERE WAITING FOR US!"

**KRZZZZZZZZZZZZZZ**

"A FREAKING ARMY IS WAITING ON THE OTHER SIDE! They are trying to invade our dimension….they're leader…."

**KRZZZZZZZZZZZZZZZZZZZZZZZZZZ ZZ**

"CALL FOR SOME BACK UP! AVENGERS! X-MEN! SHIELD ANYONE! We need….."

**KRZZZZZZZZZZZZZZZZZZZZ**

**ZIP! **

* * *

"Aw crap. What were they doing in the Negative Zone?" Spider-Man asked as a sinking feeling crept up in the pit of his stomach.

"Earlier, the Negative Zone opened on its own and these...these creatures came out and started attacking them, it turns out someone or thing on the other side uploaded a virus into Dr. Richards security systems which is how the doors opened."

"And so they went in to find out who did it…..great" he finished

"Only Johnny, Ben, Dr. Richards and She-Hulk went in…Dr. Storm and I stayed out here."

"She-Hulk?" he questioned.

"Long story, but as soon as we got this message dhr went in after them." said Gwen.

"How long has she been gone?"

"About 15 minutes."

"Wait…isn't she pregnant?" Spider-Man asked in an alarmed voice.

"Yeah she is. I tried to stop her but she wouldn't listen."

"Then I have to go in and help her. Why didn't you call the Avengers or…."

"Yeah, I would have except I don't have their number on speed dial and the main computer system doesn't recognize my voice so I can't exactly place a call."

"So I'm your last option." said Spider-Man

"Well, you did help save me…..so in my eyes that makes you the best option" Gwen replied while looking him in his reflective lenses. Spider-Man smiled under his mask and nodded his head.

"I'll do what I can. But how will I find them?"

"Take H.E.R.B.I.E. with you, he can locate them…. I think. Uh, H.E.R.B.I.E locate the Fantastic Four." She announced.

H.E.R.B.I.E's screen like face fizzled for a second before a blinking dot and a map formed upon its cracked face. H.E.R.B.I.E's propulsion systems activated and he lifted up off of the ground and he started to float towards the Negative Zone.

Spider-Man watched the small robot float away and then heaved a sigh before starting after him.

"Be Careful" Gwen called out to him.

Spider-Man glanced over his shoulder and he looked at her once more before nodding his head. He turned back around and he eyed the swirling vortex.

'_And here I thought Summer was over, oy' _

Spider-Man gathered his courage and he stepped through the vortex.

* * *

**The Negative Zone**

Spider-Man opened his eyes and he recoiled a bit in shock, mostly because the Negative Zone had changed from the last time he had seen it; the skies were still red but instead of just open space he was on some type of a rocky beige mountain plateau.

He took a step forward and then turned around, behind him was a silver doorway that was built into the beige mountain. He looked at the swirling blue portal and then he turned back around, and when he turned he saw H.E.R.B.I.E. drifting towards a bend around rocks in front of him.

"Wait!" he exclaimed running after the machine.

* * *

Spidey ran after him and around the bend and he immediately came to a stop because he was on the edge of a cliff and because directly across from him was a sprawling massive mechanical city like structure that was carved into the deep beige mountain crevice. He looked to the left and to the right and he could see moving machines churning and powering the city and he could people or creatures different from himself moving all about through the rocky streets and narrow catwalks.

"Whoa" he whispered.

**RUMBLE! RUMBLE! RUMBLE! RUMBLE!** Spider-Man braced himself as the whole mountain began to shake. From one of the massive machines a wave of steam erupted and shot up into the air covering the red sky and blanketing the thriving city in thick smog.

* * *

**BRT! BRT!** Went a sound. Spidey uncovered his face and turned to the right to see H.E.R.B.I.E. was bouncing up and down and a happy face replaced the map on his cracked screen. The robot quickly flew over the edge and down below and into the smog.

"HOLD ON!" Spider-Man shouted but the robot disappeared, he couldn't see the robot but he could still hear it. Spidey gritted his teeth while getting into a crouch, he used his clinging abilities to quickly scale down the mountain and after H.E.R.B.I.E.

* * *

**Down Below **

Spidey hopped off the mountain side and he landed on the ground. The smog was beginning to thin out a bit but he still wasn't able to fully see H.E.R.B.I.E, all he could make out was the robot's silhouette and beeping which is what he continued to follow.

'_I wish that thing would shut up…the last thing I need is for my…..'_ he started to think right as his spider sense started to buzz, '_Spider sense to go off…now what?' _

**SMACK!** Spider-Man heard the sound and then the next thing he knew H.E.R.B.I.E. came crashing to the ground in front of him, the happy face on his screen quickly turned to a frown right before the screen turned off. Spider-Man's spider sense continued to buzz as he heard footsteps which was accompanied by a large winged silhouette. The wall-crawler's eyes widen as the silhouette walked closer and closer and the smog thinned out more and more.

"Holy Hell." he whispered as he saw an armored winged creature stand in front of him.

* * *

**Annihilus **towered over Spider-Man and his menacing bug eyes narrowed at the sight of him.

"REMOVE PEST FROM **ANNIHILUS'S** PRESENCE!" the winged creature commanded. From behind Annihilus the tail end of a worm creature slithered into view and before spidey could react slithered around him and then lifted him up. Spidey struggled within the worm's grasp but the worm was stronger than him. The worm tail held him high in the air and then the front end of the worm slithered into view and while he was upside down Spider-Man could see the razor sharp teeth of the worm's mouth as it let out a loud roar.

**ROAR!**

'_Not good…'_ he thought to himself '_Come on…gotta get free'_ he continued to think frantically.

The worm started to lower Spider-Man towards its mouth and right as he reached the mouth and he could practically see the saliva dripping off of its lips a light blue dome formed around him.

* * *

The worm opened its might mouth and then clamped down but as it clamped, its teeth snapped apart. The worm cried out in pain and released its hold upon Spider-Man who dropped to the ground roughly. He rolled away as the worm thrashed a bit because of its broken teeth, he rolled until he had to come to a stop because Annihilus stood in his way.

* * *

"HSSSSS! PEST!" Annihilus growled.

Spider-Man turned his head to the armored insect that stood over him.

"LEAVE HIM ALONE! HE'S WITH ME!" came a voice that Spidey recognized.

"HSSSSS! You grow on Annihilus's nerves flesh thing" Annihilus stated while turning to the left. Spidey followed his line of sight and it was then that the Invisible Woman turned visible.

"How do you think I feel about you Annihilus, but he's with me and you need me…remember our deal you help me I help you."

"Annihilus, has not forgotten" he growled while staring into her eyes, the Invisible Woman stared back at him unafraid, "But when our pact has ended….then you shall die and Annihilus will eat the universe shaper that grows within you"

"HEY!"

Annihilus turned to the shout to see Spider-Man getting to his feet.

* * *

"BACK OFF!" Spider-Man shouted. Annihilus growled a bit but Susan pushed passed him and made her way over to Spidey who looked her up and down. He saw the heavily pregnant Sue Storm and she looked a bit worse for wear. Her hair was matted and clothes were ripped in a few places as well as dingy and dirty and her face had a few specs of mud on it.

"Susan" he stated.

"Spider-Man, what are you doing here?" she asked.

"Looking for you and the rest of the Fantastic Four, Gwen called and she….."

"I can fill in the blanks" she interrupted, "I'm sorry to be so abrupt Spider-Man but you've come at a bad time"

"Tell me about it? You know this clown?" he asked nodding his head towards Annihilus.

"I do, it's a long drawn out story that I can't get into right now. I have to rescue the others."

"What can I do?" he asked.

"You can hold on tightly" she answered.

Spider-Man raised an eyebrow and before he knew what was happening an invisible shield formed under his feet, Sue's feet and H.E.R.B.I.E. Once the shield had formed it began to levitate into the air.

* * *

Annihilus saw Sue and Spider-Man rise into the air and so he turned to the worm who had recovered. He said something to the worm in their language and the worm nodded its head. The worm reared its head back and then dove into the ground and began to dig into the rocky earth. Annihilus snorted and then spread his wings and quickly took to the sky after Sue and Spider-Man.

* * *

**In the Air**

"I know time is short but could you please give me the rundown?" Spider-Man asked while looking over the edge of the invisible shield and at the moving creatures down below.

"The others have been captured, I think; I've spent the last day trying to find a way to find them and rescue them, but as I entered the Negative Zone I was ambushed by these bug creatures and…I happened to run into Annihilus.."

"Wait a minute did you say day!" Spider-Man exclaimed "You've only been gone for 15 minutes"

"15…..time moves differently here." Sue stated while shaking her head "But it doesn't matter, all that matters is finding the others."

"Where are they?" Spider-Man asked.

"According to Annihilus if they were to be captured then they would have been taken….there" she answered pointing forward.

* * *

Spider-Man looked over to see a giant machine like mountain in the distance, and on top of the mountain was a glowing ball of blue energy that resembled an eye.

"Does that look like the Eye of Sauron to you? J.R.R. Tolkien would be pissed." Spider-Man said with a hint of humor in his voice. He turned to Sue who had a serious look upon her face, "Really, nothing."

"I'm not in a laughing mood Spider-Man"

"Sorry, it's… something I do when….death is imminent."

"You Flesh things fly to slow….we must combat the betrayer immediately before he has full control of my army." Annihilus snapped as he flew past them.

"Army?"

"Look over there." Sue responded.

Spidey leaned to the left and down below was a moving army of insects, bugs and other creepy crawling species of creatures that were native to the Negative Zone.

* * *

"We're helping him get control of that!?"

"No choice….enemy of my enemy is my friend" said Sue

"Yeah but…." Spider-Man started _'SPIDER SENSE!'_

Spider-Man turned his head in time to see the glowing eye of energy release a singular blast of energy that rocketed forward and struck Annihilus directly in the chest.

"HSSSSSSSSSSSSSSSSSSSSSSSSSSS SSSSSSS!" Annihilus roared.

* * *

Sue and Spider-Man watched as Annihilus went crashing down below and towards the army that he was so desperately trying to control.

* * *

"That's not good" Spider-Man stated, before his spider sense started to buzz again, "SUE SHIELD NOW!"

Sue concentrated and formed a shield around the two of them just as the singular beam of energy reached them.

"AHHHHHHHHHHHHHHHH!" Sue screamed in agony when she felt the beam of energy strike her shield.

Spider-Man reached out to her but he heard the sound of cracking. He turned his head to see her shield was beginning to shatter. The beam of energy stopped and as it stopped Sue's force field burst into a million pieces of energy and the two of them began to fall.

"DEFINITELY NOT GOOOD!" Spider-Man screamed.

* * *

Spider-Man spiraled through the air for a second before he managed to right himself, he saw that Sue was passed out and so he straightened his body and fell faster through the air. He reached her and he managed to get a firm grip upon her.

'_Now what genius…spider sense' _

Spider-Man turned his head to see that H.E.R.B.I.E was hovering in the air above them.

'_I hope that thing can support the weight of both of us, and I hope I'm still in range.' '_

Spider-Man held up his hand and aimed and then fired a web. The web-line attached to H.E.R.B.I.E and thankfully the mini-robot was able to support their weight but just barely. The floating robot stayed airborne for a few seconds until it started to drift towards the rocky ground.

* * *

**Down Below**

Spider-Man with Sue in his arms landed on the ground roughly but seeing as how she was pregnant he made sure that he took the brunt of the impact. H.E.R.B.I.E, came crashing down to the ground right next to them.

"SUE! SUE!" Spider-Man yelled at her while trying to shake her awake, he was trying to make sure that she was alright because he could see blood flowing down her nose. Sue began to stir and her eyes fluttered open.

"Ugh…my head" she whispered; she started to sit up and when she felt the blood she quickly wiped it away.

"Are you okay?" he asked.

"No, I have a splitting headache. It happens whenever my shields are destroyed. The power behind that attack was unreal"

'_SPIDER-SENSE!' _

Spider-Man suddenly jerked his head up to see about a dozen of man-sized and giant sized bugs and insects heading in their direction.

"Uh Oh" he said.

Sue turned her head to see the approaching enemies and a look of concern crossed her features.

"Uh Oh" she repeated.

"Can you form a Shield?" Spidey asked as he shakily stood to his feet and once he was up he began to help her to her feet as well.

"Not while my head is like this" she replied putting a hand to her head.

"Great"

'_Spider Sense'_

Spidey jerked his head to the sky to see a massive fireball spiraling downwards.

"LOOK OUT!" he shouted while attempting to cover Sue with his body.

* * *

A whole second passed before Spider-man realized that he and Sue were burning. He looked up and around to see a wall of fire blocking the path of the creatures approaching them.

"SUE!" a voice shouted out. Spider-man and Sue looked up to see The Human Torch fly downwards and then land in front of them.

"JOHNNY!" Sue shouted as she broke way from Spider-Man and ran to her younger brother and hugged him, "Oh My God" she whispered.

"Whoa..easy sis, and no offense you kinda stink." He stated, but she ignored him.

"Are you alright, please say you're alright?" she asked frantically.

"I'm alright, are you?" he asked "What are you doing here?"

"I-I-I got your message" she stated

"Message, I didn't send you any message." He replied

"Wha…." Sue started before the unmistakable sound of the Fansti-Car roared over head. Johnny, Sue, and Spider-Man looked up as the Fantasti-Car lowered and lowered until it hit the ground.

* * *

Reed, Ben and She-Hulk hopped out of the Fantasti-Car and made their way over to Sue who looked at them all in shock because none of them seemed injured, hurt or captured as she was led to believe.

"Sue." said Reed.

Sue went over to him and hugged him tightly.

"I thought….I thought you and Johnny were captured."

"What?" Reed replied.

"I got Johnny's message about all of you being attacked by an army." She said.

"Attacked?! Nobody has attacked us Suzie." Came Ben's voice

"Probably because we've been hiding" She-Hulk chimed while folding her arms across her chest.

"We haven't been hiding Jennifer, we've been collecting information" Reed corrected, "We've mostly been trying to locate the signal of the person that uploaded the virus into my system but so far we haven't been able to locate the source."

"On the plus side though we've managed to…talk…to a few of the locals and it turns out there is a Civil War going on" said Johnny

"Civil War?" Spider-Man questioned. The Fantastic Four and She-Hulk turned to him.

* * *

"What are you doing here?" Johnny asked. He had seen him with his sister but he didn't want to make a scene, so he played it cool.

"I got a call saying you all were in trouble and so I came." He answered.

"Call from who?" Johnny asked.

"…..Gwen" Spidey replied while looking at him.

Johnny pursed his lips together into a thin line, "Why would she call….." he started before he was interrupted.

"Wait." She-Hulk called out "So the both of you received a distress call from us.."

"Yes." Sue answered.

"Are you a woman Hulk?" Spider-Man asked suddenly with shock evident in his voice.

"Later little man I'm talking here" She-Hulk replied "So how did you get this distress call?" she continued.

"H.E.R.B.I.E." Sue answered.

Reed's eyes widen at the statement

"H.E.R.B.I.E?! That's impossible I didn't deploy him, he should still be in the Fantsti-Car" said Reed.

Spider-Man looked down at the ground and then pointed at H.E.R.B.I.E.

"So if you didn't activate that thing…..then who did?" he asked.

"HEHEHEHEHEHEHEHE!" came a loud and menacing chuckle from H.E.R.B.I.E's voice box. The mini-robot activated again and from its cracked screen a red and evil laugh appeared before a holographic projection of **Doctor Doom** emerged from the screen and before all of them.

* * *

"DOOM!" Ben growled in anger.

"HEHEEHEHE! Like a moth attracted to flame the four of you have fallen prey to my elaborate plan to destroy you." He announced proudly while staring at the Fantastic Four. Doctor Doom lingered on them for a second more before he turned his head to face Spider-Man and even though his face was covered by his mask there was a smirk up on his scarred face "Imagine my slight surprise when you arachnid wandered into my trap, or rather my web of deceit. I will have you destroyed as well for your constant interference in my plans. Doom doesn't forget, he remembers that you are as guilty as they are and your death has been long overdue."

Doom then turned to She-Hulk and he looked her over for a long second.

"I do not know who you are but you shall perish as well…collateral damage"

"DOOM WHEN WE GET OUT OF HERE I'M GONNA SMASH YOUR FACE IN!" Ben yelled at the top of his lungs.

"YOU WILL DO NO SUCH THING GRIMM, BECAUSE TODAY IS THE DAY THAYOU ALL SHALL RUE THE DAY YOU CROSSED ME!" Doom roared back at him "BLASTAAR!"

"I think you mean Bastard" Spider-Man corrected.

"No Spider-Man, I'm afraid not." Said Reed "As Johnny said before there is a Civil War going on in this dimension. One side is with Annihilus and the other side is with…"

**THUD!** Went the sound and the power behind the landing made the ground beneath their feet shudder

Everyone turned to the newcomer and Spider-Man just had to shake his head.

'_Of course' _

* * *

Standing a few feet away was the leader of the other faction of the Civil War, the feared leader, the scourge of the Negative Zone and Annihilus's sworn enemy…..**Blastaar. **Blastaar stood at 6'11 and he had the appearance of a humanoid Lion. He had the face of a lion except his skin was gray as well as the mane of hair that surrounded his head. He had glowing red eyes, sharp canine teeth, and had a burly muscular build. He had silver armor covering his arms and legs and black armored boots.

"Doom" Blastaar growled out.

* * *

"I've kept my end of the bargain Blastaar, I've given you the tools needed to usurp power from Annihilus and in return you must hold up your end. My enemies now stand before you, eliminate them."

"I will keep my end of the deal Doom, but don't presume to give me…..the King of the Negative Zone commands."

"You are no king Blastaar, you are merely a means to an end, and be careful of whom you speak to because Doom giveth and Doom can taketh away."

A painful surge of electricity flowed through Blastaar's body. The surge was strong enough to make the imposing monster drop to a knee, but as quickly as it came it disappeared. Blastaar snarled and eyed the projection of Doctor Doom.

Doom turned away from him and back to The Fantastic Four, She-Hulk and Spider-Man.

"This is the end for you and your team Richards…Good-bye"

**ZIP!** Went the sound of H.E.R.B.I.E's screen going blank.

* * *

The projection of Doom disappeared leaving the six of them to face an angry and seething Blastaar who stood to his feet and let out a loud snort.

'_Spider-sense!'_ Spidey thought in his mind. He slowly turned around to see the army of insects and bug creatures storm through the wall of fire created by Johnny, "Don't look now but we're about to be eaten by giant bugs."

"While at the same time we're about to be smashed by this Blastaar guy" Johnny chimed staring Blastaar down.

"Could this day get any worse?" Spider-Man asked out loud as his head swiveled back and forth.

"AH!" Sue shouted suddenly. The invisible woman felt a strange sensation wash over her, she felt pain and relief followed by more pain and water running down her leg. She glanced downward and at her pants and then her eyes widen in shock when she saw a giant wet stain. Reed looked at his fiancé's face with concern.

"What is it Sue?"

"Reed…my water just broke."

Spider-Man, Johnny, Ben and She-Hulk all turned to her and they were each stunned silent.

"JESUS CHRIST!" Johnny exclaimed before slapping his hand on his forehead "You just had to say something didn't you PAR….SPIDER-MAN! HUH! YOU JUST HAD TO SAY IT! SUE, HOLD IT IN DAMN IT! HOLD IT IN!"

"JOHNNY! STALL THE ARMY!" Reed shouted at him.

"FLAME ON!"

Johnny ignited and took to the sky and towards the approaching bug army.

* * *

"BEN! JEN! SPIDER-MAN TAKE CARE OF…." Reed yelled

"We know…..Blastaar is ours" Ben growled turning back to Blastaar who was walking towards them.

Ben grinned and turned towards She-Hulk who looked back at him.

"Race Ya" he growled

"You're on" she growled back

The two titans made a mad dash towards their foe while Spider-Man just watched the two of them and had to shake his head but he quickly set his mind to the task at hand and he crouched low and he sprung after them.

* * *

Blastaar saw them all coming for him and grinned a bit showing his bestial teeth. He cracked his neck and then he made a dash for the enemies that would dare challenge him.

* * *

Ben, Jen, Spider-Man and Blastaar charged forward eyes focused on the enemy in front of them, they got closer and closer and closer and as they reached each other they all released a battle cry.

"RAHHHHHHHHHHHHHHHHHH!" they all roared as they met in the middle in a clash of might.

* * *

**End Chapter: Read and Review:**** Hey readers it's me Nomad88. I know I know and trust me I DID ****NOT**** want to end the chapter here but I had to because it was starting to drag just a little bit. I usually average about 23 to 24 pages but when pages start reaching 30 I usually have to break it off because I know how if a chapter goes on too long it gets kinda hard to read..at least that's how it is for me which is why I'm breaking it off right here. Don't worry though the conclusion is right around the corner and not too far away, I promise. And also, after this chapter the Birth of Franklin Richards comes the hotly anticipated and official debut of a leather clad feline thief, I promise. I know a lot of you having been waiting for her to make her appearance and you'll only have to wait just a bit longer. I believe that now is the right time to introduce her into the mix of things and have her stir up a little trouble. As you found out in this chapter a new school year is about to happen and with every new school year there comes new problems. So, my readers just hold on a bit longer. I hope everyone enjoyed this chapter though, action packed as well as a good mystery and new introductions. There is still some fallout from the Gang War happening and more to come. Anyway, I hope you all review and again I have to thank all of you for the reviews that I've received up until this point. Over 600 reviews. I still can't believe it, but it happened and I have to thank all of you. It is because of the enthusiasm in each review that empowers my creativity to keep making things better, bigger and badass LOL! I hope it continues and if anyone has any questions just leave it in the review or just send me a PM and I'll get back to you ASAP. This is Nomad88 saying later…..**

**Ps: Secret Warrior Spider-Man is coming, I'm trying to get it out with the next chapter of TSA Amazing Spider-Man so be on the look out for that as well, until next time this is me saying…..later…..**

**Next up: The Birth of Franklin Richards part 2**


	77. The Birth of Franklin Richards part 2

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter for you, I won't spend too much time talking because I know all of you are eager to get to the end of this chapter. This is the conclusion to the last chapter. Once again I had to break it up to keep from going on and on and dragging. Anyway before I go I would like to say please keep Reading, REVIEWING (A writer's main source of motivation) and of course I hope each of you continue to enjoy what you're reading. **

* * *

**Chapter 68: The Birth of Franklin Richards part 2**

**Negative Zone**

"AHHHHHHHHH!" Sue cried out in pain before sinking to her knees. The look of concern on Reed's face only grew as he bent down to help her.

"Sue…breathe you have to breathe."

"I'M BREATHING!" she growled back at him before another pang of pain erupted, "AHHHH!"

* * *

**In the Air**

Johnny flew around setting any and everything in his path on fire. He knew he couldn't let the approaching army pass the line that separated them from his family, but there were too many of them to keep at bay for any extended period of time. The young fire wielding hero flew downwards and as he flew he held out both of his hands and he concentrated with all of his might. From his outstretched hands a powerful stream of fire erupted and flew towards the ground.

The charging insects and bugs stopped their charge as intense fire rained down from the sky, the fire created another wall but this one was more powerful than before. The fire dug deep into the rocky mountain ground and the heat radiating from it frightened them into stopping.

Johnny continued to pour out fire and while he did that he started to quickly move to the right. The Human Torch was forming a ring of fire around him and his allies as a way to prevent the bug army from coming in but at the same time they couldn't get out. Johnny looked down to see his friends battling Blastaar.

* * *

**Ring of Fire**

**BAM!** Went the sound of Blastaar's armored fist making contact with Ben's chin, tiny bits of orange rock splashed from Ben's face as he went flying to the left and to the ground. When Ben went flying She-Hulk came barreling in with a hard double fisted haymaker to Blastaar's face that made him stumble, She-Hulk then came around with a hard right to Blastaar's stomach. The beast grunted but he recovered and with his left hand he grabbed She-Hulk by the head and he lifted her up, he then used his right hand to punch her in the face.

**POW!** Went the sound. Blastaar then hit her in the face again before slamming her face first down to the ground.

"HEY! LION-O!"

Blastaar looked up in time to received two feet to the face but the strike barely did anything to him other make him angry.

* * *

Spider-Man sprung off of his face and then landed on the ground front of him. Blastaar released his hold upon She-Hulk and he stomped towards the wall-crawler.

"RAH!" Blastaar roared as he took a swung but he missed completely as Spider-Man leaned back.

"So…" Spidey started before he had to lean out of the way of another attack from Blastaar, "You….." he started again while leaning out of the way of another swing "…work for…Doom. Tell me, does he have a 401k, a nice retirement plan or perhaps maybe you….."

Spider-Man stopped his taunting as he saw Blastaar's hands begin glow a vibrant blue color.

'_Uh oh'_ he thought right as his spider sense came to life. He shot two webs to the ground behind Blastaar and he pulled himself between Blastaar's legs right as two beams of cosmic energy erupted from the beast's hands

The blast tore up the ground and sent chunks of it everywhere. Blastaar saw that Spidey dodged his attack at the last second and so he whipped around and fired another cosmic blast. Spidey hopped up and avoided the shot, he then twisted in the air and avoided another blast, and finally he shot a web to the ground again and pulled himself out of the way of another one.

Blastaar growled loudly but his growling stopped when he heard thumping footsteps. He turned to see Ben Grimm upon him with a powerful punch to the side of the head.

* * *

**A few feet away**

"AHHH!" Sue screamed as she felt another twinge of pain erupted in her lower abdomen. She gritted her teeth and continued to take slow deep breaths "R-Reed…we gotta get out of here….he's coming out now"

Reed nodded his head then held his hands together, he stretched them until there were big enough for Sue to waddle onto and lay down. He picked her up and he stretched the both of them over to the Fantasti-Car.

* * *

**Fantasti-Car**

Reed gently laid Sue down in one of the seats and then he retracted his body to normal size. He hopped into the driver's seat and began to type commands into the console but right as the Fantasti-Car started up H.E.R.B.I.E. lowered down in front of him, wires shot out of its body and jammed themselves into the console. The Fantasti-Car sputtered and then instantly shut off.

H.E.R.B.I.E.'s screen came to life and an image of Doctor Doom appeared again.

"No No Richards there is no escape this time" He said menacingly.

"VICTOR! FOR GOD SAKES SUE IS ABOUT TO GIVE BIRTH!"

"Perhaps if I sired that child then I would give a damn but seeing as how it was you instead of me…..I don't"

"Victor this is between you and me let them go" Reed stated.

Doctor Doom looked at him and a long second passed before he answered.

"No"

Reed was about to saw something but he stopped when he saw a flap in the middle of H.E.R.B.I.E's chest opened.

**KRAZZZZAAKK!** Went the sound of a powerful energy blast as it hit Reed full on in the face. The blast hit him like a tidal wave and knocked his head and torso backwards and out of the Fantasti-Car.

* * *

Sue watched as her fiancé was blasted in the face and upon seeing that she pursed her lips together and held up her hand to form a shield but it was then that she was hit with another painful labor pain. Sue gritted her teeth and lowered her hand.

"ERGGGGHH!" she grunted.

"Sounds like you are in pain Susan" came Doctor Doom's voice through H.E.R.B.I.E's voice box "Contractions are starting I assume"

"SCREW YOU VICTOR!" she shouted at him.

"Perhaps once upon a time but now I'll settle for your death" he continued.

Sue turned to H.E.R.B.I.E and she let a snarl pass across her lips.

"My…child Victor" she said out of breath.

"The offspring between you and Richards is no concern of mine; the situation you find yourself within is entirely your doing." Doctor Doom replied.

"A-Are you really so petty that you'll let a…..feud between us endanger the life of an innocent child?"

"My dear Susan you are confused, my actions aren't petty….they are Vindictive. And the feud that is between us was started by the four of you but you can rest assured that I will finish it and just like your new green female companion your child will be collateral damage.

"YOU BASTARD!" she roared. Suddenly Sue's eyes glowed and H.E.R.B.I.E exploded from the inside out thanks in part to the light blue force field that was currently occupying H.E.R.B.I.E's spot.

Once the robot was destroyed Sue was able to relax for a bit but as she rested and waited for the next wave of contractions she heard the sound of moving parts. Sue raised her head and turned back to the Fantasti-Car computer console; her eyes scrunched up in confusion as she saw H.E.R.B.I.E's destroyed parts pulling back together. A few seconds passed and the once destroyed H.E.R.B.I.E was whole once again.

"What the hell?" Sue said in shock.

"Oh come now Susan…did you really think I wouldn't have planned for something like that?" Doctor Doom asked over the speaker box.

* * *

**Bug Army**

"STAY BACK YOU CREEPY CRAWLING FREAKS!" Johnny Storm yelled at the top of his lungs as he knocked a giant bug back behind his ring of fire. A few of the frightened bugs quickly pushed their fears out of their mind and they charged passed the wall of fire. The young teen was hard pressed to keep the few charging bugs at bay but he already knew that it was only a matter of time before all of them got through.

'_Come on guys…I can't hold these things back forever'_ he thought to himself.

"EEEEERRRRRRRRR" came a loud and annoying screech. Johnny turned his head to the left to see a massive mosquito looking insect breech his wall of fire and come flying directly towards him.

"EEEERRRRRRRRRRR"

Johnny swerved out of the way of the charging Mosquito and he shot a fireball at it but the creature dodged the attack.

'_Smart little bastard'_ Johnny thought to himself. The Human Torch flew forward and fired fireball after fireball at the massive insect but with each attack the Mosquito maneuvered out of the way. The Mosquito looked at Johnny with it's bug eyes before it dove forward; it flapped it's wings making it go faster and faster and as it neared the red hot teen it ducked its head and then rammed him with it's thorax.

**WHAM!** Went the sound of Johnny being hit.

* * *

**Down Below**

**WHAM!** Went the sound of Ben delivering another straight punch directly to Blastaar's nose, but unlike any other opponent no blood was drawn and no sound was uttered. Blastaar took the blow and he responded with and powerful shot to Ben's rocky stomach.

"AH!" the Thing gasped as he was lifted off of his feet for a split second. Blastaar grabbed Ben by the back of his rocky neck and yanked his head up so they were eye to eye.

"You think your human strength could ever match the might of me, King Blastaar" he spat. The Thing gritted his teeth and reached his left hand up to the hand that was on his head.

"Like Doom said….YOU AIN'T NO KING!" Ben spat back before coming around with right hook. Blastaar's head snapped to the side and in the process he let Ben go; Ben dropped to a knee and caught his breath before lunging forward and spearing Blastaar across the waist. The Thing used his great strength to lift him up and carry him back several steps before Blastaar recovered and brought his armored fist down unto Ben's back. Ben dropped him and then dropped to a knee again. Blastaar's hand glowed cosmic blue and he was getting ready to blast a hole through Ben but at the last second he felt someone land on his back.

Spider-Man leaned down until he was in Blastaar's line of sight.

"PEEK- A-BOO!" the wall crawler shouted before shooting thick globs of webbing into his enemies eyes.

"RAH!" Blastaar growled as he blindly tried to reach for Spider-Man but Spidey leaned out of the way of his armored hands and he hung onto the web-lines that were attached to the webbing on Blastaar's eyes.

"WHOA SILVER! WHOA!" Spider-Man shouted as Blastaar bucked and bucked trying to get him off of him but Spidey used his clinging abilities to stick, _'I…have…a newfound, respect for the rodeo'_ he thought to himself as he gritted his teeth and continued to stick while trying his best to keep Blastaar blinded.

"HEY! ANYTIME YOU GUYS WANNA HELP! WOULD BE FINE WITH ME!" he shouted at the top of his lungs.

* * *

**A Few seconds before**

She-Hulk pushed herself up and out of the crater she found herself within and spit out some green blood. She wiped her face and then looked up to see Ben was on his knees catching his breath. She swayed for a second as she made her way over to him.

* * *

"Ufff" Ben grunted.

"You alright?" came a voice.

Ben turned his head to see Jen making her way over.

"Fine, physically at least. My pride is taking a beating."

"This guy is tough."

"Toughest guy I've faced so far, Doom struck some serious gold. It's s'okay though I'll just pound him extra harder the next time I see him." Ben growled as he watched Spider-Man and a bucking Blastaar. She-Hulk opened her mouth but she was quickly interrupted by Ben, "I know how that sounded aw'right but you know what I mean."

She-Hulk smirked and then shook her head.

"Actually I was about to suggest something."

"What?" Ben asked turning his head to her.

"HEY! ANYTIME YOU GUYS WANNA HELP! WOULD BE FINE WITH ME!" Spider-Man yelled out.

Ben and She-Hulk quickly turned their attention back to the battle.

"I was gonna suggest a tag-team. He's too tough for one on one so I'm thinking a little Ben and She-Hulk double team, unless of course you're too proud to get help from a girl." She said with a smile while holding out her green hand. Ben looked at her hand and then grabbed it, she helped him to his feet and his rocky smile only widen.

"I'm never too proud to get help from a woman who knows how to scrap. Let's do this." He said taking a step forward.

"It's Clobberin time." said She-Hulk before slamming her fist into her palm and following after Ben.

* * *

Blastaar let out a mighty roar and stopped his bucking, with both of his hand he grabbed at the webbing on his eyes and he ripped it from his face and yanked on the web-lines.

"AH!" Spider-Man gasped as he was suddenly yanked off of Blastaar's back and found himself hanging by his web-lines in front of a very angry Blastaar, "Haha…I suppose it's too late for a truce huh." Said Spider-Man nervously. Blastaar raised his hands and the slammed Spider-Man down on the ground in front of him, he raised him again and then slammed him to the left and then to the right before spinning him around and then throwing him away, however right when he threw the wall-crawler away his attention was then drawn to the quickly approaching duo. Blastaar's eyes widen when Ben and She-Hulk simultaneously reared their hands back and then came forward with an earth shattering punch to his face.

**WHAMMMMMM!**

* * *

**Several Feet away**

"AH! OUFFFF!" grunted Spider-Man as he hit the dirty ground roughly and came to a rolling stop, "Ugh…..ugh" the wall-crawler continued to groan, he shifted in his spot and was trying to push himself up but his body was protesting from making any movements but he fought through it and made himself sit up, '_Not to self….n-never try that again' _he thought. He felt a stinging pain and he looked to the right to see his costume was ripped and there was a very nasty gash on his shoulder.

**POW!**

Spider-Man heard the sound and he instantly looked at Ben and She-Hulk tag teaming against Blastaar. He looked on as She-Hulk socked him with a hard left hook and not even a moment after that Ben hit Blastaar with a right hook, a shot that made Spider-Man cringe under his mask.

"I got get back….in there and help them" he said to himself while trying to get to his feet but again his body protested "Or maybe I can take a few more seconds in time out..uff'

'_SPIDER SENSE!' _

Spider-Man's spider sense came to life and the urgency of the danger caused him to push whatever pain he was feeling to the side. The wall-crawler rolled backwards and quickly sprung off his hands and out of the way of a giant Mosquito that descended from the sky.

"HOLY CRAP!" Spider-Man shouted at the sight of the menacing man-sized mosquito.

The mosquito rose up and flapped its wings and charged stinger first at the wall-crawler. Spidey jumped to the left to avoid a stinger to the chest and he quickly held his hands up and he showered the mosquito in webbing. The webbing hit and wrapped around the man-sized insect, trapping its wings, head and feet. The Mosquito made loud noises and thrashed with all of its might but the webbing held strong.

"HA!" Spider-Man shouted as he looked at the trapped mosquito "Spider vs. Mosquito, Spider wins everytime. SPIDER SENSE!"

Spidey whipped around just in time to catch the pincers that were aimed for his back. The pincers belonged to a giant beetle and the beetle was trying it's best to snap the web-spinner in half but Spider-Man used his great strength to keep the bug at bay, however while he did that he could see the angry and hungry look upon it's face.

'_Spider beats mosquito….but beetle vs. spider…we'll see'_ he thought in his mind; the beetle's pincers started to get tighter and Spider-man pushed against them even harder _'Grrrrr…..come on spider strength, don't…fail…me…NOW!' _

Spider-Man dug deep and with his super-strength he lifted the giant beetle up by its pincers and then tossed it to the right where giant bug landed on its back.

**BZZZZ BZZZZZ BZZZZZ** the giant beetle squealed while it flailed all over the ground.

"Hmph, I guess turtles aren't the only ones that can't get up when it's on its back" Spidey said to himself but the moment's rest he was allotted was interrupted yet again by his spider-sense but he didn't need his spider-sense to see the dozens of giant beetles and crawling bugs breech through the fire wall and descend upon his position.

"Ah crap." Spider-Man stated as he saw them coming.

"AHH CRAP!"

Spidey heard the shout and he looked up just as he saw a spiraling Human Torch fly over his head and land roughly on the ground.

* * *

When he hit the ground Johnny's flames extinguished and he rolled along the ground for a second until he came to a stop. The young hero let out a long groan because his body was aching and the giant insects he was facing were proving to be quite the challenge. He laid there on the ground staring up into the sky and looking at the flying mosquito's that dominated the air.

"Bug bastards." He groaned out; suddenly Spider-Man's face came into view and Johnny pursed his lips outwards "Speaking of bug bastards."

"You might want to get up..."

"I'm fine right here thank-you very much" Johnny replied.

"Fine stay here then, I'm pretty sure the bugs behind me won't mind"

Johnny raised his head and he looked to see the bugs that were heading for him.

"Dammit, we can't catch a break." He said as he quickly rose to his feet and faced the army.

"Tell me about it."

"I swear...I'd rather be doing anything else than this right now. I mean, I'd rather be in court facing that lawsuit right now." Said Johnny as he made his hands turn into flames.

"Lawsuit?" Spidey repeated.

"Yeah, you don't know. I'm being sued."

"For what!?"

"For saving Gwen" he said before briefly turning to him. The two teens held each other gaze for a second until they both had to move out of the way of the beetles that were trying to kill them.

* * *

Spider-Man sprung off the head of the beetle in front of him and landed on the back of a creature that resembled a lady-bug only it had no wings and it was evil looking. Spider-Man raised his head to look at Johnny who was hovering nearby hurling his fire at whatever was within his range.

"Say What now!? You're being sued for saving Gwen!?" Spidey asked.

Johnny floated down closer to him so they were side by side.

"Not that it's any of your business but this guy out in Jersey…..Dr. Jarrod Domos. He had something to do with Gwen getting kidnapped."

"WHAT!?" Spidey yelled.

"Yeah, and when I confronted him about it…..he had some camera's up, and now he's suing me for assault."

Spider-Man took a moment to think about what Johnny just said but his thoughts were interrupted as Johnny continued to talk.

"But you know something web-head."

"What?"

"I could care less about that damn Lawsuit." He said seriously "The only thing I care about is Gwen"

Spider-Man balanced himself on top of the evil looking ladybug he was riding and then he slowly turned to meet the Human Torch's gaze. The two continued to stare at each other before the buzzing and growling of the creatures around them pulled them back into the immediate danger. Spider-Man ducked as a giant mosquito swooped down and tried to stab him with its stinger. Johnny saw the mosquito and as it curved upwards he thrusted out his hand and unleashed a stream of fire that set the insect ablaze.

"So." Johnny started before turning back to Spidey "Are we going to talk about the giant elephant in the room."

"What Elephant?" Spider-Man asked, although he had a feeling he knew what topic Johnny was alluding to.

"C'mon Spider-Man…..or would you rather I call you Peter Parker."

Spider-Man clenched his jaw at the sound of his real name being dropped by Johnny, he was cursing on the inside because he knew the reason Johnny knew was because a few months back he practically told him in so many words that Peter Parker and Spider-Man were one in the same. Spider-Man remembered how angry he was that night and he remembered what he said, it wasn't until he got home that he realized his mistake. He had hoped that Johnny wouldn't have picked up what he was talking about but it seems his bad luck streak just hadn't turned around.

'_Maybe I can play dumb'_ he thought before straightening up "What are you talking about Johnny, I'm not…..."

"DON"T PLAY DUMB!" Johnny shouted angrily.

Spider-Man released a sigh and hung his head a bit.

"Really Johnny I don't know what you're talking about."

"Oh whatever Parker." Johnny snapped before firing off a fireball at a beetle that was snapping its massive pincers below him, "You basically told me who you are, you know I may not be the smartest person on the block but I'm not an idiot."

"So I've noticed. Lucky me" Spider-Man said under his breath.

"What was that!?" Johnny exclaimed.

"Nothing" Spider-Man responded loudly.

Johnny pursed his lips together and extinguished the flames around his face as he lowered downwards. He stopped when he was right next to Spider-Man again. Spider-Man turned to him and Johnny narrowed his eyes and tried to peer through the reflective lens but he couldn't all he could see was his own reflection.

"Dude, why the mask? If I were you and I had you're powers I would be all over the place."

"It's complicated." Spider-Man simply stated.

"It's really not, but screw all of that….I wanna know the million dollar question."

"Which is?" Spider-Man asked.

"Why haven't you told Gwen?"

Spider-Man stared at Johnny and he could see the look of anticipation on his face, waiting for his answer.

"Told her what?"

"I said don't play dumb Parker, you know what I'm talking about. Why haven't you told her yet? Not that I want you to, but I'm curious. It's obvious you care about her so why haven't…."

"Johnny, whatever you think you know…..you don't. That night I was angry and I said some things that I shouldn't have but you're way off base. I'm not Parker, I know him but we aren't the same person."

"Uh Huh….so you won't mind if I take a look for myself?" Johnny asked.

"What?"

Spider-Man's spider sense came to life and he had just enough time to jerk his head out of the way of a mild whiff of fire from Johnny.

"JESUS CHRIST! WHAT IS WRONG WITH YOU STORM!?" Spider-Man yelled at the top of his lungs.

"YOU'RE WHAT'S WRONG WITH ME THAT'S WHAT!"

Spider-Man gritted his teeth and then shot a patch of webbing directly into Johnny's face. Johnny was caught off guard and he frantically grabbed at the webbing. He struggled with it for a moment before igniting his face on fire; the fire burned away the webbing and leaving a scowling Johnny.

"You're sooooo asking for it Parker." He said while raising his hands.

"JOHNNY!" came a scream.

Spider-Man and Johnny both turned to the right to see dozens of evil looking man-sized cockroaches swarming around the Fantasti-Car. They both could see a barely visible blue dome that was starting to crack and Sue who had a look of worry on her face.

"SIS!" Johnny shouted in shock

"We have to help her." Said Spider-Man seriously.

"NO SH** SHERLOCK! COME ON!" Johnny snapped as he flew towards his struggling sister.

* * *

**Fantasti-Car**

"JOHNNY!" Sue shouted again. She could feel the creatures banging against her shield and normally she would be able to handle them but her contractions were rippling through her body and causing her a large amount of pain and so her concentration was pretty much non-existent. She was amazed that she was able to get up the shield she had now.

"JOHN….ERGH!" Sue grunted as she felt another contraction, she gritted her teeth and focused on her breathing.

"Are you in a lot pain Susan. HEHE Such a shame." came Doctor Doom's voice through H.E.R.B.I.E's voice box again, however Sue ignored him.

* * *

The Human Torch flew towards the Fantasti-Car and he arrived just as the force field vanished leaving Sue and an unconscious Reed Richards vulnerable. Johnny let loose with his flames and he set any and all cockroaches within his range ablaze.

"SUE! ARE YOU ALRIGHT!" he shouted as he hovered a few feet away from the car.

"DOES IT LOOK LIKE I'M ALRIGHT!" she snapped back.

Johnny could see how red in the face she was as well as the pain.

"JUST HOLD ON! KEEP THAT THING IN FOR JUST A LITTLE BIT LONGER!" he yelled while shooting a fire ball and a cockroach that was scurrying towards Reed's head.

"SPIDEY DO SOMETHING!"

"I AM!" Spidey shouted back. Spider-Man fired two webs at two cockroaches and the wall-crawler used his strength to spin them around and then toss them away from the Fantasti-Car. He jumped and then landed right next to Fantasti-Car and right next to Sue whom he could here breathing very rapidly.

"Just keep breathing Sue; you're going to be fine."

"Easy for you to say you don't know what this feels like." She gritted out.

"I can only imagine. Where's Dr. Richards?"

"He got hit by a blast from Doom. I think he's unconscious."

* * *

Johnny landed on the ground and extinguished his flames; he went towards Reed out-stretched torso and he could see scorch marks on his face and he could see that Reed was out cold.

"Yeah, Reed's down" Johnny called out while leaning down and picking Reed up his shoulders. Reed felt like taffy in his arms but Johnny did his best to drag him back towards the Fantasti-Car.

Spider-Man showered a bug that crawling towards the Fantasti-Car in webbing and then he took a step back.

"So Reed's down, Sue's about to give birth, Ben and….and the lady-Hulk are duking it out with Blastaar and we're about to be eaten by giant bugs…does anyone have a plan on how we're going to get out of this mess?" Spider-Man asked.

"Not at the moment….ooof." Johnny huffed as he tossed the unconscious Reed into the Fantasti-Car.

"So what do we do?"

"You die." Came the simple response from Doom.

Johnny and Spider-Man turned to H.E.R.B.I.E and they stared at the red screen and the evil looking smile.

"All of you can die, that's what you can do Arachnid. For your disrespect and disregard for….."

"BLAH! BLAH! BLAH! DOOM, SHUT THE HELL UP!" Johnny roared before lunging forward. He cocked his fist back and set it on fire and then smashed it into the screen destroying H.E.R.B.I.E's head and melting it a bit in the process.

"Nice one Storm." Said Spider-Man

"Thanks." Johnny replied.

"ERGH!" Sue grunted loudly again "Have to…get the Fantasti-Car moving….this baby is coming and it's coming soon."

"Okay, so how do we do that? How do we get this thing moving?" Spider-Man asked.

"Johnny." Said Sue while turning her head to her brother. Johnny heard his name and he turned to his sister and he looked at her with a look of confusion.

"Don't look at me I don't know how this thing works. I can fly on my own; you should know how to fly this thing Sue."

"I'M NOT EXACTLY IN A POSITION TO GIVE DIRECTIONS JOHNNY!" Sue suddenly shouted at him before her face contorted in pain.

"Jeez Sue…okay okay, I get it." Johnny replied.

'_Spider-Sense' _

Spider-Man turned to the left to see some bugs heading their way again.

"JOHNNY TO THE LEFT!"

Johnny turned to he left and he saw the approaching bugs.

"FLAME ON!" he shouted igniting himself on fire "GET THIS THING MOVING, I'LL TRY TO BUY YOU SOME TIME!"

* * *

Spider-Man watched Johnny fly away and he turned back to the Fantasti-Car, he hopped inside and he sat at the pilot's chair. He stared at the controls for a moment but his attention was quickly drawn to H.E.R.B.I.E. as its smashed head started to pull back together again.

"What the hell?"

The red screen and evil smile appeared once again.

"I have planned your deaths without fault….as I've said before all of you will die today."

"I doubt that Doom." Spidey snapped

"I do not."

Spider-Man's eyes widen as his spider-sense once again came to life, the web-spinner ducked low in his seat right as H.E.R.B.I.E's chest opened again and unleashed a massive blast of energy.

"HOLY CRAP!" Spider-Man shouted as he felt the heat of the energy just above his head, _'I can't do anything with big brother Doom watching me….I have to take out H.E.R.B.I.E, but how'_ he thought to himself but as he thought about the problem a solution came to mind. Spider-Man lowered his hand towards his utility belt and he grabbed some web cartridges '_When in doubt web it out…..wait, that didn't sound right…oh who cares. I just pray that this works, please let it work because webbing ain't cheap' _

The blast from H.E.R.B.I.E's chest ceased and once it stopped Spider-Man put himself into H.E.R.B.I.E's view.

* * *

"As usual you missed. Hey….man in the iron mask, I've been meaning to ask you. How's your face."

At the mention of his scarred face Doom let out a loud snarl.

"YOU DARE!" Doom roared through H.E.R.B.I.E's voice box.

"Man, I still remember how you looked when we met at Doctor Strange's house; you have a face only a blind mother could love." Spider-Man taunted, "I mean really, your face is horrible, it's like….worst than that girl from the exorcist. Doom, your face is so ugly that you could make an onion cry."

"HAHAHAH…." Came Sue's laughter before her face contorted into pain again.

Spider-Man glanced over his shoulder when he heard her laugh but it was then that his spider sense went into overdrive.

"DIE!" Doom roared in absolute anger. H.E.R.B.I.E's chest plate opened up once again but right before another blast of energy Spidey quickly tossed his free web-cartridges into the open chest area and covered his face.

**KRCHZZZZZZZZZZZZZZZZZZZZZZZZ ZZ! TCH! TCH!** Went the sound of H.E.R.B.I.E's interior expanding and overflowing with thick webbing.

* * *

When he didn't feel the sting of death nor any heat Spider-Man uncovered his eyes to see H.E.R.B.I.E was overflowing with webbing which jammed up its systems.

"HA! Worked like a charmed" Spider-Man cheered.

"WHAT! HAVE…YOU DONE!?" came Doctor Doom's distorted voice through the voice box.

"I've put a stop to your control on H.E.R.B.I.E, not it's time to go bye-bye Doom." Spider-Man replied.

The wall-crawler stood up and then he grabbed the webbed filled H.E.R.B.I.E by the sides and he began to tug. Spider-Man gritted his teeth and tugged and tugged until finally the wires that were jutting into the Fantasti-car were ripped apart. Spider-Man tossed H.E.R.B.I.E to the right and the mini-Doom control robot flew out of the Fantasti-Car.

"Okay, step 1…..get rid of old school radio that only has one station…Doctor Doom's one note wonders…check. Step 2, learning how to fly this damn thing."

"ERGHHHHH!" Sue shouted from the back of the Fantasti-Car "HURRY! GOD THIS IS SO PAINFUL!"

"I'm trying….which buttons do I press?" Spider-Man asked over his shoulder but Sue wasn't paying him any attention, "Damn it" he whispered. Spider-Man stopped and let out a breath before he suddenly whipped around and looked at the unconscious Reed Richards; more importantly he stared at the 4 upon his chest. Spidey leaned towards him and he pressed the four upon his chest.

"BEN!" he shouted.

"I'M KINDA BUSY!"

* * *

**A few Yards away**

"HA!" Ben shouted as he ducked under a powerful swing and came up with an uppercut. He then quickly backed away as She-Hulk came flying in from the left with her hands linked together; she slammed both of her fists onto the side of Blastaar's face as hard as she could. The towering enemy stumbled to the right and he fell down to the ground.

"ARGH!" She-Hulk growled shaking her hands, she was sporting several scuff marks that were healing and her costume was ripped but for the most part she was fine, "His face is crazy hard"

"Good shot though" Ben chimed. The two of them were breathing heavily and attempting to catch their breaths and recover as they saw Blastaar starting to rise to his feet.

**DEET!** went the sound of the 4 on Ben pants and the 4 on She-Hulk's chest.

"BEN!"

"I'M KINDA BUSY!" Ben shouted as he saw Blastaar turned towards them and allow a snarl to grace his lion like face.

"THIS IS MORE IMPORTANT!" Spider-Man shouted.

"I seriously doubt that" She-Hulk chimed as she balled up her green fist and prepared for another round against Blastaar.

"I think you guys are forgetting that Sue is about to pop with a little bundle of bad timing…so if you could please just tell me how to start this car I'll be very happy." Said Spider-Man.

Ben looked at Blastaar and then glanced to the right and at the Fantasti-Car where he could make out Susan.

"You're right, Suzie's baby is more important….to start the engine you press the green butto….."

"RAH!" Blastaar roared, it sounded exactly like a lion's roar only deeper and more animalistic.

* * *

**Fantasti-Car**

"…you press the green butto…."

Spider-Man leaned away from the 4 as he heard the roar, he looked over to see Blastaar's hands were glowing and he was stomping toward Ben and She-Hulk.

"Oh no."

"AH!" Sue gasped "Spider-Man HURRY! REED! WAKE UP!"

Spider-Man gritted his teeth and turned back to the console, his eye searching for the green button.

'_Green button…Green button…where are….'_ Spider-Man started but stopped because it was then that he saw several green buttons "GODDAMN IT! WHICH ONE!?" he shouted, "Okay, Okay calm down, calm down, just use the process of elimination."

Spider-Man lifted his hand and he let his finger hover over a green button that was to the far left of the console "I choose you"

Spider-Man pressed the button and as he pressed the button the whole ground began to shake and rumble.

**RUMBLE! RUMBLE!**

"Uh oh….not that one, not that one…" he replied over and over again.

**CRACK! BOOOOOOM!  
**

* * *

A few feet from the Fantasti-Car the massive and giant worm that attempted to eat Spider-Man earlier burst from the ground and let out a loud wail. The monstrous worm landed on the ground with a thud and the creature slithered towards the bug army that Johnny was attempting to keep at bay.

The Human Torch was on the ground pouring on the fire but the more bugs he set ablaze dozens more took their place.

'_Too many…..there's too many.'_ He said in his mind.

**THUDDDDDDDD!** Johnny felt the ground beneath his feet shake and the shaking was only intensified.

**RAAAAAAAAAAAAAAAAAAOOOOOOOOO OORRR! **Came a loud wail. Johnny turned around and he saw the sharp and approaching teeth of the worm.

"HOLY CRAP!" he shouted before pushing off of the ground and taking to the air. The worm passed underneath him and right into the army of bugs. The approaching bugs saw him coming but they couldn't do anything as the massive worm cleared an entire path by scooping them all into his mouth and mercilessly eating them.

* * *

**IN the Air**

"Not exactly the back up I was expecting but I'll take it." Said Johnny but it was then that a shadow passed over him. He looked up and he saw a familiar looking enemy pass over and head down to the ground "Oh No."

* * *

**Down Below **

"The two of you shall pay for that" said Blastaar, "You come into my Kingdom and You…."

**THOOOOOOM!** Came the sound of feet hitting the ground. Ben, She-Hulk and Blastaar looked to see the intimidating and feared Annihilus staring back at them, his armor was dented and signed a bit but that didn't take away from his overall menacing appearance.

"Traitor, this is not your Kingdom."

"RAH! ANNIHILUS!" Blastaar growled "So it was you who sent these creatures" he continued while pointing towards Ben and She-Hulk "Were they you're distraction, you could not face me yourself so you sent outsiders in your stead. You are a disgrace Annihilus, under your rule we suffer, under my rule I shall lead our people from this dimension and into our rightful place."

All the while Blastaar was talking Annihilus was seething in anger; he narrowed his yellow eyes and balled up his fists and allowed energy to form around his hands and mouth.

"SIIIIILENNNCEE!" the armored insect leader shouted out unleashing a massive wave of energy.

* * *

"Oh Crap" said Ben as the wave of energy hit him and She-Hulk

* * *

**Fantasti-Car**

"Okay, that first one wasn't the right one…how about…..you." said Spider-man while letting his finger hover over another green button, _'Spider-sense'_

Spider-Man turned his head to see a massive wave of energy heading right for him and the Fantasti-Car.

"OH COME ON!" he shouted before whipping towards the console again, he jammed his finger down onto the Fantasti-Car and the engine miraculously revved up, "HAHA! IT'S ALIVE! ALIVE!"

The web-spinner grabbed ahold of the controls and he jammed his foot down onto the gas pedal.

"WHOA!"

The Fantasti-Car quickly lurched forward at an incredible speed; the car zoomed directly towards a thick crowd of bugs and insects that were busy dealing with the giant worm that was eating them left and right.

Spider-Man's eyes widen as the giant worm turned around and let out a roar; yellow slime flew everywhere but at the last second Spider-Man twisted the controls to the right and the Fantast-Car swerved out of the way and took towards the sky, and as they went to the sky the wave of energy unleashed by Annihilus engulfed the bug army.

* * *

**Fantasti-Car**

"HOW DO I DRIVE THIS THING!?" Spider-Man yelled as he fiddled with the controls. The Fantasti-Car swerved and jerked all through the air, the web-spinner tried his best to steer the vehicle but he failing miserably. He turned the controls the right but when he did that he unintentionally set himself on course with a man-sized mosquito.

"AHHHHHH!" he shouted as the Fantasti-Car smashed into and through the man-sized mosquito. The squished insect's guts were everywhere and because of the large bump the Fantasti-Car was sent into further disarray. The car spun around until it suddenly tilted over and was flying upside down.

"AHHHHHHHHHHHHHHHH!" screamed Sue as she fell out of the Fantasti-Car.

"SUE!" Spider-Mans shouted as he saw her fall. He used his clinging abilities to cling to his seat and he held out his hand but from the corner of his eye he saw a flash of blue stretch from the fantasti-car and towards the falling Susan Storm.

* * *

Sue screamed at the top of her lungs as she fell from the vehicle, she tried to concentrate to form a shield but between giving birth and falling to her death her concentration wasn't normally what it was and so she couldn't save herself.

"AHHHH!" she continued to scream until she felt a pair of hands wrap around her and stop her descent.

"SUE!"

Susan turned her head to see a conscious Reed Richards.

"REED!"

"I GOT YOU! JUST HOLD ON!" he said to her; Reed twisted his head around and he looked at the upside down Fantasti-Car, "SPIDER-MAN! GENTLY TWIST THE CONTROLS, DON'T JERK THEM!"

* * *

**Fantasti-Car**

Spider-Man heard the yell and he looked at the controls in his hands, he slowly rotated his hands and the Fantasti-Car started to turn right-side up. Once the car was the right away again the young hero let out a breath of relief and then turned around in his seat and watched Reed's body slowly retract to its normal state.

Reed hefted himself and Sue over the edge and safely back into the Fantasti-Car.

"SUE!" Spider-man exclaimed.

"I'm….alright but we have to…ERGGGHHH!" she grunted as both of her hands went to her abdomen.

Reed saw his fiancé in pain and he pursed his lips together in determination. He moved away from her and towards the driver's seat.

"Excuse me Spider-Man, I'm driving." He stated.

Spidey quickly moved from the driver's seat and to the back with Sue. Reed took hold of the controls and then he hit the 4 on his chest.

* * *

**In the Air**

Johnny lowered his hands away from his face as the light from Annihilus's attack faded and he was able see down below. The wave of energy had barreled through a good chunk of the bug army and the worm was still eating as many of the bugs it could sink its teeth into, _'As long as that thing's on my side I'm A okay'_

**DEET! DEET! **

Johnny hit the 4 on his chest.

"What!?"

"JOHNNY! FOLLOW US WE'RE GETTING OUT OF HERE NOW!" Reed shouted at the top of his lungs.

"Where are you?" he asked.

"RIGHT ABOVE YOU!"

Johnny looked up right as the Fantasti-Car flew over his head; he looked down at the raging bug army and then back towards the Fantasti-Car.

"Sorry worm guy but you're on your own. I'm outta here" He said before taking off after Reed.

* * *

**Down Below**

"GAH!" She-Hulk gasped as Blastaar grabbed by the throat and started to choke her. She-Hulk could feel the pressure against her windpipe and the air leaving her lungs but she wasn't one to give her life up so easily. The jade green beauty narrowed her green and she wrapped her hands around Blastaar's massive fingers.

"DIE YOU FEMALE PEASENT!" Blastaar growled as he applied more pressure and then began to lift her off of her feet.

She-Hulk gritted her teeth and stared into Blastaar's eyes.

"S…CREW YOU!" she shouted while swinging her left foot back and then kicking Blastaar in the groin as hard as she could.

"AHHHHHH!" the monstrous enemy shouted at the top of his lungs. He quickly released his hold on She-Hulk who dropped to her feet; she sucked in a few breaths of air before looking at Blastaar who had his face scrunched in pain. She-Hulk focused on him and as she did that she could feel her anger rising and rising. The more her anger rose the stronger she began to feel and she let that feeling flow. She balled up her both her fist as tightly as she could and she let out a snort before letting out a yell.

"**SHE-HULK SMASH!" **

The green beauty lunged forward and she smashed her fist into Blastaar face and the shot made his head snap to the right and from his lips several specs of blue blood flew from his mouth. She-Hulk then came in with another straight shot to Blastaar's chin that made his head snap backwards and teeth click together. She through another attack his way and then another; with her newfound strength She-Hulk was a fury of fists and curses and she pressed her attack against him.

* * *

Ben delivered a headbutt to Anninhilus's face and then he delivered a massive haymaker. Annihilus took the shots and then responded with hard shot to Ben's stomach and from there he grabbed Ben by the throat and lifted the rocky brawler off his feet slightly.

"YOU ARE BEGINNING TO ANGER ANNIHILUS! MY FIGHT IS NOT CURRENTLY WITH YOU!"

"YES IT IS!" Ben shouted back before slamming his rocky palms on the sides of Annihilus's head. Annihilus let him go and Ben rushed in with a hard shot to the winged monster's armored side.

**BAM!**

"UGH!" Annihilus gasped. Ben hit him in the side again and again before grabbing him by his wings and swinging him around. He swung him around and around before tossing him away and right into Blastaar.

* * *

She-Hulk smacked Blastaar in the face again with both fist and the armored beast spun around just in time to ram straight into Annihilus. The two enemies smashed into each and then went to the ground.

* * *

She-Hulk huffed and puffed and she looked across the way at Ben who looked to be catching his breath as well.

"LET'S FINISH THESE GUYS!" Ben shouted.

"FINE BY…." She-Hulk started before the 4 on her chest started to beep.

Ben looked down and hit the 4 on his shorts.

"WHAT!?" he yelled.

"BEN WE'RE GETTING OF HERE NOW!" Reed yelled.

Ben eyed Blastaar and Annihilus with hate in his eyes.

"I'm kinda busy Reed, Blastaar and Annihilus…."

"ARE NOT OUR PROBLEM! LET THE TWO OF THEM FIGHT WE HAVE TO GET SUE OUT OF HERE!" Reed yelled.

Ben pursed his rocky lips together and he stared forward.

Annihilus and Blastaar pushed themselves up and they eyed each other and they immediately dived at each other. Ben continued to look at the two of them and his rigged stance soon relaxed.

"As much as I hate to run away from a fight….I think Dr. Richards is right." Came She-Hulk's voice over the line.

"Yeah, Yeah you're right….let's go, where are you guys."

"Right above you"

Ben looked up to see the Fantasti-Car lowering down towards him.

* * *

**Few Yards Away**

"WEAK FOOL!" Blastaar snapped delivering a powerful punch to Annihilus's face. Annihilus shook it off and came across with a slash from his clawed hands.

"TRAITOROUS FILTH!"

The two titans clashed together in a struggle of might and while they did that neither noticed the Fantasti-Car lower towards the ground and allow She-Hulk to hop inside. Once she was inside the Fantasti-Car lifted upwards and flew through the red sky.

* * *

**KCH! KCH! POP!** Went the sound of the sparking electronics inside the webbed filled H.E.R.B.I.E, the sparks continued for a minute until the screen switched from black to red again. Through the view screen Doctor Doom was able to see the Fantasti-Car fly away.

"NO!" Doctor Doom shouted in anger, "BLASTAAR!"

* * *

Blastaar back fisted Annihilus and then held up both his hands and unleashed a blast of cosmic energy that smashed directly into Annihilus's armored chest. Annihilus howled in pain as he was blown back.

"HA!" Blastaar taunted while smiling that he caused his enemy pain, suddenly, a surge of electricity passed through his system setting his nerves alight with pain, "AHHHHH!"

From his armored fist a slot opened and then in front of Blastaar a solid hologram of Doctor Doom appeared. Doctor Doom slapped Blastaar in the face and the pointed to the red sky.

"YOU IDIOT THEY ARE GETTING AWAY! AFTER THEM!"

"GET AWAY FROM ME!" Blastaar roared lunging at Doom but the armored beast passed right through him.

"YOU BUFFOON, DO YOU KNOW WHO I AM, I AM DOOM! YOU CAN NOT HARM ME BUT I CAN HARM YOU!"

A powerful surge of electricity passed through Blastaar and the pain was so intense that it made him drop to his knees.

"YOU SERVE ME! NOW SAY IT!" Doctor Doom yelled.

"…ergh….ergh….." Blastaar grunted in agony.

"SAY IT!"

"I SERVE YOU!"

The electricity stopped and Doom folded his arms across his chest.

"Now, get up and go after them."

Doctor Doom disappeared leaving a seething Blastaar in his wake; he growled low in his throat before suddenly blasting off of the ground and taking to the air. He hovered there for a second until his eyes landed on the fleeing Fantasti-Car. HE then leaned forward and blasted after them.

* * *

"HSSSSSSSSS" went Annihilus, he could feel the stinging pain in his chest from Blastaar's attack but he pushed it to the side, his anger outweighed his pain. The feared leader turned his yellow eyes to the sky when he heard a sound and it was then that he saw Blastaar fly away.

"NO! TRAITOR CAN NOT ESCAPE PUNISHMENT FROM ANNIHILUS!"

Annihilus got his feet and he spread his wings; with a might flap he took to the sky and after Blastaar.

* * *

**In the Air- Fantasti-Car**

"Sue, on a scale of 1 to 10, how much pain are you in?" Spider-Man asked while looking at her red flushed face. Sue opened her eyes and scowled at him.

"HOW ABOUT I RIP YOUR HEAD OFF AND SHOVE IT UP YOUR…"

"OKAY! I'd say about a 12" Spider-Man interrupted "Uh, Dr. Richards is there anyway you can go faster?"

"I'm flying as fast as I can Spider-Man." Reed responded.

"No you ain't, I can get this baby to go faster let me drive egghead." said Ben.

"I've got it Ben just sit back." Reed replied "Just hold on Sue we're almost to the portal."

Ben grumbled to himself and folded his rocky arms across his chest.

She-Hulk maneuvered in her seat until she was right next to Sue, she grabbed her hand and held it tightly.

"Just keep breathing girl, just keep breathing."

"EVERYONE STOP TELLING ME TO BREATH I DON'T NEED TO BREATH I NEED SOME DRUGS!" Sue yelled.

"Sue, we've discussed this, no drugs or anything like that, we want to have a natural birth" said Reed over his shoulder.

"SCREW THAT! I WAS CRAZY THEN I'M NOT NOW I NEED DRUGS YOU ELASTIC SONUVA….ERGH!" she grunted as another wave of contractions hit her hard.

* * *

Spider-Man shook his head and released a sigh '_This is an ordeal….I really hope, that if by some miracle and years….years down the line that if have kids it's nothing like….spider sense'_

Spider-Man eyes widen as he felt the familiar buzzing at the base of skull that put him on high alert. He felt the danger getting closer and closer from behind him and so he turned his head only to see Blastaar quickly gaining on them.

"OH NO!"

"What!?" Ben asked.

"BLASTAAR!" Johnny yelled.

* * *

Johnny rolled in the air so he was flying forward but still able to see Blastaar. The young hero held out his hands and started to hurl fire at his approaching enemy. Blastaar swatted the fire out of his path with his armored fist and then returned fire with several blast of his own.

Johnny was able to swerve out of the path but one shot did manage to hit the rear end of the Fantasti-Car causing it to violently lurch forward.

* * *

"OOF!" Reed grunted as he felt the vehicle lurch.

**ERNN! ERRN! ERRN!** Went the sound of an alarm with the Fantast-Car.

Reed looked down at the console and all of the flashing red lights.

"Oh No!?" he gasped.

"What's happening?" She-Hulk asked.

"One of our boosters is about to…"

**BOOOOOOOOOOOOOOOOOM! **

Everyone looked to the left as they felt the left booster blow out and catch fire sending smoke everywhere.

Reed gritted his teeth and tried to keep the Fantasti-Car steady but without the port-side booster the car began to tilt downwards.

"REED PULL UP! PULL UP!" Ben shouted as he felt them heading into a dive.

"I'M TRYING BEN! I'M TRYING!"

* * *

Johnny hurled another fire-ball at Blastaar but his attention was pulled away as he saw the Fantasti-Car tilt downwards. He could see the fire and smoke coming from the left-side and upon seeing it he sprung into action. Johnny dipped downwards and he flew after the Fantasti-Car, he flew to the burning port-side and he placed himself under the vehicle and right where the burning booster was located. He could see that it was blown out and that the fire was spreading; thinking quickly Johnny grabbed hold of the Fantasti-Car and he started to absorb the spreading fire and as he did that he increased the fire in his feet.

"ERGGGGH!" Johnny grunted in determination as he tried to help the Fantasti-Car level off.

* * *

Reed pulled with all of his might on the controls and in combination with Johnny helping he managed to slightly level the Fantasti-Car off.

"GOOD JOB JOHNNY KEEP IT UP!" Reed yelled.

* * *

"I CAN'T, IT'S TOO HEAVY! I'M NOT STRONG ENOUGH!"

* * *

"KEEP IT TOGETHER JUST A BIT LONGER FLAME-BRAIN, WE'RE ALMOST HOME!" Ben shouted.

In front of them they all could see the giant portal that Reed had built as a bridge between their dimensions. Reed pushed down on the controls and the Fantsti-Car lowered downwards and lined directly up with the open portal. A feeling of relief passed through several of them but the feeling vanished by Spider-Man yelling.

"INCOMING!" the wall-crawler yelled.

* * *

Blastaar let out a roar as he grabbed the tail end of the Fantasti-Car rattled the vehicle violently. He held out his hand to blast them but Spider-Man being the closest reacted instantly; he lashed out with a kick that managed to knock Blastaar's hand out of the way just as he released a blast of energy. Spider-Man continued his assault by whipping around and throwing a punch but it barely did anything to Blastaar; he let out a nervous laugh before shooting a patch of webbing into Blastaar's face. Blastaar ripped the webbing off and it was then he was greeted by a left cross from She-Hulk followed by Ben raising his rocky fist and coming down with a mighty strike.

* * *

The Fantasti-Car was drawing closer and closer to the open portal that would take them home, but the path there was getting dangerous by the second because the Fantasti-Car was in danger of crashing at any moment. The danger was apparent to everyone but none more that Susan Storm. She cracked open her eyes again and she saw that Reed was steering as best he could, Johnny was propping the car up to the best of his abilities while Spider-Man, She-Hulk and Ben dealt with Blastaar.

All of the chaos going around her plus the stress and pain of her pregnancy was staring to get to her. Suddenly the Fantasti-Car jolted and Sue saw Blastaar get knocked off of the Car but he was still close behind them. The Invisible Woman watched as Blastaar let out another roar and hold his hands in front of his body. His fists glowed with cosmic energy and Sue knew that one more hit like the one from earlier and in such close range would kill them all and that included her baby as well. The thought of that was enough to make Sue's adrenaline course through her veins.

'_No'_ She thought as Blastaar's hands glowed more and more, "NO!" she screamed at the top of her lungs. A sudden power surge, unlike any she had felt before erupted through her and her eyes glowed blue and a powerful sparkling blue force field formed around all of them right as Blastaar's cosmic blast erupted from his hands.

**KRAKOOOOOOOOOOM!** Went the sound of the attack hitting the force field but unlike before it didn't shatter, the force field held up and withstood Blastaar's attack. The force behind the attack was so great that it pushed against Sue's shield and subsequently helped to push them further towards the open portal.

The shielded Fantasti-Car passed through the swirling vortex of the Negative Zone and crossed over into their dimension.

* * *

**Baxter Building- Main Lab**

Gwen was standing in front of the swirling portal when something caught her eye, a sparkling shadow as quickly approaching and it wasn't slowing down. Gwen quickly dove to the right as the Fantasti-Car came barreling through the portal; from her spot on the ground Gwen watched as the shield around the Fantast-Car vanished, Johnny hit the ground hard and the car went screeching and sliding across the floor.

"They made it…thank God" she whispered to herself.

* * *

"Dr. RICHARDS CLOSE THE PORTAL BEFORE BLASTAAR CROSSES OVER!" Spider-Man yelled as he hopped out of the badly damaged Fantasti-Car. He was quickly followed by Ben and She-Hulk who helped to get Sue out of the car and onto the ground.

"Suzie…where the hell did that kinda power come from?" Ben asked as he knelt down to her.

"I…have no idea Ben" Sue replied back in a strain voice.

* * *

Reed stretched from the Fantasti-Car and all the way over to his computer where he immediately began to type in commands but unfortunately for Reed and the others Blastaar was already through the swirling vortex.

* * *

**Portal**

Gwen managed to get to her feet when she heard the sound of footsteps behind her. She turned around just as a visibly angry Blastaar stepped through the swirling vortex and into the Baxter Building.

"HOLY HELL!" Gwen shouted at the sight of him while quickly backing away. Blastaar held up his hand and released a cosmic blast at her but before the blast could hit Gwen a web-line attached to her back and she was yanked away and into the arms of Johnny Storm who swooped in, burned the web-line and took to the air.

'_Sonuva…..'_ Spider-Man started in his mind looking up in the air at Johnny. Ben and She-Hulk both spotted Blastaar and they knew that he couldn't stay in the Baxter Building. The two of them nodded to each other and then released their hold on Sue.

"Stay with her Spidey" Ben commanded before he and She-Hulk charged into battle yet again.

* * *

**IN the air**

'_Sonuva...'_ Johnny started in his mind as he looked down on the ground and at Spider-Man.

"Johnny!" Gwen exclaimed.

"Are you alright!?" he asked her quickly.

"Yeah I'm fine, but what the hell is that thing!?"

"Nothing good." He responded.

* * *

**Down Below**

"YAHHHH!" Ben and She-Hulk yelled as they both tackled Blastaar and tried to push him back into the Negative Zone. Blastaar was caught off guard slightly and was overwhelmed for a minute but he recovered and dug his feet into the ground.

"NO! I'M NOT GOING BACK! I SHALL RULE THIS DIMENSION!" he proclaimed while fighting against them.

"HSSSSSSSSSSSSSSSSSSSSSS! TRAITOROUS FILTH WILL DIE!" came a loud yell.

Annihilus suddenly came flying through the portal and barreled into Blastaar's back and knocking them all down to the ground.

* * *

**Few feet away**

"Sue, just hold on you're going to be fine we're back in our dimension." Spider-Man coached as he held her hand.

"Spider-Man….I-I-I can't hold on anymore…this baby is coming and you're going to have to deliver it." She said looking at him.

"I HAVE TO DO WHAT!?" he exclaimed.

* * *

Johnny and Gwen landed on the ground next to Spider-Man and Sue and upon seeing Sue's dishelved appearance and her red flushed face Gwen quickly ran over and knelt down next to her.

"Dr. Storm…Sue are you okay?" Gwen asked with concern.

"She's about to give birth" Spider-Man answered quickly "And Johnny's gonna have to deliver it." He added at the end.

"I HAVE TO DO WHAT!?" Johnny exclaimed.

"ERGH!" Sue yelled.

"How far apart are your contractions?" Gwen asked.

"….I-I don't know…..every few seconds maybe….." Sue answered.

Gwen pursed her lips together and she scooted closer to Sue, she grabbed Sue's pants and she began to pull them down.

"Gwen, what are you doing?" Johnny asked.

"What does it look like Johnny, the woman is about to give birth and she can't do that with her pants on." Gwen answered. Once Sue's pants were down Gwen was able to see what was going on and her eyes widen in shock, "OH MY GOD! SHE'S ABOUT TO GIVE BIRTH!"

"YOU THINK!" Sue shouted.

Spider-Man swallowed hard as he leaned down and looked and he instantly recoiled back.

"OH MY GOD THAT IS SICK!" he commented, the wall-crawler looked at Johnny who was looking away "Okay Johnny get in there?"

Johnny turned to him and raised his eyebrows.

"What the hell do you mean get in there?"

"Deliver it man."

"WHY ME?!" Johnny shouted.

"SHE'S YOUR SISTER!"

"SO, THAT DOESN'T MEAN I WANT TO SEE HER LADY PARTS OR….." he started before glancing down at Sue's open legs and then quickly turning his head "….Or see her give birth to a scene from Aliens. That is the single most horrific thing I've ever seen in my life."

"THAT'S YOUR NEPHEW OR NIECE IN THERE!" Spider-Man shouted.

"BOTH OF YOU SHUT UP!" Gwen yelled while turning to them "GOD, you both are like children…Now Shut up and let me concentrate. I'll deliver the baby."

Spider-Man and Johnny both closed their mouths and Gwen turned back to Sue.

"Sue, listen to me….I-I-I think the technical term is that you're crowing, I can see the head. I think this is the part where you need to push."

Sue looked at Gwen and she sucked a breath like she was getting ready to push but at the last second she stopped and she shook her head.

"I-I can't…"

"YOU HAVE TO!" Gwen yelled.

"REED! REEEEED!" Sue yelled.

* * *

**Computer**

Reed's fingers danced across the keyboard and rapid pace. He turned his head to the left and he watched Ben and She-Hulk square off against Annihilus and Blastaar who were both still trying to kill each other.

"BEN! JEN! I CAN'T CLOSE THE NEGATIVE ZONE UNTIL YOU GET THE BOTH OF THEM THROUGH THE PORTAL!" he yelled.

"REED! REEEEEEEEEEEED!"

Reed heard his name being called and he turned to Sue, he quickly stretched his head and torso over to her.

* * *

**Over by the Fantasti-Car  
**

"I'm here Sue."

"Reed, our son is coming…..but….but I want to get married first."

"Sue, honey, it's a little too late for that….he's coming and…." Reed stopped and he looked down to where Gwen was kneeling, "He's coming now."

"No….No, I think I can keep it together for a few more seconds…JOHNNY!"

"WHAT!"

"Little brother I need you go and get a priest."

"A PRIEST!" he shouted.

"YES! A PRIEST!" she yelled.

"Where the hell am I supposed to find a priest sis?" Johnny replied.

"There is a church not too far from here…..It's about 6 blocks east of here." said Spider-Man.

"Really?" he asked.

"Yeah."

"JOHHNNY HURRY GO GET HIM NOW!"

Johnny let out a growl before he took off towards the balcony.

"FLAME ON!"

* * *

Ben punched Blastaar in the stomach while She-Hulk dropped kicked Annihilus in the face. Annihilus went stumbling back and then he whipped around and tried to back fist Blastaar who managed to duck under the shot and responded with an uppercut to Annihilus's chin.

She-Hulk climbed to her feet and she went to Ben.

"You heard Reed; he can't close the portal until these two idiots are in there. Any thoughts?" she asked.

"Yeah…a cannonball special."

"What the hell is that?" She-Hulk asked.

"Something I picked up from some friends of mine, only they call theirs a fastball."

"What is it though?"

"I swing you around and throw you at them and then you knock them both into the portal. You game?" he asked turning to her.

She-Hulk turned to him and smiled.

"Oh I'm definitely game…except…."

She-Hulk suddenly straightened up and moved towards him. She then quickly grabbed him by the shoulder and by the back of his pants; with her strength she hoisted him up off of his feet.

"HEY!" he shouted.

"You aren't doing the throwing handsome, I am. I was an all American softball pitcher in high school. Right now the bases are loaded and we need a strike."

* * *

She-Hulk stared straight ahead and she waited; she watched as Annihilus and Blastaar traded blows and each shot was hard and swift.

"What are you waiting for…?" Ben started before being interrupted by She-Hulk.

"SHHHHHHH! I'm waiting for the right moment." She said; her green eyes continued to stare straight head.

Blastaar swung and Annihilus ducked and came behind him.

She-Hulk's eyes widen as she saw that both of their backs were turned to them.

"NOW!" she yelled before swinging Ben around and around and then with all of her might she threw him forward.

* * *

Blastaar struggled with all of his might to get Annihilus off of his back and his hand from around his neck. Blastaar bucked and then turned around but as he turned around he and Annihilus were greeted to the sight of Ben Grimm.

"CANNONBALL SPECIAL!" the rocky brawler yelled as he barreled into Blastaar's stomach.

Blastaar felt all of the wind leave his lungs, the armored beast went flying back and because Annihilus was on his back he went flying as well. The two continued to fly backwards until they flew through the swirling vortex and back into the Negative Zone.

"REED CLOSE IT! CLOSE IT NOW!" Ben shouted from his spot on the ground.

* * *

Reed looked up from Sue and towards Ben; he saw that Blastaar and Annihilus were gone.

"COMPUTER CLOSE THE NEGATIVE ZONE NOW AND INITIATE PROTOCOL 7!" he yelled.

* * *

**Negative Zone**

**SLAM! KCHNNNNNNNSSSSSS!**

Blastaar looked up from the rocky ground to see that the doors were sealed shut.

"NO!" he yelled in anger. He crawled forward and placed his hand on the door but as he touched the door an invisible force of energy violently pushed him away and back to the ground.

**DEET! DEET! **

Blastaar was on his back when he heard the sound and when the sound stopped another solid holographic image of Doctor Doom appeared over him.

"Doom."

"You have failed me Blastaar…I do not tolerate failure, consider our contract null and void."

**ZIP! **The holographic image of Doom disappeared and as he disappeared another loud beeping sound echoed through the air and suddenly all of the armor upon Blastaar fell off and to the dusty red dirt.

"NO!" Blastaar yelled as he quickly scrambled to his knees and grabbing at his discarded armor but when he tried to touch them they let of a powerful surge of electricity.

"ERRRRRRRRRRRRRGH!" he grunted before letting go of the armor.

**THUD!**  
Blastaar heard the sound from behind him. He slowly turned his head and came face to face with Annihilus. Annihilus narrowed his yellow eyes evilly and he raised his hand which crackled and glowed with energy.

* * *

**Baxter Building- Main Lab**

"AHHHHHHHHHHHHHHHH!" Sue screamed at the pain she was feeling.

"PUSH SUE PUSH!" Reed said.

"NO! NOT UNTIL JOHNNY GET'S BACK" She yelled back at him. At that moment Ben and She-Hulk made their way over to the group.

"Oh MY GOD IS THAT WHAT I THINK IT IS!" She-Hulk shouted as she stared at Sue's open legs.

"Ugh…Definitely" Ben replied scrunching his face up as he stared as well.

* * *

Sue looked back and forth between Spider-Man, Gwen, Ben, Jen and Reed who were all staring at her _'indecent'_ position.

"I HOPE EVERYONE IS GETTING A GOOD LOOK AT MY BUSINESS!" she shouted. Everyone quickly looked away.

Reed leaned down and he kissed her on her red forehead.

"It's going to okay Sue."

"LOOK!" said Spider-Man as he pointed to the balcony.

* * *

"I'M BACK BUT I DIDN"T FIND A…TRADITIONAL PRIEST I FOUND A…." Johnny started before being interrupted by Sue as she saw who Johnny brought back.

"A RABBI!" Sue shouted.

The Rabbi walked side by side with Johnny until he was standing near the group.

"My Goodness" the Rabbi exclaimed as he saw what was going on "Young man you were telling the truth." He said in a thick accent.

* * *

"I SAID PRIEST JOHNNY!" said Sue.

"HEY I FOLLOWED THE DIRECTIONS BUG BOY GAVE ME!" Johnny shouted while pointing at Spider-Man who rubbed the back of his neck sheepishly.

"Oops…I guess that was a Synagogue, go figure." Spider-Man replied.

"ERGH!" Sue growled in anger while trying to lunge at Spider-Man but Reed restrained her.

"Hey, he can still marry you guys right?" said Spider-Man while turning to the Rabbi.

"Are the ones getting married Jewish?" the Rabbi asked in his thick accent.

"No" Reed and Sue answered at the same time.

"Do either of you have a marriage license?"

"No" they answered again.

"Well then I can't marry you, it wouldn't even be legal."

"Rabbi, come on cut them some slack." Said Spider-Man, "They love each other, she's about to give birth and literally all of us have been to hell and back….just say the words man."

The Rabbi looked over the gathered individuals and then he released a sigh.

"Okay, I'll do it, but I only know it in the Jewish language."

"Its fine I'll talk you through it." said She-Hulk making her way over to him. The Rabbi took a step back in sight of her but she smiled at him and placed a comforting hand on his shoulder.

* * *

"Dearly Beloved…." She said.

"Dearly Beloved." The Rabbi repeated while looking down at Reed and Sue.

* * *

"SKIP TO THE END!" Reed and Sue yelled.

* * *

"Do you Reed Richards take Susan Storm to be your wife?"said She-Hulk quickly

"Do you Reed Richards take Susan Storm to be your wife?" The Rabbi repeated.

* * *

Reed squeezed Sue's hand and he stared into her eyes and he smiled.

"I do…with all of my heart."

She smiled back at him.

* * *

"Do you Susan Storm take Reed Richards to be your Husband?"

"Do you Susan Storm take Reed Richards to be your Husband?"

* * *

"I do" she answered with tearing rolling down her face.

"OH MY GOD I SEE AN EYEBALL!" Johnny suddenly yelled.

* * *

"The Rings, where are the rings?" The Rabbi asked.

"SKIP THE RINGS!" Ben yelled.

"By the power of God and the state of New York I now pronounce you Mr. and Mrs. Richards, Husband and Wife; you may now kiss the Bride." The Rabbi announced.

Reed and Sue laughed a bit as they slammed their lips together in a passionate kiss, which sealed their union.

* * *

Gwen's eyes widen as she saw two eyeballs peeking at her.

"OH MY GOD! PUSH SUE! PUSH!"

"AHHHHHHHHHHHHHH!" Sue screamed as she pushed and pushed with all of her might.

* * *

Gwen sucked in a breath as she saw the baby was coming out, she panicked for a second, but her panic was quickly quelled by the gloved hands of Spider-Man as he braced her hands with his as they both waited for the baby to fully emerge. She briefly glanced at him before Sue screamed again and pushed.

* * *

"WAHHHHHHHHHHHHHHHHHHHH!" came the cry of the newly born baby.

"IT'S OUT!" Johnny yelled.

* * *

Sue opened her eyes and looked down as Spider-Man and Gwen raised the baby upwards and into view.

"It's a boy" said Spider-Man.

Reed let out a breath that was holding as he saw his normal and healthy looking baby boy. A smile graced his lips as Sue gently took the baby out of their hands and into her arms.

"He's beautiful" she said with tears still freely rolling down her cheeks, "Reed he's beautiful"

Reed leaned down and he kissed his wife on her forehead again as he himself stared at his crying baby boy.

"Welcome to the world…..**Franklin Benjamin Richards.**"

* * *

**10 minutes later**

The paramedics gently lifted Sue upon the stretcher but she barely noticed them, she and Reed who was standing next to her, were too enthralled with Franklin. They both let their eyes roam over his light blonde hair, chubby cheeks and soft skin.

"We're going to take you to the hospital now Mrs. Richards" said one of the paramedics. Sue nodded her head and just when they were getting ready to wheel her away she stopped them.

"WAIT!"

Reed looked at her with confusion for a second.

"What is it Sue?"

She smiled at him and then turned her head to the right and looked at Ben, Johnny, Gwen, She-Hulk, Spider-Man and the Rabbi.

* * *

**2 minutes later**

"Alright everyone…move a bit closer together" said Reed as he looked at the computer.

* * *

Everyone was gathered in the center of the lab, in front of them was an odd looking machine but in reality the machine was nothing more than a glorified camera. The gathered individuals moved a bit closer to each other and they were all gathered around Sue who was holding Franklin in her arms.

Johnny was standing right next to his sister and across from him was Gwen, she looked at him and he looked at her and smiled. The young hero then glanced down at his nephew and he smiled at him as well.

"Spider-Man step a little to the left" Reed called out.

* * *

Johnny turned his head a little and he was able to see Spider-Man step a little closer to him. Johnny's smiled dropped a bit as he looked at the wall crawler. Spider-Man could feel eyes upon him and he shifted his head a bit and he locked eyes with Johnny.

"What?" he asked.

"That thing you and I were discussing earlier. I just want you to know, that it's far from over." Johnny whispered "You get a pass today but rest assured, we're going to finish it…..Parker."

Spider-Man just stared back at him.

* * *

"PERFECT!" Reed exclaimed. Reed stretched away from the computer and over to the group. He stood behind Sue and he leaned down so his face was right next to hers.

"I Love you Mrs. Richards."

"I Love you too Mr. Richards."

"Everyone say Cheese." Ben shouted.

"CHEESE!" The all said

**CLICK!**

* * *

**Many Years Later- Baxter Building- Library**

Standing in the library room of the Baxter Building was Peter Parker aka the Amazing Spider-Man but he was much older. He was wearing a light blue, red and white uniform with spider patterns going everywhere and in the center of his chest was a number 4. In his hands was a book that was filled with pictures and one picture in particular made a smile cross his face.

"Time flies." He said to himself.

"HEY!"

The older Peter turned to see an equally older Johnny Storm enter the library. Johnny was still wearing his usual solid blue Fantastic Four uniform and he pretty much looked the same only he was sporting gray hair instead of blonde.

"What are you doing Pete?" he asked in a friendly voice as he made his way over to him.

"Reminiscing" Peter replied.

Johnny looked down at the photo book and he let a smile grace his lips.

"Oh God I remember that day, one of the craziest days of my life….and that was also the day I saw a bit more of my sister than any brother should ever have to see."

Peter let out a chuckle.

"Yeah."

"I also remember that those were the days your were bit on the paranoid side, with the whole mask thing."

"With good reason." Peter replied quickly "Now it doesn't matter so much anymore."

Johnny wrapped his arm around Peter's shoulder in a friendly matter.

"Come on old man, that's enough reminiscing about the past. It's time to look to the future. Franklin will be here any minute for his birthday and I don't think he'll want to miss his 2nd favorite uncle."

Peter smiled and then closed the photo album, and on the front of the photo album in big bold print were the words: **Family Memories**. He gently placed the photo album on the table in front of him and patted it affectionately.

Peter and Johnny then turned and started for the exit.

"You're right Johnny, Franklin will be here and he wouldn't want to miss his favorite Superhero. The Amazing Spider-Man."

"In your dreams bug boy." Johnny responded before the two burst into laughter.

* * *

**Present Day- A Day later- New Jersey- The Home of Dr. Jarrod Domos- 9:40 pm**

Dr. Jarrod Domos hummed a tune to himself as he walked up the steps that led to his modest home. The chemist dug into his pocket and he removed a set of keys, he fiddled with them for a second before finding the key that would open the wooden door in front of him. He put the key into the keyhole and with a small twist he opened the door and ventured inside.

* * *

**Inside **

Dr. Domos entered his dark home and he managed to take two steps into his home before the light suddenly flipped on. Jarrod looked around curiously because he didn't turn on the light.

"What the hell?"

**SLAM! **Went the sound of the front door being closed. Jarrod whipped around to see Spider-Man behind him with his hand on the door, blocking the exit.

"SPIDER-MAN!" Jarrod exclaimed, truly shocked to see the wall-crawler in his home in the middle of the night.

"Hello Dr. Domos." Said Spider-Man as he slowly raised his head and looked at the doctor.

"W-What are you doing here?" he asked while taking a step back. Spider-Man lowered his hand and straightened up. He took a step forward and instinctively Jarrod took a step back.

"I'm here to have a little chat."

"A-A-A chat…..a chat about what?"

"Well, a little fire-bird told me that you had something to do with a kidnapping a few months back. And not only that but you're suing said fire-bird, well we can't have that now can we. I'm here to chat about the renegotiation, among a few other things."

At the mention of the kidnapping and the impending lawsuit Jarrod's blood ran cold.

* * *

Spider-Man studied the man before him and the sudden rigidness of his stance told him all he needed to know. A tense moment passed between the two before Jarrod whipped around and tried to run away.

Spider-Man shook his head and quickly fired a web-line at Jarrod's feet and pulled. Jarrod was yanked off of his feet and he went to the ground with a thud. He laid there for a second before he felt himself being slowly pulled towards the web-spinning wonder.

"Where are you going Dr. Domos, if you leave then we can't have our chat….." said Spider-Man as he continued to pull.

"WAIT! NO! PLEASE! NO!" Jarrod yelled.

Spider-Man yanked on the web and once Jarrod was below him he leaned down and rolled him over. Spidey grabbed him by the front of his clothes and effortlessly lifted him up off of the ground. While dangling in the air Jarrod stared into the white reflective lenses with complete terror.

"And who wouldn't want to have a conversation with your friendly neighborhood Spider-Man."

* * *

**End Chapter: Read and Review:**** Hey readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter and the conclusion to this small little arc. I think you readers may have heard me say this in the past or you may have noticed this but I really really really enjoy Spider-Man and the Fantastic Four. I like the history that they share with each other and the second family relationship that they have with Spider-Man. You can trust that that relationship isn't going anywhere and there are plenty more adventures in store for Spider-Man and his extended family, granted they haven't yet gotten to the family part just yet but as you read at the end they are on their way there; as is the **_**'eventual'**_** friendship between Peter and Johnny Storm. At this point I really wouldn't call them friends more along the lines of frenemies (A friend/rival). Anyway again I hope you all enjoyed the chapter…what about She-Hulk, did you all enjoy her official appearance, I bet no one saw her coming. Now that she's been introduce she'll be popping in and out, first with the Fantastic Four and then with the Avengers and maybe….the Defenders! Was that a hint **** LOL! Well my readers that ends it for now but join me as the story progress even more as I introduce another character who has a part to play in Peter's upcoming school year. That's right readers the highly anticipated and long awaited debut of Felicia Hardy aka the Black Cat is up next. I just pray that you all enjoy my interpretation of her and I how I believe that she should be along with her motivations. If anyone has any questions, comments, rants or raves please leave it in the review or send me a PM and I'll get back to you ASAP, otherwise this is Nomad88 saying later…**

**Ps: Secret Warrior is almost finished and I was going to post both but I was too excited and I ended up posting TSA first but Secret Warrior is coming up next so stay tuned. This is me saying later…..**

**Next up: The Hardy Family **


	78. The Hardy Family

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey Readers it's me Nomad88 back again with another chapter in the Spider-Man mythos. I hope all of you are enjoying the chapters as I enjoy writing them. Last chapter saw the crazy birth of Franklin Richards and I'm happy about all of the support you readers have given me from that chapter. I really enjoyed that chapter and have been planning it for a while so to see that you all responded so positively only spurs me further to create chapters like it in the future. As I said before I enjoy Spider-Man and the Fantastic Four so they'll be plenty more adventures. Anyway, I think its time to move more into solo Spider-Man territory and what better way to do that than to introduce a new challenge for him to face, only this challenge is one of the heart LOL! Anyway I'm going to stop talking but before I do I would just like to say please Read, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 69: The Hardy Family**

**Across the World- Madrid, Spain- 10:50pm **

In the dead of night two figures leapt across the roof-tops of Madrid; the crisp night wind whipping through their hair was proof that the two figures were moving at top speed. As they leapt, bound and weaved through the roof-tops their movements were light and quick; each step that they took was graceful and angelic. The only hopes of anyone being able to copy their movements would be if they were Olympic level athletes.

The death-defying figures suddenly came to a stop on the shadowed edge of building that was able to overlook the city but both figures had no interest in the beautiful and buzzing city, no, their eyes were locked upon what was in the distance, the building or fortress rather on the edge of the town. The fortress in question was the Royal Palace of Madrid.

* * *

The Royal Palace of Madrid was just that, a palace; a massive and elegant structure that housed the Royal Family. The Palace took up several blocks and had a modern yet old historical feel to it, there was a giant stone gate that went around the palace and protected it from the public; along with the stone gate there were armed men and women atop of the gate patrolling the walkways and searching for any sign of trouble and lastly there were several large spotlights shining ever so often into the massive garden courtyard that was behind the gate.

* * *

The two figures continued to stare ahead at the Palace for a minute longer until they moved a few feet to the left and into the moonlight allowing its glow to illuminate them and their features. The first figure was a man; he was 6'1 with graying blonde hair, blue eyes, a gray-blonde mustache and he looked to be in his late 40s possibly early 50s. He had a powerful build for a man his age and it was clearly seen through the form fitting black spandex outfit that adorned his body. The man had a name and it was John Hardesky or rather **John Hardy**, which was the name he had been using for the past 20 years, but on nights like this one, where he bounded across roof-tops and moved with grace through the night, there was a name he identified with moreso than John Hardy and that name was: **The Cat. **

The Cat breathed in the night air and he relished in the sound of the noise below but he kept his eyes locked on his target, roaming over the security that was visible from their position.

"Are you certain it's in there?" he asked out loud obviously addressing his companion.

"I'm positive, I saw it with my own eyes." His companion responded in an English accented voice. John eyes widen a bit and then he slowly turned his head to the right and he looked at his partner.

* * *

John's partner was female and she was shorter than him. She stood at about 5'7 with long bouncy white hair that was pulled into a ponytail, beautiful emerald colored green eyes that were covered by a black domino mask, full lips and young fair toned skin which made her look to be about 17 years old. She had a curvy hourglass figure that was also lean and muscular and it was tightly covered in a black outfit that was similar to John's only her's was leather with white gloves and boots which adorned her hands and feet. John's companion was none other than his own flesh and blood, his daughter, **Felicia Hardy** but on nights like tonight when they both were dressed in their outfits and were scrambling the roof-tops she had adopted a name that she could identify with more than her given name and that name was…..**The Black Cat. **

The Cat stared at his daughter and he scrunched his eyes up a bit.

"When were you in the Royal Palace?" he asked.

Black Cat bit her lip and gave him an innocent look. The Cat put his hands on his hips and turned to fully face her.

"Felicia, when?"

The Black Cat let out a sigh and hung her head a bit.

"I may have gone on a date with the Royal Prince and he may have shown me around his palace."

"I thought you were having a sleep over with your friends from school."

"I may have been….lying." She answered.

The Cat shook his head and ran a hand through his graying blonde hair.

"What have I told you about lying to me Felicia." He said in admonishment.

"I'm sorry Daddy, but I'm tired of Madrid alright. We've been here for about 2 1/2 months now and I've stolen just about everything there is to steal. I'm ready to move on to another city…country for that matter. We've been here longer than we've been anywhere else."

"I know, and I've told you that….." The Cat started before he was interrupted by the Black Cat.

"We're here on an important mission. Yeah I know, and the end of said mission is in the Royal Palace."

"Are you sure? How did you even know to look in the Royal Palace?"

"Yes Dad, I'm sure it's in there. And as far as how I knew to look there, I first looked at the photos on your desk a few days ago and I saw that on the artifact we're trying to find was an insignia that you missed."

"Really?"

"Yep, the insignia is very old and very rare. I stared to do research on it and I discovered that the Royal Family's crest is a variation of the insignia. From there it was only a matter of _'asking'_ the Royal Prince that goes to the school you enrolled me into on a date and _'suggesting'_ that we go to his house so we can have se…" she started and then stopped because she realized that she was giving too much information but her father caught onto what she was about to say and his eyes narrowed even further.

"No No go ahead and finish Felicia."

"I was finished." she replied.

"Felicia did you and he….."

Black Cat folded her arms across her chest and shifted in her spot.

"No Dad we didn't alright, I spiked his drink and he passed out before it got too far okay. He's not my type anyway…..well he was rich and handsome, so he kinda is my type but he's too full of himself. And even if we did do anything like that I wouldn't tell you."

The Cat let out a snort and then turned his eyes back to the Royal Palace.

"That still doesn't answer the question of why did you think it would be in the Royal Palace." He said after a long pause.

"The Royal Family's crest is a variation of the insignia on the artifact right…..and their crest has a translation, and it roughly translates into: The Protection against Evil's door or something like that. And what better place than to protect something than a Palace, it was a long shot but it paid off. After the Prince passed out I roamed the Palace and I finally found the artifact but I wasn't able to get it."

"Where was it?" The Cat asked turning back to his daughter.

"The Royal Chamber." She answered.

"Of Course" The Cat replied.

The wind picked up a bit but it didn't bother the two thieves. The Black Cat pursed her lips together as she studied her father's face.

"So are we going to steal this thing or not Dad?"

"….yeah we are, we have to."

"What do you mean we have to?" she asked placing her hands on her hips.

"Nothing, come on, we're going to do this but there can be no mistakes this time Felicia." He said seriously before jumping off of the roof.

The Black Cat looked down and saw her father swing around on a pole that was down below and then propel himself to the next roof.

"I think you're forgetting that it was you who made the mistake last time Dad, I don't make mistakes." She said to herself before she too jumped off of the roof.

* * *

**Royal Palace East-Stone Gate- Few Minutes later**

Two guards were patrolling the east section of the stone wall that separated the Royal Palace from the rest of the city of Madrid. The guards were dressed in red, blue and green outfits with rifles in their hands, ready for any threat that may arise.

**TINK! TINK! TINK! TINK!** Came a light scratching sound from the wall. The guards heard the sound and they looked at each other for a second.

**TINK! TINK! TINK! TINK!**

The guards heard the sound again and they cautiously walked towards the edge of the stone wall and looked over, but right as they looked over two sets of legs appeared and the pair of legs wrapped around each of the guards throats and yanked forward. The guards were pulled off of the wall and they fell down below and directly into the thorny bushes.

* * *

The Cat and Black Cat flipped up onto the wall and silently landed.

"There is always one section that is patrolled less than the others…remember that Felicia" The Cat whispered.

"I know dad I know" she responded in the same whisper.

The two looked to the left and to the right and when they didn't see any of the other guards looking in their direction they silently nodded to each other and then ran and jumped off of the wall and onto a branch of a tree limb within the large and vast forest like garden that was east-side of the Palace.

* * *

**In the Trees**

The Cat and Black Cat deftly balanced themselves on the branch and they waited a second before jumping to the next tree branch in front of them. And just like the roof-tops of Madrid the duo leapt and bound through the tree branches careful to not make a sound or be seen by the guards patrolling the area.

* * *

They soon reached a tree that was next to the lavish Palace but the Cat held up his hand signaling to the Black Cat that she needed to wait. She quickly looked around and she spotted two guards walking past plus the spotlight was moving into their direction as well.

"Plan?" she whispered.

"Pray they don't look up" The Cat responded which only earned a deadpanned look from his daughter. The Black Cat shook her head and turned back to the guards down below. She looked to the right as the spotlight came into view and in response she hugged herself closer to the trunk of the tree hoping that the thick leaves would block her and her father from view.

The spotlight hovered over the guards for a second and one of the guards grumbled loudly and then waved the spotlight away. The spotlight disappeared and not long after the guards continued their patrol.

* * *

The Cat looked at Black Cat and then he raised his hand and pointed towards the Palace. The Black Cat followed his arm until she saw the roof. She nodded her head and held up her hands, with a flex of her fingers sharp feline like claws extended from her white gloved finger tips. The Cat did the same thing and feline like claws popped from his gloved hands as well, he then gently grabbed his daughter by her waist and arm and with a mighty throw; he threw her towards the Palace.

* * *

The Black Cat sailed in the air for a second before she quickly reached the stone siding of the Palace. She reared her hand back and then sunk her claws into the stone effectively allowing her to cling to the side. Black Cat got herself situated on the wall and then turned to the trees and nodded her head.

* * *

The Cat backed all the up on the branch he was standing on and then he took a running start. He ran until he reached the end of the branch and he leapt with all of his might. The master thief sailed through the air and he held out his hand and it made contact with the wall in the space right next to his daughter. The two then began to scale the stone wall and towards the roof.

* * *

**The Palace Roof**

They pulled themselves over the edge and then simultaneously retracted their claws.

"Now what?" she asked.

"Vent" he stated pointing forward. Black Cat turned her head and she saw a vent that wasn't too far away.

"Seriously? A vent?" she questioned with raised eyebrows.

"Come on" her father replied while rushing to the vent. The Black Cat hesitated for a second before she quickly followed.

* * *

The Cat reached the vent and he began to carefully inspect it looking for any sign of a security system but before his inspection was complete he saw Black Cat reach for the vent and effortlessly yank it off of its hinges.

"WHAT ARE YOU DOING!?" the Cat whispered forcefully.

"Moving this along….I'm not having fun anymore and I just want this caper to be over." She stated in whisper while setting the vent gently down on the ground.

"YOU COULD HAVE SET OFF A SILENT ALRM OR OR….."

"Or nothing Dad, the lenses in my mask didn't pick up any alarm frequency, so relax."

"Don't tell me to relax young lady. This is a serious mission with no room for error okay."

"That's the second time you've said that, just why is this so important?" she asked while folding her arms across her chest.

"Look I don't have time to explain everything right now Felicia, just trust me. I'm your father so it's a given that I'll never steer you in the wrong direction."

"Right." She replied.

The Cat heaved a sigh and then turned to the vent; he grabbed the sides and then jumped through. Black Cat bit her lip and shook her head before she too grabbed the sides of the vent and jumped through.

* * *

**Kitchen**

Black Cat fell through the metal shaft and her feet soon hit the white tile floor of the Palace's giant kitchen. She looked around the kitchen for a minute until she spotted her father by a door. He turned to her and waved her over.

"How far is it to the artifact?" he asked in a whisper.

"It's in the Royal bedroom in the north wing. We're in the east wing." She responded.

"Do you see anything?" The Cat asked.

Black Cat moved a bit closer to him and peeked through the partially cracked door and she eyed the wide open hallway that lead to another section of the large Palace. She narrowed her eyes and as she did that she activated small lenses upon her mask that changed her vision into a light blue color. She looked around and she saw red laser lines everywhere.

"Security, invisible lasers, but they don't seem to be motion detecting, just standard light breaking, and there are no guards in the area."

"What is the pattern of the lasers?"

The Black Cat looked at the patterns of the lines and she smiled.

"Mambo step"

The Cat nodded his head and he pushed through the door with the Black Cat right behind him.

* * *

**Hallway/Corridor**

The Cat eyed the open corridor and then he looked at his daughter who moved past him a few paces.

The Black Cat cracked her neck and then her back.

"Finally, a little fun on this mission." She said to herself as she studied the laser line patterns through her mask.

She took a small step back and then ran forward and jumped. The Black Cat corkscrewed through the air and she deftly passed through the center of two red laser lines. She was heading for the ground and she lightly slammed both palms on the ground and then sprung up and over a laser line. She sailed towards a laser and she almost broke up but at the last second she twisted in the air and passed over the line. She landed on the ground and ran and the dropped to her knees and slid under three lasers lines.

'_HAHAHAH WHOOO!'_ she thought in her mind.

* * *

The Cat watched as his daughter weaved through the security system, just as he had taught her to do; a sense of pride washed over him as he continued to look at her but the feeling instantly vanished once he remembered what was at stake in the _'caper'_ that he and his daughter were upon. A feeling of dread ran through him but he couldn't dwell on it for too long because he saw Black Cat flip over the last security line and come to a stop at the end of the corridor. He watched as she hugged herself to the wall and then carefully peeked around the corner. She turned back around and waved him over.

The Cat nodded his head and he brought to mind how the Black Cat moved through the laser lines. While she had the lens to allow her to see he didn't so he was forced to memorize her moves but luckily for him he was extraordinary adept at memorizing things. The Cat took a step back and then he dash forward.

* * *

**North Wing- A few minutes later**

The Cat kicked a guard in the back of the leg causing the man's leg to buckle; he then grabbed the guard by the back of the neck and silently choked him into submission. He looked to the right to see the Black Cat doing the same thing to the other guard.

Once the guard that was unconscious he gently dropped him to the ground; he looked at his daughter to see her gently lay the guard in her arms down as well. The two then walked towards the doors that the guards were guarding and they both released a sigh.

"The Royal Chambers" Black Cat whispered.

The Cat turned his head and he looked at the guards that were littered on the ground behind them. The two had managed to creep through the Palace undetected but the further they went into the Palace and to the Royal chambers they ran into some guards, but they were able to sneek up behind them and take them down quickly. The Cat turned back to the diamond encrusted doors in front of him and he squatted down to the key hole. He flexed one finger and he carefully but expertly placed the extended claw into the key hole and began to fiddle with the lock. While he was doing that the Black Cat was looking around for anymore guards.

"Hurry up daddy we don't have much time." She whispered, eyeing the guards that were sprawled out onto the floor.

"Quiet" The Cat whispered back.

**CLICK!**

* * *

**Inside the Royal Chambers**

The doors creaked open and the light from the outside infiltrated into the large master bedroom of the King and Queen of Madrid who were fast asleep in their king sized bed. The Cat and Black Cat looked at each other briefly before he held out his hand. The Black Cat took the hint and ventured into the room, her eyes roaming over everything in an attempt to remember where she saw the artifact. She took a few more steps and then she came to a stop. The Black Cat turned towards the left where there was a solid red and green colored wall; she narrowed her eyes and then let a smile grace her lips. She crept towards the wall and she began to feel around until she felt a medium sized indention in the wall, she pushed the indention inward and to her delight a rectangular section came out. The Black Cat pulled the protruding rectangular section of the wall and she gently set it down on the ground.

The rectangular wall piece was actually a hidden safe with a combination dial on top. The Black Cat looked at the dial and she grabbed it and lowered her ear down to the safe and began to turn the dial while listening to the clicks inside.

A few tense seconds passed before the Black Cat suddenly rose up and turned the dial one last time.

**POP!** She scrunched her face up a bit and then turned to the bed, but luck was on her side as the couple still slept, blissfully unaware that they were being robbed. The safe popped open and the smile on her face widened even further. She opened the safe and there sitting in the center on a red cushion was the artifact.

A jagged and misshaped looking stone object. The Black Cat grabbed the item which was a bit heavy than it looked and shoved it into her left white glove. She then gently closed the safe and put it back into the wall completing it once again; taking a step back she double checked and then smiled before turning to face her father.

The Cat looked at her and he nodded his head in approval. He turned around a silently ventured out of the royal chambers and the Black Cat was right behind him.

* * *

**Much Later in the Night- **

The Cat and Black Cat stood patiently waiting in an open field in one of Madrid's beautiful parks. They were waiting next to a fountain that had a stone statue of a half-naked woman spouting water into the stone circle below her. The Black Cat looked down into the water to see it littered with pennies, nickels, dimes and quarters.

"Hey, how much money do you think is down there?" she asked out loud.

"Felicia focus" her father responded

"On what…there is nothing here."

"Our contact will be here any….." he started before a voice interrupted him.

"Speak of the devil and he shall appear."

The Black Cat and Cat whipped around to see a mysterious man standing behind them. He was garbed in a purple cloak with the hood pulled over his head, the man reached up towards the purple hood and he removed it to reveal his bald head, brown eyes and green tattoos that adorned his face in an odd looking pattern.

* * *

The Cat looked at him and stepped forward unafraid.

"Are you **Mesmero**?" He asked.

The purple cloaked man named Mesmero nodded his head in response.

"And you are the Cat, the world's greatest thief." Came his scraggly light voice.

"2nd greatest you mean" The Black Cat chimed as she stepped forward, "I'm the first."

"Be quiet" The Cat ordered.

"My My My you have such a lovely and beautiful daughter" said Mesmero looking at her.

The Cat broke his line of vision and stepped in front of his daughter.

"I have what your boss wanted…..did he transfer the funds?"

"Once you called my employer went ahead and transferred the funds into the account you specified, if you would like to check be my guest." Mesemero replied.

The Cat studied Mesmero for a long moment before he shook his head.

"No, I believe you."

"Very well, now may I please have the artifact?"

The Cat turned towards the Black Cat and held out his hand. She quickly reached into her white glove and she removed the stone artifact and handed it to her father.

The Cat looked at the artifact in his hand for a second before he slowly handed it over to the awaiting Mesmero.

Mesmero snatched the artifact away from the Cat and he let out a long sigh.

"Finally, **he** shall be free" he whispered in delight.

Mesmero quickly reached into his cloak and he removed a jagged stone object that was similar to the one the Cat had given him. He held up both pieces and he slowly started to bring them together.

**CLANG!** Went the sound of the two pieces meeting; the two joined pieces suddenly went from two weird looking stone pieces to a completed stone spider. Mesmero looked at the stone spider in his hand and he grinned a grin while looking up at the Cat.

"I thank you for you help and in the new world you will be rewarded for you part." He said cryptically before swiftly turning and walking away.

* * *

Black Cat watched Mesmero go and she slowly turned to her father.

"Well, that wasn't creepy at all."

The Cat turned to her and gave her a serious look.

"Come on Felicia we're done here"

The Cat turned and he walked in the opposite direction of Mesmero; The Black Cat heaved a sigh and followed after him but not before throwing one last glace at Mesmero.

* * *

**Later- Penthouse Suite- Central Madrid. **

The Cat and Black Cat landed on the small balcony of their penthouse suite and they ventured into the lavish living room. The Cat heaved a heavy sigh and made a beeline towards a desk that had a closed laptop upon it.

He quickly grabbed the laptop and lifted the screen up and he hit the space bar. The screen came to life and the master thief let a smile grace his lips as he read what was on the screen but his smile vanished as the screen before him was suddenly closed. He looked up and into the green eyes of his daughter who had taken off her domino mask.

"What the hell is going on with you?" she demanded.

"Felicia don't curse."

"Hell isn't a curse word Dad now could you please answer the question. You have been extra weird lately and I want to know why. We're partners and as partners I deserve to know what's going on."

"We're not partners; I'm the parent and you're the child and I'll tell you what you need to know and at this point you don't need to know anything."

"Yes I do"

"No you don't"

"Bulls…" she started before she was interrupted.

"I swear if you finish that word you are grounded until you have gray hair." He stated seriously. Felicia straightened up and then folded her arms across her chest and glared at her father. John ignored her and he lifted up the screen to the laptop and he looked at the words printed there. Felicia kept her glared fixed firmly upon her father.

A few seconds passed with them like this, he ignoring her and she glaring at him. Felicia started to tap her foot but her father remained silent. The younger thief finally had enough and threw her arms up in frustration.

"COME ON DAD!" she shouted "I can take whatever it is you're trying to hide from me."

"No you can't"

"Yes, I can. I have to know because at this rate I'm going to go out of my mind. Come on I promise to do anything you say if you just tell me why you're acting so weird"

"Anything?" John repeated looking up at her.

"Yes, anything." She repeated.

"I'm actually glad you said that because it makes it easier for me to tell you that we're leaving Madrid and heading to New York."

Felicia looked at him with a blank stare.

"We're going to New York. YES!" she shouted in happiness "Oh my God I think its fashion week OH MY GOD THIS IS GONNA BE GREAT! Wait, hold on, why are we going to New York?" she asked with a raised eyebrow.

"Because your mother and sister are in New York." He said.

"NOOOOOOOOOO!" Felicia shouted in anger "I'm not going to New York if they are there, I don't want to see them."

"It doesn't matter what you want, we're going and that's final. You said you'd do anything right, now go to your room and get your bags packed."

"Wait a minute I said I would do anything only if you told me why you're acting so weird and you didn't so the deal is null and void." She countered.

"…We're broke Felicia" John stated

The statement hit Felicia like a ton of bricks, and whatever feelings she was feeling about her mother and sister quickly vanished. She just stared at her father and tried her best to comprehend the words that left his mouth.

"E-E-Excuse me….what?"

"I said we're broke….The Hardy Family, our family; is practically broke and our company is on the verge of financial ruin." He continued, "Right now your mother is in New York trying to fend off a very aggressive takeover from Oscorp and Fisk Incorp…."

"HOW COULD THIS HAVE HAPPENED!? HOW CAN WE BE BROKE!?" Felicia roared while slamming her hands on the table, the wood groaned a bit under her strength but it held strong.

John stared at his angry daughter for a long second before he moved away from the desk and from her. He rubbed the back of his neck tiredly and he tilted his head upwards.

"It's a long story."

"Make it short then Dad." Felicia snapped.

"Fine, bad investments and investors….corporate sabotage, dangerous people that I owe money to, and most importantly your mother and I being on bad terms. All of this stuff combined equals the end of everything we hold dear."

"This is…this is insane." said Felicia backing away from the desk and towards the couch; she plopped down and hung her head, "How much money do we have left?"

"Enough to give the appearance that we have more than enough but in reality we're hemorrhaging funds."

Felicia looked at him and then at the computer on the desk, her mind putting together a few of the pieces of the puzzle.

"So I take it that this last score with the artifact was to boost our bank account."

"Yeah." John answered.

"And all of the other heists we've been on for the past…."

"Year." John finished.

"YEAR! We've been broke for a year!?"

"Yes we have. The only thing that has been keeping us afloat is the things that we've stolen and fenced, but the heat is on and we have to get out of Europe for a little bit, hence another reason why we're going to New York."

"This is a nightmare."

"We'll get through this Felicia." Said John confidently

"Yeah right." She replied in an unconvincing voice "How much do Mom and Valerie know about what's going on."

"Nothing."

"Jesus Christ Dad." Felicia sighed.

"Look Felicia, just…just go and pack alright. We're leaving first thing in the morning."

Felicia swiftly stood up and started for her room but she stopped when she heard her father call her name.

"Felicia"

Felicia turned around to face him.

"If we're going to get through this…we're going to have to do it as a family. Just remember that."

Felicia nodded her head and then turned and headed for her room with the intentions of packing her clothes for her trip to New York City to once again see her sister and mother.

* * *

**About 10 hours later- JFK- 7:25 pm**

A leisurely dressed John and Felicia Hardy exited the busy airport and stepped into the brisk evening air of New York City. They heaved a sigh and John stepped forward and raised his hand for a taxi.

One of the many yellow taxi cabs pulled up to him and popped the truck. Felicia and John hurriedly put their bags into the trunk and then got into Taxi.

* * *

**45 Minutes later- TriBeca- Hardy Penthouse- Kitchenette **

Valerie Hardy sat stoically at the counter in the small kitchenette area of the penthouse. She heaved a heavy sigh and raised the glass in front of her to her lips and she took a swig of the brown liquor inside. She savored the feel of the liquor that rolled down her throat and warmed her stomach.

"NO!" came a shout.

Valerie turned her head to the left to see her mother Anastasia Hardy storm out of her room and into the lavish living room in their top floor Suite.

"NO! NO! YOU CAN'T DO THAT WE HAVE A CONTRACT!" Anastasia shouted in anger over the cell phone in her hands "OSCORP OFFERED YOU A BETTER DEAL! SCREW YOU AND OSCORP I HOPE YOU'RE READY TO HEAR FROM MY LAWYER!" she screamed before ending the call and throwing her phone into the couch in anger.

Anastasia ran a hand through her hair and she looked up at her daughter who was staring at her.

"Oscorp snaked another deal huh. Well at least it wasn't Fisk this time?" She said.

Anastasia walked over to her and grabbed the glass out of her hands and downed it in one gulp. She too savored the feel of the liquor as it hit her stomach.

"Valerie what have I told you about drinking?"

"That I shouldn't do it because it speeds up aging, but at this point mom I could careless about my looks." She replied with narrowed eyes.

Anastasia looked at her daughter sadly and attempted to cup her face in her hand but Valerie pulled away from her touch and turned away from her.

"Sweetheart."

"Don't Mom, just don't" Valerie responded while getting up from her seat and walking away from her and towards the balcony.

* * *

Anastasia watched her go and in response she grabbed the bottle of liquor that was on the counter and she refilled the glass and then she quickly emptied the glass by drinking it in one gulp.

Ever since Adrian Toomes aka the Vulture swooped in and told Valerie the truth about her parentage things between the two of them have been severely strained. Anastasia tried to deny it but Valerie saw right through her and so, reluctantly she had divulged a secret to her that she had been keeping for the past 22 years. And that secret was that Adrian Toomes was her biological father.

Anastasia spent the next day or so explaining the whole situation to her daughter and how she came to be and naturally after Valerie was livid. Anastasia had never seen her daughter so upset but it was to be expected however what she didn't expect was for her hold onto that anger. In the days after Anastasia had noticed that Valerie had become distant, pensive and she noticed that her oldest daughter began to drink.

'_I can't blame her though, this is my fault. All of it.'_ Anastasia thought to herself before pouring herself another drink but right as she was about to drink it the door bell chimed loudly.

**DING!**

Anastasia put down her drink and she made her way to the front door. She undid the locks and then grabbed the knob and opened the door and a look of shock quickly crossed her features.

"John" she whispered breathlessly.

* * *

John Hardy stood in the doorway of the Penthouse Suite looking directly into the eyes of his estranged wife. He let out a slow sigh as his eyes roamed over her.

"Hello Anastasia, still beautiful I see." He said with a charming smile.

"You're here."

"I am. I got your message."

"You mean the one I left for you months ago. You mean that message."

"I was busy alright." John replied his smile dropping from his lips.

"It's nice to know where I….your wife fall on the priority list."

"Look, I'm here now okay and I brought someone with me."

John turned and reached to the left, and he pulled Felicia into view. Anastasia's eyes widen a bit at the sight of her younger daughter.

"Felicia."

"Hi Mom"

Anastasia let a smile grace her lips before stepping forward and pulling her daughter into a hug, "My baby girl."

Felicia let out a breath and she slowly returned the hug.

* * *

John Hardy watched the scene in front of him and he had to smile. Felicia and Anastasia hadn't seen each other in a long time and the last time they saw each other they weren't on the best of terms but it was good to see them put that aside and embrace each other. The Master thief looked up to see his other daughter Valerie Hardy standing a few feet away watching them.

"Valerie, my baby girl." He said while moving past Anastasia and Felicia and moving into the Penthouse, he closed the distance and he pulled her into a hug as well. Valerie stood there letting him hug her and like Felicia she slowly returned the hug.

"Dad" she whispered sadly.

"I have missed you know that right." He said to her softly.

"And I missed you too" she replied, after a long second though she broke the hug and looked at him curiously "What are you doing here though?"

"Your mother called me…." He started before being interrupted.

"Months ago John. I called you months ago and I really needed you but I don't need you anymore." She finished as she and Felicia walked over to them.

* * *

"Valerie" Felicia stated upon seeing her sister.

"Felicia." Valerie stated back.

Felicia and Valerie closed the distance and hugged each other.

"Ugh…sis, I see you're still not taking care of your hair, I see sooooo many split ends."

"And I see you still haven't gotten over you kleptomania…I can still see the security tag on your dress."

The sister's shared a light laugh as they broke apart and looked at each other.

"It's been like 2 years since I've seen you." Said Felicia.

"It hasn't been like 2 years, it's been 2years." Valerie responded, "You and Dad off globe trotting."

"Well you know we are free spirits." Said Felicia.

"What do you want from me Anastasia?" Came John's voice. The sisters looked away from each other and at their parents who looked to be gearing up for an argument.

* * *

"Do you want me to apologize? Fine, I'll apologize. I am sooo sorry that I didn't come running when you called me okay. I'm sorry."

"Somehow that didn't sound sincere John." Anastasia said, folding her arms across her chest.

"Whatever. Look can you please put aside your feelings of being ignored and listen to me…there is something that you need to know."

"And there is something you need to know too Dad." Came Valerie's voice.

John and Anastasia turned to her and Felicia.

"Valerie no." Anastasia responded quickly.

"No mom…no more lies. He needs to know." Valerie said seriously.

"Lies? Wait what's going on?" Felicia asked.

Anastasia walked over to Valerie and put her hand on her shoulders and looked directly into her eyes.

"Valerie listen to me…this is between you and me, alright."

"No mom…this is between all of us. I mean we are a family right."

"We won't be if you do this."

Valerie stared into her mother's eyes and then she slowly backed away. She turned to John and looked at him intently.

"Do you know why mom called you Dad all those months ago? It was because we were attacked by an assassin." Valerie stated.

"WHAT!?" John and Felicia shouted in shock.

"Yeah, and he had a name too." she continued.

"What was it?" John asked seriously, anger evident in his voice.

"His name was Adrian Toomes."

Anastasia quickly turned and moved away.

John stood there with a blank look upon his face staring at Valerie; his mind attempting to process what he just heard.

"Adrian To…" he started before letting his eyes look at the back of Anastasia.

"Who the hell is Adrian Toomes?" Felicia asked, wondering about the sudden silence that passed between the three of them.

"Apparently Adrian Toomes is my father."

"WHAT!?" Felicia roared, "No…No that's not true."

"Oh but it is little sis. We're not full blooded siblings. We're half, same mother but different Fathers."

Felicia recoiled a bit in shock and then turned to her mother.

"Mom. You cheated on Dad!?"

A scowl formed on John Hardy's face as he turned away from the very silent Anastasia and looked at his daughters.

"Both of you leave, go to your rooms or something."

"Dad…" Felicia started.

"GO!" he yelled.

Felicia closed her closed and glared at her father who only glared back. Valerie gently grabbed hold of her half-sister's arm and began to pull her away. Valerie knew that Felicia was not one for taking orders and if given the chance she would stand there all day glaring at her father, but she knew that her parents needed some time to talk.

"Come on Felicia." She said softly.

Felicia gritted her teeth but still allowed herself to be pulled away and into the next room. John watched them go and once the door closed he turned his eyes back to his wife who had made her way over to the kitchenette where there was a glass that was half full of brown liquor.

* * *

Anastasia took a sip of the liquor and released a sigh. She looked up when she saw John briskly making his way over to her.

"Go on." She suddenly said.

"What?" he asked in a stoic tone.

"Yell and scream and all that other nonsense, you have some right to be angry." She said.

John reached towards her and he took the half-full glass of liquor out of her hand and he down the remaining half before answering her.

"Why would I be angry about something that I already knew?" he asked as he looked into the empty glass.

Anastasia reacted with shock.

"YOU KNEW!?" she exclaimed.

"Of course I knew." He answered looking up at her.

"For how long John?"

"Give or take 12 or 13 years."

Anastasia looked at him before shaking her head and letting out a breath of air, she grabbed the glass from him and refilled it with more liquor and took a swig.

"Why did you keep it a secret for soo long Anastasia?" he asked.

She took another swig of drink before answering him.

"Do you remember the day that you came back and you said you wanted to start over?"

John took a moment to think and the day she was talking about came to him.

"I do; what about it."

Anastasia looked at him.

* * *

**Flashback- About 22 years ago- Anastasia's Loft- 3:15pm**

**KNOCK! KNOCK!**

Anastasia looked up from the couch she was sitting on and to her front door. She glanced at the time and curiously wondered who was knocking at her door.

**KNOCK! KNOCK!**

The young woman released a heavy sigh and got up from the couch and walked towards the door. She looked through the peephole but all she saw were flowers blocking her view.

"Who is it?" she asked thinking that it was Adrian at the door but her thoughts were put to rest as the person began to speak and it was most certainly not Adrian Toomes.

"It's me."

Anastasia pushed away from the door and stared at it in shock because of the voice.

"John?" she said

"Yeah. Listen can I come in…I need to talk to you."

Anastasia bit her lip as she contemplated whether or not to let him.

"Please, just hear me out." He continued sincerely.

Anastasia heard his voice and her heart and stomach did backflips, she heaved a sigh and then slowly opened the door.

* * *

John Hardesky stepped into the spacious loft and he looked around for a minute before turning to see the love of his life close the door and lean against it.

"Hello Anastasia, still beautiful I see." He said with a charming smile.

"What do you want John, I thought we said our good-byes." She said looking away from him. John heaved a heavy sigh and he walked over to the table that was to his right and he laid the flowers down.

"…..It takes a strong man, to say that he was wrong. To admit out loud to someone that he was completely and utterly wrong, that he had made an egregious mistake. I made a mistake Anastasia and that mistake was to walk away from you. I was wrong."

Anastasia let out a slow breath and she turned to him.

"Go on." She said.

John smirked and he started to move away from the table and towards her.

"It had to have been the worst mistake of my life. It wasn't until later that I realized this, that I had walked away from the one woman on the face of this planet that I would die for, the one woman who makes everyday better than the last."

John stood in front of her, towering over her and she stood there looking up into his eyes. She was breathing heavily because him being so close to her made her heart beat faster and faster.

"You asked me a question the last time we saw each other and I didn't have an answer….but I do now. I….truly, deeply, unequivocally….Love You. From the moment I saw you I loved you. The question now is….do you still Love me?"

Anastasia continued to stare into his blue eyes and when she finally heard the words she had been dying to hear from him spoken she rejoiced on the inside and allowed tears to leak from her eyes.

"I do. I never stopped Loving you John."

John let a smile grace his lips as he leaned his head down towards her

"Then let's start over….a clean slate for the both of us, a brand new beginning. Put all of the stuff between us in the past and start fresh…right here and now with this kiss." He whispered. The distance between their lips closed in a tender yet passion filled kiss.

* * *

**Later**

Anastasia stood under the hot water letting it warm and sooth her body. She had a very content smile on her face as she ran a hand down her face and wiped the water away. After a minute longer she then turned the water off and stepped out of the shower.

She grabbed a towel and lightly dried herself off before wrapping it around her body and exiting the bathroom.

* * *

Anastasia entered her bedroom and came to a stop her eyes looking at John who was sleeping peacefully in her bed. A smile graced her lips because she couldn't believe that he was actually here. The last time they had seen each other she was sure that that was it for them but here he was….with her, finally.

'_Finally, I have what I want.'_ She thought to herself but as the words ran through her mind the image of another man popped up, _'Oh my God Adrian.'_

At the thought of him she let out a long sigh and she took a step back and leaned against the bathroom door frame, '_What have I done? I've betrayed him…cheated on him…but I…I have what I want though. I love John; there is no doubt about that but….what about him.'_ She thought sadly _'I-I have to end it, if John and I are going to work out then I have to end it…and let him down gently'_

Anastasia pursed her lips together in a thin line and then walked over to the phone that was on the nightstand next to her bed. She picked up the phone and was getting ready to dial the numbers when she suddenly stopped. Her fingers hovered there for a moment before she silently put the phone back on the receiver.

'_No, he deserves a face to face. Not a call over the phone.'_ She thought. Anastasia cast a glance at the sleep John and as quietly as she could she turned around and headed for her closet.

* * *

**Few Minutes Later- Adrian Toomes Apartment- 9:45 pm**

Adrian turned his head to the door when he heard the knocking. He looked at the time and he knew it could only be one person at this time of night….the only person that could alleviate his pain at least for a little while. He quickly stood from his seat and straightened himself as best he could before opening the door and allowing Anastasia Hardy into his apartment.

She was in a blue dress and she had some shades over her eyes; she took the shades off and turned to face him.

"Hello Adrian….I'm sorry to bother you…."

"Stop, Anastasia you know you're never a bother…..I'm actually glad to see you, I needed to see the one good thing in my life" He said while walking towards her.

Upon hearing his words she held her head down. Adrian looked on in confusion as she began to tremble slightly, he could hear her start to cry and so he closed the remaining distance between them and brought her close.

"What's wrong?" he asked genuinely concerned.

"Nothing" she replied, looking up at him, "I just want you to know that you are a good man and I'm lucky to have met you"

Adrian smiled and leaned down and kissed her and she eagerly responded.

* * *

**Present- Penthouse- Kitchenette**

John gulped down another glass and slammed it on the table.

"Why did you even go to him in the first place Anastasia!?" he exclaimed.

"Because in a time when I was an emotional wreck…he helped me through it and I was going to end it and with how much he helped me I had to do it face to face but…when I saw him I…."

"Screwed him." John stated crassly

"I said good-bye." Anastasia corrected.

"Semantics Anastasia, but you still haven't answered the question; why did you keep it a secret for so long."

"Because I didn't want to ruin our new beginning as you called it, I didn't want to ruin us again… plus I didn't know who the father was; I was with both of you that day and when I started to get the signs that I was pregnant I prayed to God that you were the father but when, Valerie was born. I knew. When I looked into her eyes I knew."

A long silence passed between the two of them but it was broken by Anastasia.

"When did you find out?" she asked "And why didn't you say anything."

"I found out when Felicia was 5 and she started to show signs of being different. Given my genes it was to be expected and that's when I started to get curious as why Valerie didn't show any signs and. My curiosity led to suspicion and that led to sleepless nights until finally I couldn't take it anymore and I…did a paternity test."

"So you've known for 12 years?" Anastasia questioned.

"And you've known for 22, and trust me…that hurts Anastasia…it hurts deeply." He countered, "I didn't want to say anything because I didn't want to ruin our family"

"Too late for that." She said "And you know something, I may have hurt you but you hurt me as well."

John scoffed and refilled the glass with more liquor.

"It's funny." He said while lifting the glass to his lips

"What?"

"How can two people who love each other…spend what feels like a life time hurting each other?"

"Maybe they never really loved each other at all." She offered.

John looked at her for a long second before putting the glass to his lips and gulping the drink.

* * *

**Valerie's Room**

Felicia stood with her ear to the door trying to listen to her parent's conversation, but it was to no avail, the door was too thick for her to hear anything.

"Felicia get away from the door." said Valerie who was laying on her bed and staring at the ceiling.

"Heck no, I wanna hear this." She responded "I can't believe Mom cheated on Dad and that woman has the nerve to tell me how to live my life."

"That woman is your mother and she has every right to do that, she just wants you to have a good and normal life."

"Normal is soo boring and my life is good." Felicia replied.

"Being a professional thief is not a good life Felicia." said Valerie.

"How would you know?"

"I know because stealing is wrong."

"Stealing is wrong" Felicia mocked while rolling her eyes, she then turned to look at her sister "You sound like mom now. Valerie, have you ever stopped to smell the rose, and listen to the birds sing. Have you ever lived life in the moment? No you haven't, you're too busy worrying about the rules and regulations and what not. Be impulsive once in a while, stop being like mom and be more like….Dad."

"How can I do that we he isn't my Dad." Valerie replied

Felicia closed her mouth and stared at her sister who was staring at the ceiling. The younger Hardy moved away from the door and towards the bed where she plopped down on her back and stared at the ceiling as well.

"Don't say that." She said

"Say what Felicia?"

"Don't say that he isn't your Dad when he is."

"But he isn't, my father is Adrian Toomes."

"That guy is a….a sperm donor…nothing more sis. John Hardy is your father, so put this Adrian Toomes guys out of your mind."

"I can't" Valerie whispered.

"WHATEVER JOHN! WHATEVER!" came Anastasia's muffled shout.

Valerie and Felicia looked towards the door and they both let out a sigh.

"Not even their arguing can take my mind off of this." said Valerie.

Felicia turned towards her older sister and pursed her lips together.

"I know something that can take your mind off of this guy."

"What?" asked Valerie.

"Our family is broke Valerie."

Valerie looked at Felicia in confusion.

"Huh?"

"The Hardy Foundation is on the verge of financial ruin…it's the real reason why me and Dad are here."

"Whoa…Whoa how do you know that we are on verge of financial ruin?"

"Because Dad told me, and apparently this has been happening for about a year."

Valerie stared at her sister and true to her words all thoughts of Adrian Toomes vanished from her mind and she became very focused on her younger sister.

"Felicia, start from the beginning and tell me everything Dad told you…"

* * *

**Kitchenette**

"I didn't mean to hurt you John but you intentionally meant to hurt me."

"And how did I do that!?" John demanded in a raised voice.

"You did that with Felicia."

John scrunched his face up at her and he looked away.

"Now that I think about it….it makes sense a bit. I remember that around this time...12 years ago is when you started to change, you started to become a bit distant and you spent a lot time with Felicia, turning her against me and doting all of your time to her….training her…training her to be like you. What does she call herself now…The Black Cat."

"You're out of your mind."

"Am I?" Anastasia questioned, "Are you going to stand there and tell me that on some level you don't enjoy that Felicia is following in your footsteps and that she likes you loads more than she likes me."

"…"

"Exactly. And another thing John, you're so busy trying to hurt me that you never stopped realize that you have completely crapped upon our daughter's life. What father….good father you know takes their daughter around the world to steal priceless jewels…or rubies or whatever the hell it is that you steal? That's not normal, what kind of values are you teaching her?"

"Anastasia….you wouldn't understand. Felicia and I aren't normal and you can't force those that aren't normal into the mundane life that you live. And those jewels and rubies weren't exactly priceless; all the stuff that we steal has been enough to keep us from going…"

"BROKE!"

* * *

John and Anastasia turned to see Valerie and Felicia storming out of the room and up to them.

"WE'RE BROKE!" Valerie shouted again, staring in anger at her father, "HOW COULD YOU LET THIS HAPPEN!?"

"Valerie calm down what are you talking about?" Anastasia asked.

"She's talking about how the Hardy Foundation is on the verge of financial ruin and that we're almost out of money" said Felicia.

"What; that's not…that's not possible." Anastasia replied looking at her quizzically.

"Actually it is possible. Actually it's true" Came John's voice.

The three of them turned to him and Anastasia leaned forward on the counter slightly.

"What the hell do you mean it's true? It couldn't be true because if it were true then I…the owner of the Goddamn company would know about it." She stated fiercely.

"Not if your husband were to keep it from you, and threaten anyone that were to tell you about our financial woes."

"…YOU SONUVA BITCH!" Anastasia screamed "HOW DEEP IN THE RED ARE WE JOHN!"

"You don't wanna know" he replied.

"Jesus."

"But its okay though mom because we've stolen enough to keep us afloat…at least for a while." said Felicia. Anastasia glanced at her and then back to John, who averted his gaze.

Valerie let out a snort before she began to speak.

"So let me get this straight….we're almost broke, our company is built on a stack of cards, the two of you are keeping us afloat with ill gotten gains while at the same time we're trying to fend off aggressive takeovers from Fisk Inc. and Oscorp. Oh…and you're not my father…..did I leave anything out?" Valerie asked in anger.

"I want a divorce." said Anastasia.

John, Felicia, and Valerie whipped towards her and they could see the serious expression on her face.

"Ana…" John started.

"No John, you can't change my mind on this one and this has been a long time coming. You and I we….we were great once but now I think you and I have run our course. I want a divorce."

* * *

Everyone stunned in silence and for a long time no one said anything; each of them lost in their own world. Felicia shook her head and then grabbed the bottle of liquor but it was quickly taken from her grasp by her sister. Valerie put the bottle to her lips and she took a long swig effectively finishing off the bottle.

Felicia turned around from her sister and looked at her parents who were staring at each other both with a sad look upon their face.

"So what do we do?" she asked, ending the silence.

No one said anything again.

"Hello….what do we do now? Where do we go from here?" she asked again.

Anastasia turned around from John and looked at her daughter while running a hand through her hair.

"I don't know" she whispered.

"I tell you what we do…..we come together instead of falling apart." said John seriously.

"John…" Anastasia started.

"NO!" he shouted, "I refuse to let us break apart now when we need each other the most. It's been a long day so I think that everyone should just…get some rest and tomorrow, when we're well rested we'll discuss how we're going to save our family.

"Dad…" Felicia started.

"Get some rest Felicia" he responded while moving away from his spot and heading towards one of the rooms in the penthouse. The three of them watched him go and not long after he left Valerie went towards a cabinet in the kitchenette and opened it, she grabbed another bottle of liquor and she briskly made a beeline towards her room and made sure to slam the door shut behind her.

Felicia glanced at her mother for a second before scoffing and then making her way to one of the spare rooms in the penthouse and once she was gone the only one left was Anastasia who put a hand to her face and let out a sob.

* * *

**Much Later- 12:00 midnight. **

Felicia Hardy aka The Black Cat sat crouched upon the balcony of the penthouse suite. She looked out and into the buzzing city of New York and she let a large smile grace her lips.

"Hello city that never sleeps…it's time for you and the Black Cat to get acquainted." She said to herself but right as she was getting ready to jump of the balcony she felt a hand snag her by the arm and pull her off of the rail and to the ground.

"HEY!" she shouted staring up and into the eyes of her father John Hardy.

"It's time for you to go to your room young lady." He said seriously.

"HAHA; you joking right?" she asked

"Does it look like I'm joking Felicia." He replied with a straight face.

The Black Cat stood up to face him and she put her hands on her hips.

"I'm just going for a midnight stroll Dad jeez."

"No, what you're doing is going to bed."

"Excuse me?"

John folded his arms across his chest and he stared down at his daughter.

"For the past couple hours I've been thinking….thinking long and hard about how I raised you and Felicia I've been a terrible father. I've been letting you get your way too much and I haven't been teaching you good values."

"What are you talking about; you've been the best father a girl could have, and you've taught me great values."

"Not the values that you need." He responded in a solemn tone while turning his head to the right and looking out into the city, "But that is going to change and it's going to change right now."

"What are you talking about?" she asked with raised eyebrows.

John pursed his lips together and then turned back to Felicia, he stepped towards he and he reached for her face and grabbed the mask over her eyes. He quickly ripped the mask off of her face.

"HEY!"

"From this point on you're no longer the Black Cat….you're simply Felicia Hardy, a normal 17 year old High School teenage girl."

Felicia stood there with shock upon her face as the words left her father's mouth.

"WHAT!? YOU CAN"T DO THAT!" she shouted but it fell upon deaf as her father tossed her mask to the ground and moved passed her and back into the penthouse, "You can't stop me from being Black Cat….it's who I am." She called after him.

John Hardy stopped in his tracks and glanced over his shoulder.

"It's who you were and if you truly believe that I can't stop you….jump over that balcony." He said with a slight edge in his voice.

Felicia glared at him but she didn't dare move to the balcony; after a long second John turned his head and continued to walk further into the penthouse. Felicia let out a growl of frustration and folded her arms across her chest.

"Well…..sh**"

* * *

**End Chapter: Read and Review****: Hey all it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter and the debut of the Black Cat. I think many of you were curious as to how I would portray her and as you can see, she's a bit younger but she's still Peter's age and she's still got her playfulness and impulsiveness, but she's highly irresponsible and flippant. I bet a lot of you thought that this chapter would be just about Felicia but it isn't it's about the Hardy Family…all of them, Valerie, Anastasia, John and Felicia, and they all have an important part to play in this story and I hope I made their family drama believable and intriguing because more of it is still coming. You'll see how they either come together or fall apart in the next few chapters and how they cross paths with Spider-Man. You'll also see if he either helps or hinders the situation. LOL! Anyway again I hope all of you enjoyed the chapter and how many of you can point out a major seed that was planted for something an event that's coming down the line. Also, I know that this chapter is kinda late but I had a few things that were hindering me and I thank all of you for being patient with me. Again I hope that all of you enjoyed this chapter, please leave a review, a comment, a rant or a rave or just leave me a PM telling me what you thought of the chapter and I'll get back to you ASAP. This is Nomad88 saying later…..**

**Ps: Batman Beyond: Neo-Gotham Knights has been updated as well so I'd appreciate it if you all dropped by that story as well. And I thank all of you for the feedback and support on that story so far. Secret Warrior and Superman are up for updates next so I hope to see you all then, this is me saying later….**

**Next up: Another Year, Another set of Problems. **


	79. Another Year, Another Set of Problems

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hello all Hello and welcome back to another chapter in the every exciting and very long tale that is TSA: Amazing Spider-Man. I'm very glad that everyone enjoyed the last chapter with the introduction to the Hardy Family and not only that but the official debut of the fun loving feline thief The Black Cat. As you saw last chapter though, her and her family are not really on the best of terms and you can expect to see more of the Hardy Family as more chapters roll out. Anyway well my loyal readers I'm gonna stop talking but before I go I just want to say READ, REVIEW( A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 70: Another Year, Another Set of Problems**

**Parker Household 7:15 am**

**ERRN! ERRRN! ERRRRN! **Went the sound of the shrill alarm clock that was on the night stand.

"MMMM." Came the groan from the single occupant in the room which was none other than Peter Parker. The young teen heard the alarm and attempted to ignore it but the annoying sound was making it completely impossible. He rolled over his bed and attempted to turn off the alarm but to his slight surprise the alarm clock was not in its usual spot. Peter's hand felt around the night stand for the clock and when he still didn't feel it he cracked open his eyes and searched for it but he didn't search long because standing next to his bed was his Aunt, May Parker, with the alarm clock in her hand.

"Time to get up Peter" She said while switching off the alarm.

"Aunt May, how long have you been standing there?" he asked in a slightly groggy tone.

"Long enough." She stated "You were going to hit the snooze button weren't you?"

"The thought crossed my mind…yeah." He answered, he shifted in his bed and he sat up a bit and rubbed the sleep from his eyes.

"No No No young man you are not starting your Senior Year in high school off like you did you Junior year."

"And how did I start it off?"

"You were late."

"Ah"

"So, get up and get dressed, I'll have breakfast ready for you in a little bit."

"Aunt May, I'm a senior right…so that means seniors get special privileges like…." He started before being interrupted by May.

"Like being more responsible." She said while putting her hands on her hips.

"I was gonna go with sleeping in for 10 more minutes." He said in a deadpan voice.

"How about you get up and be 10 minutes early for a change instead of 10 minutes late."

Peter hung his head and let out a sigh.

"I'm not going to win this argument am I?" he asked.

"When do you win any arguments with me? I'm your mother and mothers never lose arguments. Now up and at'em."

Aunt May set the alarm clock down on the night stand and she turned around and left the room leaving Peter by himself.

* * *

He let out another groan and laid back down in his bed.

'_Uff….despite the fact that I managed to get a full night sleep I'm still tired. This has been the summer from hell. Dr. Connors turning into a Lizard, Jungle Men trying kidnap Dr. Crawford and then kill me and not to mention I was poisoned….what else, OH! The Red Skull, Vampires, Gang Wars and to top it all off my little trip to the Negative Zone which ended with me seeing the joys of birth. After all of that….just when things are starting to calm down school starts again…jeez, I can not catch a break. I think yesterday night was the first night in a while that I was able to turn in early.'_ He thought to himself

"PETER I DON'T HEAR YOU GETTING UP!" came May's voice from downstairs.

Peter turned towards the door and he slowly sat up.

"I'M GETTING UP NOW AUNT MAY!" he shouted back while tossing the covers from his body and swinging his legs over the edge '_I guess there's no use in crying about it. I just hope that today is an easy back to school day, and I hope to God that it's nothing like last year, but knowing me and my luck….it'll be worse.'_

Peter got out of his bed and he headed for the bathroom with the intentions of getting ready for the first day of his Senior Year in High School.

* * *

**Few Minutes Later Downstairs- Kitchen**

May Parker lifted her head upwards slightly and for a moment she listened intently. After a second she heard the shower turn off followed by the bathroom door opening and then the door to her nephew's room closing. May lowered her head and she looked at the watch on her left arm making sure to make note of the time. She smiled to herself and then went back to cooking the pancake that was sizzling in the pan in front of her.

'_Okay, he's making good time; hopefully he can start the year off right and be on time for a change.'_ May thought to herself _'I swear, that boy….no young man will never learn the meaning of being prompt, or tidy; his room was atrocious. At least he's learned the meaning of being truthful, which outweighs all of those other minor things, but…still. Being truthful, prompt and tidy are all the responsibilities of a young man.'_ She continued to think but at that last thought she looked down at her left hand and at the wedding ring that was still around her ring finger. She stared at the small diamond and she let a small smile grace her lips.

"Ben" she whispered, the smile on her lips dropped a bit as another thought went through her mind, _'Maybe that's why Peter is the way he is, he's a young man and I can't teach him how to be a young man or show him how a young man is supposed be. God Ben I really do wish you were here….but you're not, you're not here to give your knowledge but maybe….maybe there is someone else out there whose willing to take the job. Maybe it's time for me to get back out there.'_

**THUD! THUD! THUD!**

May heard the sounds and she was broken from her thinking by her full dressed nephew coming down the stairs and entering the kitchen.

* * *

May turned and smiled at Peter who put his book-bag down on the ground and sat down at the kitchen table.

"Are you ready for you first day back?" May asked as she picked up the plate of food on the stove and brought it to Peter.

"I guess." Peter answered with a sigh.

May scrunched her eyes up in confusion slightly.

"Peter this is your Senior Year, most kids your age would be jumping for joy. This is your last year in High School."

"I know Aunt May and I am happy." He replied, grabbing a piece of bacon off of his plate and eating it.

"You don't sound happy." She said as she went to the stove and took the sizzling pancake out of the pan and put it onto another plate.

"I'm just…waiting for the other shoe to drop." He said under his breath.

"Huh?" Aunt May questioned, turning back to him and walking towards the table with her own breakfast in hand. She sat down in the seat next to her nephew and watched him eat.

"Nothing Aunt May. Look I am happy about it being my Senior Year, but….last year wasn't the best of school years."

"All the more reason for you to start this year off right and being on time is the beginning."

Peter looked at her for a second before released a sigh and shook his head. Aunt May looked at her disbelieving nephew for a second before letting her eyes drift towards her ring finger again.

"I'm not doing a very good job of convincing you that it'll be a good school year am I?" she questioned "I wonder…maybe if someone was here with me they would be able to convince you."

Peter swallowed some of the eggs in his mouth and turned back to his Aunt.

"Huh?"

May grabbed the ring on her finger and she began to fiddle with it for a moment.

"Do you ever get lonely Peter? You know, in this house with me?"

It was Peter's turn to scrunch his face up in confusion.

"Lonely, uh….no, no I don't get lonely in the house with you. I think it's great with just me and you."

"Do you think that we could be better?" she asked.

Peter continued to look at her and he could see a far away look in her eyes.

"Better? Better how, I'm not….I'm not following you."

Aunt May heaved a sigh and she turned her eyes to her nephew and studied him long and hard, and after a few seconds she nodded her head.

'_He needs a positive male role model in his life. And I'm going to give that to him' _

"Peter I think…..I think it's been long enough. Your Uncle Ben…..I've waited long enough and I think it's time for me to get back out there. In the dating world."

The food in Peter's mouth fell out as he sat there with a stunned look on his face, trying to let the words sink into his brain

"WHAT!?" he shouted in complete shock "You….dating!?" he exclaimed.

"Yes."

"YOU CAN'T….YOU CAN'T DO THAT!"

"And why not?"

"Because….Becuase…."

**DING! DING! DING!** Went the sound of the doorbell. May turned to the door and she could see someone standing there.

"That must be Mary Jane." She said while turning back to Peter.

"Mary Jane?" Peter questioned "Why is she here?"

"Because I asked Anna Watson to ask Mary Jane to stop by and take you to school so that way I knew you would be on time."

"Forget school we need to talk about this Aunt May."

"We're done talking Peter. I wasn't asking your permission, I was telling you. I'm going to start dating again whether you like it or not. I just wanted to give you a heads up. Now get a move on or you'll be late." She said while leaning towards him and giving him a quick kiss on the forehead.

Peter lingered for a few more seconds until he heard the doorbell ring again. He slowly grabbed his bookbag and he made his way to the front door.

* * *

Peter heard the bell again and he grabbed the door-knob and he opened the door. Standing in the door-way was the beautiful Mary Jane Watson, smiling that thousand watt smile and wearing a pair of black shades over her eyes, a tight dark red short-sleeved shirt, tan tight jeans and black shoes.

Upon seeing the gorgeous red head Peter perked up a bit. Mary Jane reached up to her shades and pushed them to the top of her head.

"Face it Tiger….You just hit the jackpot."

Peter smiled a large smile and was about to respond when he heard his aunt again.

"You kids get a move on and also wear seatbelts." Aunt May called out.

Mary Jane looked pass Peter and at May.

"We will." She shouted back, "Come on Tiger let's go." She said while grabbing him by the arm and pulling him outside, but he made sure to close the door.

* * *

**Outside**

"How did I hit the jackpot?" Peter asked once the doors closed.

"Because you get to ride to school with two of the most beautiful women you have ever laid eyes on and you'll be arriving in that." She replied pointing to the car parked in front of his house. Peter turned to the canary yellow Camaro convertible that was in front of his house and his eyes widen in shock.

"Holy crap" he whispered.

"HEY PETE!" came the voice of Liz Allen who was in the driver's seat.

"Hey Liz" he responded.

"Come on, we're going to be late." Said Mary Jane as she walked down the steps and towards the yellow Camaro.

'_Jackpot indeed'_ Peter thought to himself as he adjusted his bookbag and went to the car.

* * *

**On the Road**

"WHOOOOOOOOOOOOO!" shouted Liz as the wind whipped through her hair while she was speeding down the road, "ISN'T THIS CAR GREAT!"

"THE BEST!" Mary Jane shouted, "WHOOO!"

"LIZ! SPEED LIMIT SPEED LIMIT!" Peter shouted as he gripped his seatbealt tightly _'And here I thought web-swinging was dangerous'_

"Relax Pete…..Relax" said Mary Jane as she turned her head to look at him.

"Easy for you to say. Liz how did you get this car…and what happened to your other convertible?" Peter asked.

"A gift from my folks. Since my brother Mark's disappeared, they think that he ran away and it was because of them. So in an attempt to keep their only remaining child happy they bought me a brand new Car. And they also bought me this Pendant"

Liz reached towards her neck and she lifted up a beautiful blue sapphire pendant.

"Nice." Peter said.

"I know right….hey by the way has Spider-Man found anything out about him?" she asked looking at Peter through the rear view mirror.

"No…he hasn't seen him yet, but he's still looking." Peter answered truthfully.

Mary Jane glanced at him and then back to Liz who pursed her lips together and nodded her head.

"So, tiger….what was with the long look on your face a few seconds ago?" Mary Jane asked attempting to change the subject away from Spider-Man.

"I just found out something horrible." He said.

"What?" she asked turning to face him again.

"My Aunt…..she…she wants to get back out there….she going to start dating again." He said looking at MJ.

"Good for her." Mary Jane replied in a happy tone and with a large smile on her face.

"GOOD!" Peter shouted "This is not good Mary Jane."

"Yes it is. It's about time your Aunt found someone else." Mary Jane continued in a calm voice, "I think it's been long enough."

"How long has it been since….you know, your uncle?" Liz asked carefully.

Peter turned his gaze to her.

"7 years."

"7 years and your Aunt hasn't seen anyone in-between then."

"Nope." He responded.

"God….that means she's gone like what…7 years without sex."

"LIZ!" Peter shouted.

"What….I'm just saying that's a long time and a woman has needs."

Peter clasped his hands over his ears.

"I'M NOT HEARING THIS! I'M NOT HEARING THIS!"

Mary Jane smirked and leaned a bit further towards him and pried his hands off of his ears. She grabbed him by the chin and turned his head so he was looking her in the eyes.

"Pete….listen to me. This is a good thing for your Aunt and right now you're being very selfish and childish. Your Aunt is a very kind, sweet, and generous woman and she deserves some happiness, she deserves to find someone who will fill a void that I'm sure that was left by your Uncle Ben's untimely passing. She's been there for you in those 7 years and now it's time for you to be with her on this. I'm sure that this decision didn't come lightly and that she's thought about this long and hard before coming to you with it, so you're going to support her. Am I clear?"

"But…" he started before Mary Jane shook her head.

"No buts tiger, alright."

Peter looked at her and he slowly nodded his head. Mary Jane smiled and she let go of him and turned back around in her seat. He stared at her for a long moment her words running through his mind.

'_I'm not being selfish or childish…..am I?'_ he asked in his mind while folding his arms across his chest.

"7 years…" Liz whispered before letting out a whistle "Hey, do you think she still remembers how to…"

"LIZ!" Peter shouted.

Mary Jane let out a laugh.

* * *

**Few Minutes Later: Midtown High School**

The yellow Camaro convertible turned a corner and arrived in front of Midtown High school and upon seeing the school Peter's eyes widen in complete shock. In front of the school were dozens of buses unloading dozens of students onto the campus front lawn. Teens were everywhere, all around the school lounging in the front, back, and sides, everyone waiting for the bell to ring.

"Jeez…what's going on?" Peter asked "Midtown has never been packed like this before" he said in slight amazement.

"Didn't you hear…it's all over the news, facebook, twitter and everything else in-between?" Liz asked as she slowly maneuvered through the buses and teens in an attempt to find a parking space.

"I missed the news this morning, and I don't have a facebook or twitter." Peter responded.

"Wow, sucks to be you Pete." Liz commented which earned her a look from Peter.

"Apparently tiger, two supposed mutants were fighting and blew up one of the schools in the city yesterday evening." Mary Jane answered.

"WHAT!" Peter shouted _'So much for turning in early'_ he thought.

"Yeah, they did a number on the school and so the city officials have split up the student population of the school that got trashed until they can get it fixed. Half of the students are going to another school in the city and the other half are coming to Midtown." Mary Jane continued.

"Do they know who trashed the school?" Peter asked.

"They know one of the mutants was some how able to control water…..just like that guy at Flash Party….what was his name?" Liz asked.

"Hydro-man…that's what he called himself." Peter answered seriously.

Mary Jane glanced at him again and she could see a serious look in his eye.

"But he's in the wind though…disappeared." she said.

"Don't worry, I'm sure he'll be caught soon enough" Peter replied _'Count on it!' _he thought.

* * *

Liz soon found a place to park on the side of Midtown High. The three of them got out of the car and made their way to the front of the school which was still jammed packed with teens of various ages. They were making their way through the crowds when Liz suddenly squealed and moved ahead of them.

"What's she so worked up about?" Peter asked, turning to Mary Jane.

"Jason" Mary Jane replied by pointing forward.

Peter turned again and he saw Liz and her current boyfriend Jason Ionello kissing.

"Well, they seem to be getting along nicely."

* * *

Liz and Jason broke apart and they looked up to see Peter and Mary Jane walking to them.

"Hey MJ looking good as always." said Jason.

"Thanks Jason" Mary Jane replied.

"PETE! MY MAN! HIGH FIVE!" Jason exclaimed while raising his hand in a high five motion. Peter looked at him and raised his eyebrow.

"Hi Jason….and are high five's back in."

Jason nodded his head. Peter released a sigh and held his hand up to which Jason quickly smacked it with his.

"Alright!" he exclaimed "Where have you been all summer man? I had to keep these lovely ladies occupied all by myself…not that I mind."

"I've been…swinging around town." He answered with a knowing smirk.

Mary Jane looked at him and smiled a bit _'That's funny because it's true.'_ She thought to herself.

"Cool beans man…cool, well I hope you had fun."

"A blast" Peter replied in a deadpan voice, "And welcome to Midtown high by the way."

"Thanks"

Suddenly the loud crowd of teens stopped their loud talking and began to murmur and whisper.

"Holy Crap….look." said Liz whispered interrupting Peter and Jason and pointing.

* * *

Peter, Jason and Mary Jane turned to where Liz was pointing and they each gasped a bit because a few feet away from them was a girl walking towards to the entrance of Midtown High. She was about 5'7 with reddish/magenta looking hair, green eyes, fair skin and a slim build. She was wearing a blue shirt with white pants and blue shoes, she was ordinary but at the same time extraordinary because she was un-doubtly a mutant. The thick bone like forehead of hers was a dead give away. All attention was focused on her as she quickly moved through the crowd and into the school.

"Holy Crap….we have a mutant going to our school." Said Liz as she looked at Peter, Mary Jane and Jason,

"So." Mary Jane replied.

"SO! A mutant destroyed Jason's school….and now one is going to our school Mary Jane this isn't good. Mutants are bad news. You remember that blue ape mutant-thing that attacked our school last year."

"Don't talk like that Liz…..mutants are not bad news, they just have a bad publicist." Peter responded, "They are normal people like you and I."

"HA!" Jason exclaimed causing them to turn to him "IF they are normal people then they wouldn't be mutants now would they."

Peter was about to retort when more murmurs broke out among the gathered students. He looked around to see what they were murmuring about when he saw a huge limo pull up to the front of the school. The back limo door opened and out stepped **Harold Osborn**.

* * *

Harold stepped out of the limo and he eyed the school and the students gathered that were eying him.

'_It's ridiculous that I have to return to this place. I run a multi-million dollar company for God's sake'_ he thought to himself as he adjusted the crisp Italian vest he was wearing. The young millionaire shut the limo door and he proceeded towards the entrance of the school not paying any attention to his peers who were pointing and whispering.

* * *

"Harry" Peter and Mary Jane whispered as they saw him pass-by not even giving them a glance. Seeing him sent several emotions running through the both of them. For Mary Jane it was resentment because she could still vividly remember the last time they had spoken and his harsh and cruel words to her. She folded her arms across her chest and scowled for a moment before the scowl disappeared and was replaced with a semi-soft look because while she was still upset at him she was sad because of how much he had changed in such a short time. He had changed from his funny, charming and outgoing self and into...his father. Something that she knew he never wanted to do.

'_Harry'_ she thought to herself sadly.

* * *

For Peter, seeing his best friend he felt nothing but guilt. He felt guilty because they were supposed to be best friends and as Harry's best friend he felt responsible for his change. When Harry needed him the most, he wasn't there to fully comfort him and help him through his tough time and so the result was the new and improved Harold Osborn. Peter shifted in his spot and he released a sigh. He continued to watch as Harry made his way up the steps and into the school.

'_I've been spending so much time being Spider-Man that I've neglected to be Peter Parker and Peter Parker is who Harry needs right now. I've let this go on for far too long and it's time for the old Harry to come back and I'm going to make sure of it, even if it kills me.' _ He thought to himself.

* * *

"LOOK! IN THE SKY" someone shouted out.

Peter whipped away from the school and he looked to the sky and his face instantly dropped.

"Oh no" he said.

"Oh no" said Mary Jane

"OH YEAH!" Liz shouted in joy.

* * *

High in the sky and above Midtown High was the number 4, and it was made of fire. The tail end of the number 4 suddenly swerved downwards and was heading towards Midtown High.

* * *

**THUD!** Went the sound of Johnny Storm landing on the ground and in his arms was his girlfriend Gwen Stacy. He gently set Gwen down on the ground and he smiled at her.

"I hate it when you do that Johnny." She whispered to him.

"Oh come on Gwen, you can't tell me that wasn't fun, and making the 4 is kinda my thing" he replied back to her.

"OH MY GOD IT'S JOHNNY STORM! AHHHHHHHHHHHHH!"

Johnny and Gwen turned to see a swarm of teenaged girls running towards them.

"WHOA!" Johnny exclaimed. He quickly grabbed Gwen and then ignited his feet and took to the air.

The teenaged girls were down below jumping trying to reach him but he hovered just out of their reach.

* * *

**In the Air**

"I told you that you should've just walked in like a normal person, instead of making a grand entrance." said Gwen

"You might've been right about that but I mean come on….grand entrances are my thing too." He said turning and smiling.

"JOHNNY! JOHNNY! TORCH! TORCH! I F***** LOVE YOU!" the girls yelled from down below.

Johnny looked at the crowd of girls and he cleared his throat.

"LADIES! LADIES! ATTENTION! WHILE I DO ADORE EACH AND EVERYONE OF YOU I FEEL THE NEED TO INFORM ALL OF YOU THAT I AM CURRENTLY AND EXCLUSIVELY DATING THIS BEAUTIFUL GIRL IN MY ARMS WHOSE NAME IS GWEN STACY! HAVING SAID THAT I WILL BE HAPPY TO SIGN ANY AUTOGRAPHS BUT I CAN NOT DATE ANY OF YOU!"

"NOOOOO!" came a collective shout from down below.

**BEEEEEEEEEP! **Went the sound of the school's P.A. system.

* * *

_**BEEEEEEEP! **__"ATTENTION STUDENTS! THIS IS YOU PRINCIPAL SPEAKING! ANY STUDENTS THAT ARE RETURNING TO MIDTOWN HIGH PLEASE REPORT TO YOUR HOMEROOM CLASSES AND AWAIT FURTHER INSTRUCTIONS FROM YOUR TEACHERS! ANY NEW STUDENTS OR STUDENTS THAT ARE COMING FROM THE CITY PLEASE REPORT TO THE GYM! THAT IS ALL!"_ _**BEEEEEEP!**_

* * *

**BRINNNNNNNNNGGG! BRNNNNNNNNNNNGGGG!** Went the sound of the bell.

* * *

**In the air**

Johnny continued to hover in the air until he saw all of the students and his many admires heading for the school entrance. He waited until they thinned out before slowly lowering back down.

* * *

**Down Below**

"Huh…saved by the bell" said Johnny as he set Gwen down again.

"Barely" she replied.

"GWEN!"

Johnny and Gwen looked to see Liz, Mary Jane, Peter and Jason making their way over to them.

Liz reached Johnny and she jumped towards him and hugged him tightly.

"HI JOHNNY!" she shouted.

"That's like right in my ear Liz." He said while attempting to pry her off of him, and while he was doing that Mary Jane, Gwen, Peter and Jason just shook their heads.

"Hey Gwen" said Mary Jane

"Hi MJ…another year huh."

"Yup, but the good thing is that it's our last year." She replied

"Which is already shaping up to be very interesting" Peter chimed. Gwen turned to him and the two of them looked at each other for a second.

"Hi Peter."

"Hey Gwen. Are you….alright." he asked

Gwen smiled a bit and nodded her head.

"Never better."

**BRNNNNNNNNNNNNGG! BRRRNNNNNNNNNG!** Went the sound of the bell again.

The teens looked at the school and then back at each other.

"I guess we need to be head to our homerooms." said Peter.

"Yeah, hey lets sit together at lunch, I'm pretty sure that we all have a lot to catch up on seeing as how we barely saw each other during the Summer." Mary Jane chimed in.

"Sure" Peter and Gwen said at the same time, they glanced at each other before Gwen started towards the school; she was quickly followed by Mary Jane, and then Jason who was dragging his girlfriend Liz Allen away.

* * *

Peter stayed still in his spot for a second watching them walk away but he caught someone standing next to him out of the corner of his eye. He turned slightly and looked into the eyes the Human Torch aka Johnny Storm.

"Parker." He stated.

"Storm" Peter replied, "Shouldn't you be going or something?"

"I am going…..going into Midtown High because I'm officially going to this school." He said with a smile.

"WHAT!" Peter shouted in shock, he looked at Johnny and then let his eyes travel downward to see that Johnny was wearing street clothes instead of his usual Fantastic Four outfit, "Wait a minute Wait a minute…you're going here!?"

"Yep. My sister thinks it would be a good idea…plus it gets me out of the building and away from Franklin's constant crying."

'_This is a nightmare.'_ Peter thought in his mind while still staring at Johnny. Johnny stepped towards Peter and he leaned in real close to him.

"I guess you're not the only superhero on campus anymore Parker….or should I say **Spider-Man**."

Peter looked at him with a blank look and raised an eyebrow.

"Johnny...what are you talking about?"

"You know."

"No….I don't."

"Sure." Johnny replied with narrowed eyes before turning and walking towards the school.

Peter watched him go and he released a heavy sigh.

'_Well….let's see….a mutant, a millionaire and an obnoxious superhero walk into a school. Either that's the start of the greatest joke ever told or it's just further proof that this year is going to be worst than last' _

**BRNNNNNNNNNNNNNNNNNNNNNNGGG!** Went the sound of the late bell.

'_And...I'm late. The hits keep coming….oy'_ Peter thought as he started for the school and to his homeroom class.

* * *

**Across Town- Private Penthouse**

Vanessa Fisk stood in front of a large mirror in her lavish bathroom. She stood there staring at the nasty and ugly looking scar that was in the middle of her chest; a scar that was courtesy of her so called protector Elektra. A scowl crossed her face as she reached up and gingerly touched it but upon contact pain radiated through her body to the point where she had to hunch over and grabbed the sink counter to support herself. It had been about 2 or 3 months since her stabbing, however she remembered the day as if it happened yesterday mostly because this was her first real brush with death. She could remember and feel the sai impale her to the hilt…she could feel the agony of the pain and the shock of seeing of her own blood gush out of her body. Vanessa released a sob but as it escaped her lips she gritted her teeth and silently cursed in her mind at the sound of weakness escaping. She sucked in several breathes willing the pain from the wound to stop and she straightened up.

**KNOCK! KNOCK!**

Vanessa whipped to the closed oak door and she glared at it.

"Wha…." She started and stopped because of the pain in her chest but she steeled herself and tried again "WHAT!?" she snapped.

"We need to talk." Came the voice of Bullseye.

"Is the nurse gone?" Vanessa asked.

"Been gone…and don't worry I put the fear of God in her. She knows not to open her mouth."

Vanessa Fisk wasn't supposed to be out of the hospital because of her critical injury but when she awoke she knew that being out in the open made her vulnerable to any degenerate that wanted to finish her off and claim themselves as the Kingpin and she didn't know if the news of her survival had reached the ears of Elektra. So after gaining her bearings she bribed a few of the hospital officials to let her go while still saying that she's in the hospital. She managed to make it to a private penthouse that only 3 people knew existed, herself, her husband Wilson Fisk, and Bullseye. Vanessa then hired a private nurse to help her get back to full strength.

She turned away from the mirror and slowly walked towards the door and she opened it to see the scowling face of her _'bodyguard'_ Bullseye.

* * *

"What is it?" Vanessa struggled to say while moving past him.

"It's crumbling down." He said over his shoulder.

"What is?" she asked.

"Your Empire." He answered turning around.

Vanessa reached the couch and she gently laid down, careful not to disturb the wound.

"Don't be so melodramatic Bullseye." She replied "My Empire isn't crumbling."

"Said the woman who hasn't been on the streets in the past couple of weeks." He retorted, "I've been out there…with my ear to the ground and the word on the street is that since you couldn't deal with Fortunato, Spider-Man or Daredevil there's not much reason to stick with you. It's a free for all out there now, everyone is out to look for themselves. Maggia, Champoti….everyone."

"Bastards." Vanessa growled, "Is anyone still loyal to me?"

"A few….but not nearly as many before this Gang War. Fortunato left you in a word of Sh**." Bullseye said in a matter of fact voice, "Everyone knows that your ninjas turned on you."

"How?"

"I don't know….maybe Spider-Man said something…he was there right, when Elektra stabbed you or maybe Daredevil said something. He and Elektra….well let's just say they used to bump uglies."

Vanessa let a snarl cross her beautiful features.

"What are my options?" she asked looking at him.

Bullseye smiled a sick smile.

"The only option I see is to make it rain with blood." He stated simply, "Anyone who has deserted you make them bleed."

"With what force? My ninjas are gone. And like you said…my followers are deserting me."

"Well babe…..the good news is that you still got a sh** ton of money…..it's time for you to get creative." Bullseye responded.

Vanessa stared at him for a long moment before looking away, he had a point. The people whom she had an iron grip upon were slipping through her fingers because of the War with Fortunato and her horrible and embarrassing defeat. Her own hired help turned upon her and almost killed her. Before the Gang War she already had a tentative hold upon things because no one had faith that a woman could run things and after this fiasco the nay-sayers would be proven right.

Vanessa let a snarl cross her lips.

'_They dare break away from me…..they think I'm weak. I'll show them. I'll show all of them.'_ She thought to herself angrily, "Get creative huh?"

"That's right."

Vanessa gently sat up from the couch and sucked in a few breaths.

"Wait outside. I need you to take me to see someone."

"Who?" Bullseye asked.

"Just wait outside." She demanded while pointing towards the door.

* * *

Bullseye shrugged his shoulders and started for the door. Vanessa waited until he was gone before she reached for her cell phone that was on the table in front of her. She pressed a button and her phone and then put it to her ear.

**RING! RING! CLICK!**

"Hello?" came a familiar voice on the other end.

"Smythe."

"Vanessa."

"Smythe, I'm coming to see you and you better have something for me."

"Something like what?"

"Something spectacular…..and you better hope it impresses me because your very life depends on it." She said right before ending the call.

'_I've been playing nice for too long and look at where it has gotten me….well….no more of this being nice. No more mercy or second chances. Elektra, Maggia, Champoti, Spider-Man, Daredevil..everyone and anyone who has crossed me will feel my wrath ten-fold so help me God.'_ Vanessa thought while fighting to her feet. She turned to the right and proceeded to her room.

* * *

**Outside the Room**

Bullseye was leaning against the wall with a cell-phone pressed to his ear.

"All is going like you said it would. She's on self-destruct mode now…only a matter of time before she explodes. Are you sure this is what you want though?" Buslleye asked.

* * *

**Federal Prison**

"Of course this is what I want." Came the reply of the true Kingpin of Crime….**Wilson Fisk**, "Vanessa believes that she can run things and now she's slowly finding out that she can't. All I have to do is wait and when everything around her crumbles I'll be there and then she'll know whose the true Kingpin" he said while sitting on a lavish looking bed within a prison cell.

"Fine, if this is what you'll want I'll keep playing my part."

"Good, and don't worry Bullseye, you'll be rewarded for your loyalty once I'm back where I belong."

"I hope so…you really don't want to see me be a disgruntled employee" Bullseye replied before ending the call.

Fisk looked at the phone for a second before closed it and tossing it onto his lavish bed.

'_Soon…very soon, I'll return and when I do Vanessa, my darling wife…there will be hell to pay. And you will pay the biggest price'_ he thought to himself menacingly

* * *

**Midtown High- 11:00 am**

Peter walked down the crowded hallway trying to maneuver past all of the students and reach his 4th period class.

'_This place was a fire hazard before, but now this is just ridiculous'_ he thought to himself, '_Two schools under one roof that just asking for…'_ Peter thought before being interrupted by loud chanting.

"FIGHT! FIGHT! FIGHT! FIGHT! FIGHT! FIGHT!"

He stopped and looked down the hall to see several students standing around cheering on two guys that were fighting. Peter just looked at them and shook his head.

"Unbelievable…not even a day and there is already a fight." he said to himself before turning the corner and continuing on his way.

* * *

**Around the Corner**

"FREAK!"

Peter came to a stop when he heard the shout because right in front of him was the pink haired girl with the strange looking forehead that he and the other saw earlier but only she was surrounded by a group of guys and girls. They were all blocking her path and preventing her from moving on. Peter looked on as they continued to block her while taunting her at the same time.

"It's because you and those other mutant freaks that we aren't in our own school right now." One guy taunted, but the girl didn't respond back she just tried to move past them but she was stopped.

"Did you know the mutants that blew up our school?" A girl asked but all she got was silence.

"I think she does….DON'T YOU FREAK!" One guy shouted before shoving her.

"HEY!" came a voice.

* * *

Everyone turned to see Peter walking up to them with a frown on his face.

"Leave her alone." He demanded.

"Or what spaz…you'll do what?" one of the guys challenged stepping towards him and grabbing him by the front of his shirt.

"HE AIN'T GONNA DO ANYTHING BUT I AM!"

Peter glanced over his shoulder and his eyes widen in shock.

"FLASH!?" he exclaimed.

Flash Thompson and what looked like the whole football team came to a stop right behind Peter and his assailant.

"Let him go right now or you and me are gonna have a problem."

"What're you his security guard?" the guy asked mockingly.

"No, I'm the guy that's gonna kick your ass you if you don't do what I say, now let him go." Flash demanded.

The guy looked at Flash, then Kong, and then Leo and then back to Peter; slowly but surely he released his grip and took a step back.

"So I guess that means Midtown High loves mutants huh?"

"Or we just hate jackasses" Peter retorted.

The guy looked at him and narrowed his eyes.

"I'm the jackass…" he started before being interrupted by Peter.

"Oh good you admit it…usually the first step to being a better person is admitting your faults."

The guy let out a growl before he felt a hand on his shoulder, he turned to see one of his friends motioning with his head that it was a bad idea to continue. The guy took the hint and he turned to face Peter, Flash and the rest of the team.

"Fine….have your stupid mutant." He snapped before suddenly storming away with the group not far behind him.

Peter watched them go and once they were gone is when he noticed that the pink haired girl he was defending had slipped away.

* * *

'_Where did she…'_ He started before he felt a hand on his shoulder. He looked to see Flash standing right next to him.

"You alright Parker?" he asked.

Peter looked at him with a puzzled look on his face.

"Uh…depends on how you define alright, because if you just came to my…rescue then I'm not because I'm in the Twilight Zone."

Flash let a smirk cross his lips.

"Don't read too much into it Puny Parker. I only saved your hide because we're from the same school….and where I'm from we look after our own. Those guys won't bother you again but a word of advice….don't go stickin your nose where it don't belong otherwise next time…I might not be there."

"…uh….got it." Peter responded.

"Good. Come on guys let's go." Said Flash. He and the rest of the football team started off on their way.

Peter lingered in the hallway for a long moment trying to process the last few minutes; for the life of him he couldn't wrap his mind around the fact that Flash Thompson…his High School bully actually came to his rescue.

'_Either I'm in the twilight zone or this is some type of bad omen. Flash Thompson coming to my rescue….hmph…go figure' _

**BRNNNNNNNNNNNNNNNGGGGG!** Went the late bell.

Peter heard the ring a hand to his face and shook his head.

"And…. I'm late, again." he said before briskly starting down the hall and to his 4th period class.

* * *

**Few Minutes later- 4****th**** Period Classroom**

Peter opened the door and he immediately stopped in his tracks again because all the eyes in the room turned to him upon his entry. Peter roamed over the jammed packed classroom for a second before his eyes landed upon the teacher. The teacher was an average looking man that was about 5'11 with short brown hair, brown eyes and a pale like complexion. He was wearing a wrinkled plaid shirt with brown pants and black shoes.

"Uh…Hi." He said.

"And you are?" the Teacher responded.

"Peter Parker."

"Ah..Mr. Parker." The teacher said while looking down at a clipboard in his hands, "There you are…nice of you to join us. Please have a seat."

* * *

Peter nodded his head and he turned to the class, his eyes searching for a seat and it was then that he noticed a seat was open next to a familiar face, and that face belonged to Gwen Stacy.

She caught his eyes and she used her head to indicate the seat next to her. Peter caught the non-verbal signal and he started over to her.

* * *

Gwen glanced to her left when Peter sat down next to her.

"On time as usual and by on time I mean you're late again" she said with humor in her voice.

'_And here I thought it was gonna be awkward'_ Peter though before smiling at her and turning his attention back to the front.

* * *

"As I was saying, my name is Professor **Abner Jenkins** and I will be your new Advanced Science Instructor. I've been going over the curriculum that your last teacher imparted onto your young minds and while I see there is a strong emphasis on chemistry, I regret to inform all of you that we are moving away form that. Chemistry is good and all and will get you far in life but its applied sciences that will take you even further. Technology is the key….computers, conduits, wirings…couplings, metal and steel and engineering….but most of all ingenuity…these things and ideas will be our life in this class. My students I will teach you how to build a better tomorrow rather trying manipulating it through chemical compounds and vials. So let's not waste any more time than we already have…..everyone follow me to the shop class." Said Professor Jenkins while heading to the door.

The science students moved out of their seats and they all gathered their things and started for the door.

* * *

**Midtown High Main Office- 11:50 am**

Harold Osborn sat patiently in the uncomfortable metal blue chair in the main office. He was staring at the clock on the wall attempting to will it move faster than it was but no matter how hard he tried he couldn't make the hands go any faster. Another second went by before a scowl appeared on his face and he turned to the plump woman at the front desk.

"How much longer will it be before the principle is free?" he asked

The lady at the front desk slowly looked up to him and then she turned her head to the right and looked at the Principle's door and saw that it was shut. She then turned back to the impatient teen.

"When his door opens…he'll be ready to see you." She stated.

"And when will that be?"

"When he opens the door."

"Do you know when he'll open the door?"

"No" she stated in a bored tone before going back to what she was doing.

Harold gritted his teeth for a second and was about to respond but before he could open his mouth the door to the Principle's office open and the Principle stepped out.

The Principle was a fairly average man in his late 30's possibly early 40s, he had short brown hair, blue eyes, an even skin tone and a kind smile. He stood at about 5'10 and had moderately lean build that was covered by a dark blue suit.

The Principle looked around the office and his eyes landed on Harold who was looking at him.

"Mr. Osborn, I understand that you wanted to talk to me…..well step into my office." He said.

Harold quickly stood from his seat and straightened his suit and started for the office.

"It's about time. I'm not used to waiting." He said as he passed the Principle

"I'm sure" The Principle responded while closing the door.

* * *

**Inside the Office**

Harold sat down in the chair in front of the large desk and he watched as the Principle made his way around the desk and sit in the large brown chair. The Principle reached over and adjusted the name plate a bit before linking his hands together and smiling at Harold.

"Well Mr. Osborn, what would you like to discuss?"

"Principle….." Harold started before glancing at the name plate "Principle Coulson, I would like to discuss my early release from this school."

"Early release? You make it sound like you're prison." Principle Coulson joked.

"It feels exactly like that. Do you have any idea who I am? I run a multi-Million dollar company. What the hell can this school teach me…how to succeed in life? I already am successful."

"A valid point, so drop out." He offered.

"Absolutely out of the question." Harold shot back "I am a New York elite do you know how embarrassing it would be if I dropped out."

"Okay, well….take the GED exam and…."

"Out of the question; did you not hear what I said? I. Am. An Elite."

Principle Coulson unlinked his hands and leaned back in his seat and raised an eyebrow.

"Well Mr. Osborn those are your only options on being released early"

"Principle Coulson those are not my only options." Harold said in a suggestive tone that the Principle immediately caught onto.

"Oh? Pray tell what is the other option?"

"I pay you a hefty sum to say that I'm in school…"

"When you're really not" Principle Coulson finished; he looked at Harry and he scoffed "Mr. Osborn what you're suggesting is highly unethical and illegal, I could lose my job."

"With the amount that I'm paying, you'll never have to work again. How does 1 million sound?" he asked while reaching into his suit jacket pocket and removing a checkbook. Principle Coulson smirked and shook his head.

"It sounds very generous but I'm afraid I'll have to decline."

"You're turning down one million dollars."

"I am because you see, I am a…..educator and I have something called integrity. And while the greedy and unethical side of me wants your money the ethical and just side of me doesn't and I've learned to listen to that side. So Mr. Osborn put your checkbook away and get out. You will complete your last year of high school just like the rest of your peers. And if you ever come in here again and attempt to bribe me I'll have you expelled and I'll be sure to call every single newspaper in town." Principle Coulson responded with a smile.

Harold sat there for a long minute truly stunned.

**BRRRRRRRRRRIIIINGGGGG! BRRIIIIIIIIIIINGGGGG!** Went the sound of the bell.

"There's the bell….off to your class." Principle Coulson said with finality while pointing at the door.

* * *

**Hallway**

Harold stomped down the hallway full of students with a scowl upon his face.

'_HOW DARE HE TALK TO ME LIKE THAT!' _he roared in his mind, _'And_ _the nerve of him to reject my offer. I know people who would kill their mother's for that kind of money'_ he continued.

"The choice is obvious son" came a sudden and familiar voice.

Harold stopped in his tracks and he whipped to the left, and through the passing crowd of teens he saw his power suit wearing father Norman Osborn leaning against the lockers with his arms folded across his chest. The older Osborn was boring holes into his son with his serious eyes.

"You…again?" Harold said in a whisper, "I thought I told you to go away. You're not my father..you're an apparition. A fake. You're not real."

"Real enough….son." Norman replied with emphasis on the last word, he pushed off the lockers and he stood there "I thought I told you that we are Osborns and no one…..no one says no to what we want."

"Go Away." Harold stated before starting to walk away.

Harold continued but as he stared forward, out the corner of his eyes he could see his father staring and him and judging him.

"The answer is simple son. He told you no" said an image of Norman from the left.

"Go away."

"We don't take no for an answer." Said an image of Norman that came from the right.

Harold shook his head and continued forward his scowl deepening a bit and his eye started to twitch.

"DO WHAT NEEDS TO BE DONE!" Norman roared.  
"SHUT UP!" Harold screamed suddenly charging to the left.

He ran directly towards the image of his father and he grabbed him by the front of his clothes and slammed him into the lockers and he effortlessly hoisted him up off his feet slightly.  
"I SAID GO AWAY! YOU ARE NOTHING TO ME!" he growled staring back at his father.

"HARRY!"

Harold tore his eyes away from his father and looked to the right to see Peter Parker standing a few feet away.

* * *

Peter stared in shock as they saw Harold lifting a skinny teen off of his feet and holding him against the lockers.

Harold stared at him for a second before turning back to his 'father' but his father was gone and in his place was a visible frightened teen. Harold recoiled a bit in shock before his eyes narrowed.

"PUT HIM DOWN HARRY!" Peter shouted while storming up to his ex-friend.

Harold looked at the teen and then released his hold upon him. The teen hit the ground hard but his fall did nothing to slow down his frantic scramble away from Harold.

"For the last time my name is Harold not Harry" he said, turning his head to look at Peter.

"Harry….what the hell is going on with you, what did that guy do to you for you to..." Peter started.

"What he did is no concern of yours." Harold replied straightening his suit and starting to walk away. He brushed past Peter and but Peter grabbed his arm to stop him.

* * *

'_SPIDER SENSE!'_ Peter thought urgently. He quickly ducked under a fast right hook that came from Harold. Peter, who still had a grip on Harold's arm grabbed the appendage with his other hand and positioned himself behind him and then pushed it against Harold's back and threw his weight forward. The two of them went crashing into the lockers with Harold pinned to the lockers.

For a second Harold was amazed that he had completely missed his target and now found himself against the lockers, but he didn't let his amazement stop him for too long. He gritted his teeth and started to struggle against Peter's grip but to his shock Peter held him in place.

'_So strong'_ Peter thought to himself '_It's_ t_aking most of my spider-strength to hold him.' _

"RAH!" Harold roared pushing off of the lockers and breaking Peter's hold; he turned around and stared at him with anger in his eyes while Peter stared back in wonder/amazement. Harold lunged forward and he managed to land a solid punch to the left side of Peter's face.

'_Oooofff…..and he's fast too!'_ Peter exclaimed in his mind. Peter rolled with the punch and he was about to retaliate when he remembered that he wasn't in his costume and that there were plenty of spectators. He stumbled back and he fell to the ground and in a completely fake display, he pretended to be hurt.

"AWWWWW" he groaned in pain while on the ground.

* * *

Harold looked at Peter on the ground and he felt a certain satisfaction pass through him but along with that he felt a twinge of pain in his fist; when he had hit his former best friend it felt like he was punching wall.

'_My fist actually hurts but….'_ Harold started before he heard the voice of his father again.

"You're not being weak again are you Harry?"

Harold whipped around to see his father standing behind him. Harold growled low in his throat before he suddenly started down the hallway quickly leaving the scene and paying no attention to anyone who was looking at him.

Peter stopped his acting when he saw Harold suddenly storm down the hall.

'_There is definitely something strange with him….that punch. My jaw is pounding. Whatever is going on with him I've let it go for far too long. I have to fix it….I just hope it's not too late.'_

* * *

**Restroom**

Harold burst through the restroom doors and he went to the sink, he leaned on the black sink tile and he heaved several breaths.

"You're not real. You're not real" Harold chanted over and over.

"**You're right…he's not real, just a figment of your imagination. However, I am real"** came a new voice that he recognized as his own. He looked up and standing behind him was the Green Goblin in all of is glory.

Harold stared back at him in shock and he slowly turned around to face him.

"What are you doing here?" Harold asked

"**To remind you of who you are."** The Green Goblin replied in Harold's voice.

"I am not you."

"**You were when Lincoln was on your ass." **

"…That was a one time thing."

"**Was it?"** The Green Goblin asked.

"Lincoln was an enemy."

"**News Flash, everyone is an enemy. This principle is standing in your way, which makes him an enemy. Eliminate him." **

Harold stared at the Green Goblin reflection and as he stared the Green Goblin reached up to the mask and he removed it, allowing Harold to get a good look at himself. Harold leaned forward and planted his hands on the sink and the Green Goblin reflection did the same thing.

"Everyone is my enemy." They both said at the same time, "And all my enemies….must be….eliminated."

Harold and his reflection looked at each other and slowly but surely a smile started to creep upon their lips.

* * *

**Lunchroom**

Peter, with his lunch tray in his hands maneuvered through the buzzing lunchroom full of hungry teens and to the table where Mary Jane, Liz and Jason were sitting; they were talking amongst themselves but as he sat down they all turned to him and gave him a puzzled look.

"HOLY!?" Liz gasped

"Man!" Jason gasped.

"JEEZ! What happened to your face!?" Mary Jane exclaimed. She was sitting on Peter's right and so she was treated to the sight of a large bruise on his face and Liz and Jason were sitting in front of him.

Peter released a sigh and looked between the three of them but he let his eyes linger on Mary Jane the longest.

'_Do I tell them what really happened or do I lie?' _he thought.

"Well Pete…what happened?" Mary Jane asked.

"I…..I ran into an open locker." He lied '_What happened to no more lies….that was actually only with Aunt May. But I still don't like lying to my friends like this but I can't tell them about Harry. I don't want them to worry even more.' _

"BWAAAHHAHAHAH!" Jason laughed "You ran into a locker….classic." he said in-between laughs, but he wasn't able to laugh for very long because he quickly received an elbow to the side from Liz.

"You need to be more careful Pete." Said Liz

"Yeah, I know." He replied with a smile, but while he was smiling he was unaware of the skeptical look Mary Jane was giving him.

* * *

'_Ran into a locker my ass, I highly doubt that a locker would able to do that his face…did he leave school and go out as Spider-Man.'_ Mary Jane thought to herself. She turned her eyes away from his face and back to her lunch and she took a bite of her apple.

"OH MY GOD!" someone shouted out.

Mary Jane and everyone else at the table whipped their head to the shout and they all had just enough time to see Johnny and Gwen walk into the lunchroom right before they were swarmed with teens.

* * *

**Johnny and Gwen**

"SIGN THIS JOHNNY! SIGN MY ARM JOHNNY! JOHNNY! JOHNNY! TORCH! TORCH! YOUR SISTER IS SO HOT INTRODCUE ME JOHNNY! JOHNNNY! YOU'RE SO HOT JOHNNY!"

Johnny and Gwen were surrounded on all sides by almost everyone from the cafeteria; they were pulling, pushing and yelling. Gwen scrunched her face up as she saw all the faces around her and all of the attention.

'_I should be used to this by now'_ she thought to herself while looking at all of the face.

"One at a time please one at a time I will get to all of you." Came Johnny's voice.

Gwen turned to her boyfriend to see a huge smile on his face.

'_I should also be used to that too. Look at him, just soaking up all of the attention, but you know, what's wrong with that? He is a hero and has helped saved the city and the world, so why shouldn't he enjoy….the attention.'_ Gwen thought while she watched him take a few steps forward.

Johnny started to walk and the crowd followed him still shouting his name and wanting his autograph and he happily obliged but while he did that he didn't notice Gwen still standing by the entrance just watching him.

Gwen shifted in her spot and heaved a sigh. She glanced to the right and she saw that not too far away was Peter, Mary Jane, Liz and Jason. Mary Jane raised her hand and waved her over. She looked at Johnny for a quick second to see him still swarmed by people and then back to her friends. She smiled and she started over to them.

* * *

**At the Table**

"Hey Guys what….." Gwen started, before she caught sight of Peter's face, her eyes widen a bit and she went towards him, "What happened to your face?" she asked.

"I uh…." Peter started before being interrupted by Jason.

"He ran into a locker." Jason interjected.

Gwen looked at Jason and then at the bruise on Peter's face.

"You ran into a locker?" she asked.

Peter nodded his head.

"Locker my ass…..that doesn't look like someone ran into a locker, it looks like you've been fighting someone." said Gwen. She reached up and gently touched the spot and Peter gritted his teeth a bit because it was still a bit tender.

* * *

**The Crowd**

"JOHNNY! JOHNNY!"

"One at a time one at a time." Johnny replied with a huge smile upon as he sign autograph after autograph; sometimes it was on a school book or body part like someone's arm or face but eat time a teen came up to him he eager signed whatever it was they wanted him to sign.

Johnny turned to the left and he started to sign the forehead of a guy around his age but he stopped when for a brief second the crowd parted and he caught a glimpse of Gwen sitting at the table with her friends but he saw her touching Peter's face. His eyes widen but his view became obstructed again by smiling teens. Johnny turned back to his signature on the guy's forehead but he didn't finish his signing. He stared at his name briefly before looking around him and at all of his fans. He adored his fans but there was one fan that wasn't around and that was his girlfriend, the one that mattered the most to him.

"ALRIGHT EVERYONE BACK TO YOUR SEATS! BACK TO YOUR SEATS!" came the shout of one of the teachers. The students turned to see the teachers breaking up the large crowd and ushering them all back to their seats.

Johnny handed the sharpie pen in his hand to the guy whose head he had just finished signing and he started over to Gwen and her friends.

* * *

**At the Table**

Peter gently grabbed Gwen's hand away and he smiled at her.

"I haven't been fighting anyone. I'm just clumsy, you know me." He said to her.

"I do, and you're not that clumsy." She replied looking him in his eyes.

"HEY GUYS!" came a shout.

Everyone at the table turned to see Johnny Storm walking over and upon seeing him Peter quickly let go of Gwen's hands, an act that did not go unnoticed by Johnny.

"HEY JOHNNY!" Liz shouted which earned her a look from everyone.

"Lower your voice Liz" said Mary Jane in a deadpan voice before turning back to Johnny "Hey Johnny."

"Mary Jane, looking good as always." Johnny replied while sitting down next to Gwen, he smiled at her and gave her a quick kiss on the side of the mouth then he looked at Peter, "Parker…nice bruise"

"Uh thanks?" Peter returned.

"What happened to you?" he asked "Looks like you were on the receiving end of an ass kicking"

"Johnny" Gwen said while giving him a look.

"What I'm just calling it like it is; too bad your…friend Spider-Man wasn't there to save you right"

Peter let out an exasperated sigh and shook his head.

"Look! People, I ran into a locker can we please drop it" he stated seriously, "Can we talk about something else?"

"Like what?" Liz asked.

"How about the mutant over there" Jason offered while pointing.

* * *

Everyone at the table followed his arm until they saw the pink/magenta colored haired girl with the abnormal bonelike forehead. She had her tray of food and she was walking towards the door that would take her outside of the cafeteria.

The six of them watched her intently.

"She's brave, I'll give her that" said Mary Jane

"A thin line between being brave and stupid though" Liz retorted "Doesn't she know what people think about mutants? They are scary and dangerous and she flaunts that she's a mutant. How do you think people will react?"

"Flaunts or accepts" Peter chimed causing all of them to him "Maybe she accepts the fact that she is different…and she's proud of it. And maybe she isn't worried about how people will react."

"Whatever" Liz responded "All I know is that if she keeps walking around all mutant and proud….she's asking for trouble."

Peter turned his gaze away from Liz and back to the magenta haired girl was eating her lunch by herself on the wooden tables just outside of the cafeteria.

* * *

**Principle's Office**

Principle Coulson sat in his seat peacefully eating a banana when he heard a specific ringtone coming from the phone that was on his desk. He glanced at the phone and quickly but his banana down and he hit the intercom button on his desk.

"Maurine"

"Yes Principle Coulson"

"Please hold all calls and meetings for the next hour please"

"Yes sir" she responded before the line cut off.

Principle Coulson grabbed his still ringing phone and he flipped it open, and upon opening it a solid blue hologram image of Colonel Nick Fury's head appeared before him on the desk.

"Colonel Fury"

"Coulson, what do you got so far?" he asked in a serious tone.

"A headache sir" he answered truthfully "Since the incident yesterday with the mutants I've got about a 230 influx of students combined with Midtown High's already high number of students. Finding Spider-Man's identity will be like looking for a needle in a haystack. Are you sure he's even in school sir?"

"No I'm not but chances are he's a high school student."

"I'm going to need to some help in weeding out the potentials" Principle Coulson responded.

"I'll see what I can spare, in the meantime Operation: Get Spider-Man is a go"

Principle Coulson looked at Colonel Fury with an odd look.

"Something wrong Coulson?" he asked.

"You really need to be better about naming these mission sir….the last mission you sent me on was name Operation Lampshade Hanging"

"I'll put it under advisement. Fury Out"

The blue holographic projection of Fury dissipated and Principle Coulson hung his head and released a long sigh.

* * *

**Across Town- Fisk Research and Development Center**

Vanessa Fisk gingerly shuffled into the newly built and renovated laboratory that her employee Alystair Smythe called home. She looked around the pristine lab, her eyes searching for him.

"SMYTHE!" she roared.

"I'm coming" came a voice.

Vanessa turned to the sound to see Alystair coming towards her in a floating silver mechanical wheelchair machine. She looked at him with widen eyes as she surveyed the contraption he was inside.

"What the hell is that Smythe?"

"My new mode of transportation" he replied.

"Idle hands I see."

"Actually I've been quite busy trying to re-engineer the singularity as per your orders but now you want something spectacular from me. And apparently my life depends upon it"

"It does" she stated seriously "I have been betrayed and humiliated and I need something from you to help me reasserted myself."

"I don't have anything ready for….."Smythe started.

**CLANG!**

* * *

Alystair felt a sting upon his cheek, he reached up to the right side of his face to feel a shallow stratch. He looked on the ground to see a thin looking needle imbedded into the ground.

**THUD!** Went the sound of someone landing on the ground.

Alystair looked to see Bullseye next to Vanessa.

"You were saying something smart guy" Bullseye said in a threatening tone.

Alystair's eyes darted between the two of them and he could feel the sting on his cheek. He gritted his teeth and put a smile on his face.

"This way" he stated.

A thought passed across Alystair's mind and the mechanical wheelchair he was in responded and turned him around and hovered away. Vanessa and Bullseye followed behind him.

* * *

Alystair led them over to a podium where his hover chair rose up a bit and allowed him to hit the green button in the center of the podium. From up above a thick and metal casket lowered down and into view. The casket opened to reveal what looked metal armor.

"What am I looking at Smythe?" Vanessa asked.

"It doesn't have a name yet but it's just armor that Ohnn and I created. The wearer of this has sensor's injected into them and the armor increases stamina, strength, and speed. A throw –away project that was in the works before….you asserted control."

"Why did you guys throw it away?" Bullseye asked.

"Because we acquired the Polymer that was used to create the Rhino, the polymer was more flexible and significantly cheaper."

Bullseye nodded his head and turned to Vanessa.

"So what's it's going to be babe, do I kill him or are you satisfied."

Vanessa inspected the armor and she scrunched her face up into a frown.

"Let him live….this will do for now but I want something better Smythe." She demanded.

"Well now that I have forewarning I'll be more prepared next time." He replied back.

"How much armor do you have Smythe" she asked ignoring his retort.

"We made enough for about 3 soldiers before the project was scraped."

"Bullseye get me three enforcers who are still loyal to me and bring them here."

Bullseye smiled and then licked his lips.

"I know the perfect Enforcers for you babe"

* * *

**Midtown High- 3:15pm**

**BRNNNNNNNNNNNNG! **Went the sound of the bell ringing indicating that it was the end of the school day. The doors to the school burst open and dozens of teens poured out of the high school each of them rejoicing that the day was over.

* * *

Peter exited the school from the side entrance and he watched as dozens of students poured out and onto the grass chatting amongst their friends.

'_I'm so glad that this day is over'_ he thought to himself '_Right now I need to get a good web-swing in to clear my mind but jeez…look at all these guys. It was hard enough before to swing out of here with no one seeing me but now'_ he continued to think. He turned to the left and was about to go towards the back parking lot when he saw Harry exit from the school and head towards the black limo that was waiting for him. Peter watched with sad eyes as his friend got in the limo and drove off. The memory of the fight they had earlier still fresh in his mind.

"Harry" he whispered, _'Okay…he's problem number 1. I gotta get to the bottom of what's going on with him but from the fight we had earlier…something tells me that I won't like what I find..but whatever it is I owe it to Harry to help him….that's what friends do' _

"JOHNNY!"

* * *

Peter was broken from his thoughts as he looked up to see Johnny with Gwen in tow flying away from Midtown High. Peter tilted his head down to see a flock of teens attempt to run after the flying teen.

'_Johnny is problem number 2….if he's going here it's gonna be that much harder for me to change into Spider-Man. He's already suspicious but I'm sure I can find away around him…at least I think I can.' _

"FREAK! YOU BETTER NOT COME BACK HERE TOMORROW!"

* * *

Peter whipped his head around to see some students taunting the magenta haired girl with the abnormal forehead as she walked away from the school. Peter watched them and he could see the hate on their faces.

'_And on cue…problem number 3; well maybe not much a problem for me personally but…I think Liz was right. I applaud her for being mutant and proud…it's only a matter of time before someone else decides to take a swing at her like today, thus beginning the great mutant vs human conflict. I might need to keep a close eye on her and do everything I can to keep the peace. God I knew it…I knew this year was going to be worst than last and it's only the first day…oy. I wonder what's going to happen tomorrow and what else my good ol' Parker luck has planned for me' _

Peter shook his head and he headed for the canary yellow Camaro where he saw Mary Jane Liz walking towards.

* * *

**Across the Street- Rooftop- Few Seconds ago**

Leaning against the brick wall on the rooftop across from Midtown High was Felicia Hardy. She was dressed in a tight light blue short sleeved shirt, tight white pants and black shoes. Her white hair was flowing in the wind as it passed across her.

"Dad has got to be F****** kidding me…this is the school he wants me to go to. I would rather shave my head and run..around….nak…what do we have here"

Felicia perked up a bit because from her position she could see Harold Osborn walking out of the school and towards a black limo.

"Osborn" she whispered while narrowing her eyes "So that's the guy that's trying to steal Mom and Dad's company, and he goes to school here. Interesting very interesting." She continued as she watched the limo drive down the street, "I wonder though…if I followed him what other interesting things could I find"

Felicia let a playful smile cross her lips as she started to follow the limo across the rooftop.

* * *

**Forrest Hills- Supermarket- Aisle E- Milk **

May Parker stood there staring at the last carton of whole milk but her attention wasn't on the milk but on the conversation she had had with her nephew earlier that morning. The look of shock on his face and his protest against her dating again had been eating away at her all day. She believed that this was the best course of action for her to take because he needed a male role model but she didn't want to upset though in the process.

_'Maybe….Maybe I could hold off for a little while longer. That's it May…sleep on it a little more'_ she thought.

May shook herself from her thoughts and reached out for the container but as she made contact with the middle of the bottle another hand made contact with the top at the same time. May looked at the hand on the milk carton and then to her right to see a man lowering a book from his eyes to look at her. Their eyes locked and the two smiled at each other. May saw that the hand belonged to a nice looking fellow around her age, mid to late 40s, with slick back brown hair with slightly graying sides, brown eyes, an even complexion with a goatee around his mouth. He had a lean build and was wearing a white lab coat, a white button down shirt with a blue tie, navy blue pants and brown shoes.

"Would you like to have the last carton?" he asked with a smile upon his face.

May smiled back at him and released her hold upon the carton.

"I would but I still have a half carton at my house so I'm okay at least for another day. You can have it"

The man stood there with his eyes locked with hers smiling and she stood there smiling back at him.

"Thank you Ms.."

"May, my name is May Parker." She said holding out her hand.

"It's nice to meet you May, my name is **Professor Farley Stillwell**"

* * *

**END CHAPTER: READ AND REVIEW:**** I AM ALIVE! I know what all of you are thinking. WHAT THE HELL HAPPENED TO ME! I was there one moment and then gone, well my loyal readers the only thing I can really say is that life kinda hit me hard. I was dealt a series of bad hands that's kinda put me to the test emotionally and spiritually but I've overcome. I won't go into all of the details but I'll share a few. One thing that happened was that my apartment caught fire through no fault of my own but every single fault of my roommate. Some of my keepsakes…valuables that had sentimental value to me were destroyed. Next I…quit my job, I couldn't take my boss's bullsh** anymore and so I left. And there were a few other things but…but it doesn't matter anymore. I've moved on to bigger and better things right…when one door slams shut another opens. I've moved to a brand new state, experiencing new things, seeing new people so life is still going on. However I'm still in a transitional period…..and so all of my stories are suffering and I apologize for that….I'm trying my best to keep writing because that's what keeps me positive.** **Anyway soap/teary box moment over, like I said I got dealt a series of bad hands but my loyal readers rest assured I'm still in the game. I got an update for everyone of my stories coming at you. I just pray that all of you just stick with me, none of my stories have been abandoned. NONE OF MY STORIES WILL BE ABANDONED. I will finish them, again I just hope all of you keep coming back and reading and reviewing. If anyone has any questions for me just leave it in the review or just send me a PM and I'll try my best…my ABSOLUTE BEST to get back to you. This is Nomad88 saying later…**

**Ps: I got updates for all of my stories coming just be on the lookout. Also, Superior Spider-Man…12 issues in. YAY OR NAY! I want to know because I'm nosy like that LOL! If anyone didn't know SPIDER-MAN IS MY ABOSLUTE FAVORITE SUPERHERO! HANDS DOWN! I got back into comics again around about Amazing Spider-Man 497….read almost every issue been there through thick and thin…but Superior Spider-Man….I….I just can't anymore and so Spider-Man….HAS BEEN DROPPED! Crushed my soul but it had to be done. I just…I just can't. And everyone talking about the real Pete coming back for the movie 2014…I think it's been confirmed that Superior Spider-Man is getting a second year and possibly third year or however long Dan Slott stays on the book. Superior Spider-Man is what we're getting for the foreseeable future. So I'm saving myself time and money. I'll catch the cliff notes but I'll be back again when Pete's running the show. How about the rest of you?**

**Next up: The Enforcers**


	80. The Enforcers

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey my loyal readers, it's me Nomad88 back again back again with another new chapter for all of you. First off thank all of you for the support in this tough transitional period in my life, like I said I'm on to bigger and better things. One door close and I'm learning that two more open up LOL! Anyway though I'm glad that everyone enjoyed the last chapter which was a Peter oriented chap that sets up a lot of stuff that gonna happen for our web-swinging hero in his final year of high school, if you guys were vigilante enough you spotted all of the plot lines that are coming your way. So sit back and relax. Before I leave though I would just like to say Read, REVIEW( A writer's main source of Motivation) and of course ENJOY!**

* * *

**Chapter 71: The Enforcers**

**Tribeca- Hardy Penthouse- Monday- 9:00pm **

Felicia Hardy was standing on the railing of the large balcony that looked out into the hustling and bustling night time city of New York. She stood on the railing with her hands jammed into the stylish black jacket that she was wearing; there was an angry expression upon her face and that was because she desperately wanted to jump over the edge and experience the nightlife that was NYC. For the past week or so that she had been in the city during the nighttime she had been confined to her room. Confined to four walls, fabulously decorated walls in her opinion, but four walls nonetheless…a cage some would say and if there was one thing that Felicia hated was the feeling of being confined or in a cage; she was free spirit a creature that yearned for freedom….she yearned for the night.

During the night she was trapped in her home but during the day was when she was able to get out but that has quickly changed, and it's changed because school has had started today and so now her days were taken from her as well. Felicia let a scoff escape her lips as her mind replayed the events of this morning and afternoon.

* * *

**Earlier- 7:30 am**

Felicia calmly walked into the living room where her father John Hardy was waiting patiently by the door. Felicia stopped her walking and she stood there staring at her father and he stood there staring back at her. A few more moments like this passed before the silence was broken by John.

"Where is your bookbag?" he asked folding his arms across his broad chest.

"First day of school remember, there won't be any homework" she responded in a bored tone.

"They might give you books"

"Dad it's not like I would need them. I kinda inherited this annoying trait of having a very good memory from my father. So whatever the teachers say I'll remember, you should know that by now."

John rolled his eyes at her comment.

"Do you know the way to the school?"

"Yes; but why Midtown High, it's kinda far away."

"Far away from any distractions other than school work" John said seriously.

Felicia rolled her eyes at his comment.

"Where is your wig?"

"I lost it" she lied, which John instantly saw through.

"Lost or threw away" he countered.

"Okay fine I threw it away. Look I hate wearing wigs dad I really do….they itch for one thing and I just feel stupid for wearing one. I like my natural white hair I want it to be free."

"Felicia I understand your reservations about wearing them but you have to understand. We need to blend in here….white hair is not that normal, I let you slide in Europe but since the heat is on...and the authorities are looking for a white haired thief, we have to keep a very low profile and so you have to wear a wig."

"I refuse"

"I wasn't making an offer that you could refuse Felicia. I'm telling you what you're going to wear. Now go get it" John demanded in a tone that let her know that he wasn't playing.

Felicia stood her ground glaring daggers at her father but he was completely unfazed by her stare however she wasn't unfazed by his return glare. Felicia continued to stand there but the look her father was giving her was making her sweat a bit.

'_Don't you let him see you sweat girl….don't you dare…what's he's going to do'_ she said in her mind trying to build her confidence in facing her father.

John acted like he was taking a step forward and on instinct Felicia took a step back. She said a silent curse as she realized that she lost the challenge. She gritted her teeth as she slowly turned and walked back to her room to retrieve her wig.

* * *

A few minutes passed before a blonde haired Felicia Hardy entered the room. John looked at his daughter and shook his head and let a smile grace his lips.

"You look beautiful Felicia"

"I hate blonde hair" she stated.

"I have blonde hair" John replied.

"Half of it is gray" She said flippantly.

"Your mother has blonde hair."

"Case in point"

John's expression softened a bit when he saw the serious look upon his daughter's face concerning her feelings for her mother.

"Feli.." he started but was interrupted by his daughter.

"Whatever dad, look I'm going to be late for my first day of school so bye. I'll see you later"

Felicia quickly passed her father and went to the door; she opened it and left the penthouse making sure to slam the door shut behind her.

* * *

**10 Minutes later**

"WHOOOOOOOOOO HOOOOOOOOOOOOO!" Felicia yelled as she fell through the air; while she fell through the air she did a roll and grabbed the blonde wig upon her head and threw it away into the air letting her white hair flow freely in the wind.

She came out of the roll and landed with a slight thud upon a roof-top. Felicia dashed across the roof top and jumped to the next roof, she cleared the mildly large gap with ease.

'_Screw Midtown High…..screw my dad and definitely screw that wig'_ Felicia thought in her mind as she flipped off the building and dove through the air once again. As she fell this time she corkscrewed and then landed on the railing of fire escape and then sprung off and she hit the ground.

* * *

Felicia did a light stretch and she walked out of the small alley and then down the sidewalk and right into mildly busy shopping area. She inhaled deeply and looked at all of the different shopping areas, eateries and café's before looking into the clear blue sky.

"How can I possibly be expected to handle school on a day like this" she said to herself.

* * *

**Later- 3:00 pm**

Felicia tossed the empty iced latte in her hands to the ground and then she leaned against the brick wall. She was looking at her new school Midtown High.

"Dad has got to be F****** kidding me…this is the school he wants me to go to, pffft, I would rather shave my head and run..around….nak…what do we have here"

Felicia perked up a bit because from her position she could see Harold Osborn walking out of the school and towards a black limo.

"Osborn" she whispered while narrowing her eyes "So that's the guy that's trying to steal Mom and Dad's company, and he goes to school here. Interesting very interesting." She continued as she watched the limo drive down the street, "I wonder though…if I followed him what other interesting things could I find"

Felicia let a playful smile cross her lips as she started to follow the limo across the rooftop.

* * *

Felicia looked down at the speeding limo, she turned her head to the front of her and she saw the edge of the roof coming up. She prepared herself and her muscles for the jump she was about to make and right as she was about to jump she caught the shadow of something approaching her from the left. She had enough time to take a glance and to see her Father John Hardy heading her way.

"OH SHI..!" she started to shout before her father tackled her to the ground.

* * *

The father and daughter rolled along the roof-top until John landed on top of her with a hand full of her light blue shirt, "DAD!" Felicia exclaimed.

"Obviously you thought I was playing with you" he said in an angry tone.

Felicia ignored him and started to struggle but he had the advantage because he had better leverage.

"Or maybe you thought I was stupid." He continued.

"Get off me Dad!" Felicia growled.

"LOOK AT ME!"

Felicia struggled for a moment longer before reluctantly turning her eyes to her father.

"Felicia, I am not….I repeat I am not playing with you. I said that this part of your life is over. You are no longer Black Cat, so this carefree…I'm gonna do whatever the hell I want attitude is over. You will go to school every single f***ing day and you will sit in the front of the classroom and learn. No more cutting class, no more skipping school to shop…"

"You were following me!?" Felicia exclaimed.

"Of course I was following you. I know you Felecia….I knew you weren't going to go to school today. However there was a small part of me that actually hoped you were going to do what I asked but in true fashion you didn't, but I want you to hear me…today was your final pass. Do you understand me…today was your **final ****pass** is that understood?" he asked slow and deliberately.

Felicia could see the anger in her father's eyes and she hoped he could see the anger within her own.

"Dad…you can't just expect me to not be who I am. Black Cat is…"

"Gone" he stated seriously, "I expect you to be who you are and that's Felicia Hardy not Black Cat"

"NO! I am Black Cat and she's on the trail of Osborn who…"

"Who is no longer your concern, put all thoughts of financial woes from your mind the only thing you focus on is being normal and mending your relationship with your mother"

"I'd rather die"

"Don't be so dramatic" said John while slowing releasing his hold upon her and standing up, he held out his hand but Felicia knocked it away and stood up on her own.

"This isn't fair dad"

"Life isn't always fair Felicia, and I really don't want to have this conversation with you again because I promise that it won't end well for you."

Felicia put a scowl on her face and then stomped her foot on the ground.

"I HATE YOU!"

John shook his head and turned around and started for the edge of the roof, he stopped for a moment and then reached into the front of his black jacket and he pulled out a blonde wig. He looked at the wig and then tossed it to Felicia who deftly caught the monstrosity as she would call it.

"Come on we're going home" he said before jumping over the edge.

Felicia stalled for a second looking at the blonde wig in her hands and debating on whether or not she should take a chance and run away but she knew that no matter how hard or far she ran her father would always be one step ahead. So with great reluctance she slowly started for the edge and jumped off following after her father.

* * *

**Now- Hardy Penthouse**

Felicia shook herself from her memory. She wanted to jump over but the look and tone of her father still sent a shiver down her spine and she wasn't exactly ready to challenge him again…at least not yet. She stared out into the city from her spot on the railing but ever so slowly she removed herself from the railing and back down onto the tile balcony. She kicked up some imaginary dust and whipped around and stomped back into the penthouse.

'_I hate this family'_ she thought angrily in her mind, while making her way back to her room making sure to slam the door loudly.

* * *

**Hardy Penthouse- Balcony**

John Hardy landed on balcony, he was dressed in his Cat outfit but the main focus was the solemn expression pass across his features. He had been watching his daughter from the roof ready to follow after her if she disobeyed him but thankful she got the message. If their family was going to pull together he needed her to be Felicia Hardy not the Black Cat. He knew what he was asking of her and he knew that it was killing her but it was for the best and if doing what was best for her caused her to hate him then it would be a burden he would bare.

'_I'm sorry Felicia but Anastasia is right…this is no life for a 17 year old teen and I hate that I introduced you to his life'_ he said in his mind, '_But I brought you in and I can definitely take you out'_

John's features changed into that of a serious expression, he quickly turned around and he faced the city of New York, his serious blue eyes roaming over the bright lights and roof tops.

'_Alright, it's time for me to pull my family from out of the gutter…..at least financially. Anastasia is still not talking to me and I'm pretty Felicia will follow suit so all that leaves is Valerie but since she found out about….Adrian….she's been a mess. For now, the ladies in my life will have to wait, I have bigger fish to fry in the form of Vanessa Fisk and Harold Osborn'_ John Hardy thought to himself.

The aged burglar put his black mask over his face that covered his face, everything except his blue eyes. In that moment he was no longer John Hardy or even Hardesky, he was…**The Cat**.

The Cat grabbed the railing and then jumped off.

* * *

**Manhattan Hospital- 11:15pm**

The Cat silently removed the ceiling tile that was beneath him and he carefully poked his head through and looked down the empty pristine hospital hallway. When he did not see anyone he deftly slipped through the open hole and silently landed on the floor.

The Cat moved to the left and hugged himself against the wall, he slowly moved down the hallway his eyes darting from door to door until they landed upon the door he was looking for; the door that led to the hospital room of Vanessa Fisk.

* * *

Since he and Felicia had arrived in New York he had spent some time researching Vanessa. When her husband was ousted as the Kingpin she swiftly took control of the Fisk Corp and started making big moves crushing and stomping any small businesses and wrapping them into her own company but that was only the surface. At night when everyone was sleep he would sneak out and gather real intelligence upon her. In his research he learned that she had deemed herself the new Kingpin of Crime but she was having loyalty problems because no one wanted to follow a woman. Her loyalty problems resulted in her getting stabbed by one of her own employees and it landed her in the hospital, the very hospital that the Cat was slinking through.

The Cat moved to the door and he grasped the handle, he jingled it to see that it was locked and so with a flick of his wrist a pin shot from his finger tip and he used the pin to start fiddling with the lock. His fiddling took but a moment because he was a master lock-pick.

The Cat swiftly opened the door and went inside.

* * *

**Vanessa's Room**

The Cat closed the door and he whipped around to face an empty room. A look of confusion crossed his face as he took off his mask and moved towards the empty bed in the room. John placed a hand upon the bed and it was freezing cold.

"She's been gone for a while" he whispered to himself "But how is that possible the lady at the front desk said that….." he started but stopped as a look of realization flashed across his mind. He looked to the stand that was next to the bed and she a bouquet of get well soon flowers.

A few days ago, he had disguised himself as a flower delivery man with a delivery for Vanessa Fisk. The woman at the front desk said that Vanessa was still in recovery in her room but she would make sure that she would receive the flowers. There was a tracking device in the flowers and that was how he had found the room.

John moved away from the bed and to the window and he looked out of the window.

'_Apparently Vanessa is very smart. She's probably paying people around here to say that she's in the room when she's really not…she's somewhere else but where…would she go back to Fisk Towers….maybe, but I have to hurry' _

John quickly put his mask back over his face and he then opened the window that he was facing and he quickly jumped out.

* * *

**Across the Street- Fisk Towers- 12:03 pm**

The Cat surveyed the large tower across from him and from his spot he could make out the top floor. The aged burglar reached towards his utility belt and he removed a set of binoculars, but these weren't ordinary binoculars. He quickly places the two binoculars next to each other and they latched together, the Cat placed the binoculars upon his head and two sockets covered his eyes. He raised his head towards the top floor of Fisk Towers and he cleared his throat.

"Scan building, emphasis on top floor"

The view from the binoculars changed to a light blue as the entire Fisk Tower building was scanned and for a long second the top floor was scanned before a beep was heard.

"Report"

Information flashed across the lenses of the binoculars.

"50 floors, state of the art security, laser grids, silent alarms, 10 armed bodyguards on rotating schedules but there is no one on the top floor"

The Cat lowered his head and shook it.

"Damn she's not here, well tonight has been a bus…." He started then stopped when he spotted something down below. The Cat leaned closer to the edge and he narrowed his eyes.

"Increase magnification" he stated.

The binoculars on his eyes followed the voice command and they zoomed in close. Limping out of a side entrance from Fisk Tower and heading towards a limo was non other than his target Vanessa Fisk. She was being accompanied by a man he had never seen before but he wasn't too concerned about him.

* * *

**Down Below**

Vanessa Fisk forced herself to stop her limping and walk straight towards her car despite the pain radiating in her chest.

Bullseye looked at her and couldn't help but shake his head.

'_Fisk doesn't know a real woman when he sees it…ah well, no skin off my bones'_ he thought to himself while chuckling a bit, "Why did you want to stop here first?" he asked.

"I wanted to check to see exactly how much money Elektra and her band of black garbed bastards stole from me"

"How much did they make off with?" he asked again.

"Enough to warrant a swift and immediate retaliation" she stated icily.

"Fat chance of that happening" Bullseye scoffed as they reached the limo, "Elektra is on another level"

"Hopefully with my new Enforcers you've got coming to the Research Facility…they'll reach that level" Vanessa stated while gingerly shuffling into the limo.

'_Like I said…fat chance'_ he said in his mind, he closed the door and he headed for the driver's seat.

* * *

**Above**

The Cat watched as the limo started up and began to drive away. He was not far behind in following after the limo and his target.

* * *

**Fisk Research and Development Center**

The Cat watched as the limo went through the automated gate and pull into the Research Center, he saw the limo come to a stop and the man he had never seen before get out and go to Vanessa's door and open it, she looked around but there was no one that she could see and so she started for the Center, while the man stayed next to the limo.

* * *

The Cat looked around and he saw a tree that was next to the large gate, he wasted no time in dashing over to the tree, effortlessly running up the tree, swinging around one of the branches and flipping over the gate.

The Cat hugged himself to the darkness as he searched for a way inside the facility.

* * *

**Inside- Lab**

"SMYTHE!" Vanessa hollered out once she entered the large laboratory. They waited only a few seconds before Alystair Smythe hovered into view.

"Must you yell my name every time you come in; I have sensors all around so I know when you're here." He said.

"Shut up." She growled "Are you ready?" she asked.

"I am. I've been keeping Bullseye's guest company until you arrived. They are a very colorful bunch"

"Did they agree?" she asked.

"Follow me" he said turning around and hovering away.

* * *

**Up Above**

The Cat had scoped out the defense systems of the research facility rather quickly and easily and he managed to bypass them. He bypassed them and then he found himself in some type of a laboratory. He shimmed along the railing of a rafter until he had a clear view of the people down below but his only concern was Vanessa.

* * *

**Down Below**

Alystair with Vanessa following close behind him made their way over to a platform where three distinctive individuals stood talking amongst themselves. The trio continued to talk until the largest one out of the three pointed to them as they were approaching.

"Gentlemen" Alystair started "I'd like you all to meet…"

"The Kingpin" Vanessa interrupted with conviction.

* * *

**Up Above**

'Well this is interesting' The Cat thought to himself while reaching into his utility pouch and retrieving a small hand held device.

* * *

**Down Below**

"I am the.." Vanessa started again before being interrupted by one of the three men who had a thick Brooklyn accent.

"We know who you are ma'am and we're proud to be standing in front ya. You have our complete loyalty."

Vanessa heard the declaration and she looked at the man in front of her, and then the two next to him.

"Who are you? Bullseye wasn't very forthcoming with your names."

"In a nutshell ma'am we're…**The Enforcers**. My name is Fancy Dan."

* * *

Daniel Brito aka **Fancy Dan** was a short man standing at about 5'2 but that in no way took from his intimidate aura. He had slicked back black hair, haggard and world weary blue eyes, a dark tan complexion with a mustache on his top lip. He had a stocky like build and he was wearing a white shirt, with black pants, shoes and a green jacket over his thick shoulders. Fancy Dan had a tough childhood because of his size but that didn't stop him from rising above what people said about him. Instead of being hindered by his size he embraced it and used it to his advantage which was mainly people underestimating him. He was an expert in Judo and Karate and he was a force to be reckoned.

* * *

Fancy Dan turned to his left and he pointed to the man next to him.

"This is my number 2 and his name is Montana"

* * *

Jackson Brice aka **Montana**, was a man of average height and build. He had a medium length black hair that stood up but it was covered by a beige cowboy hat; he had blue eyes a light tan complexion that was devoid of any facial hair. He was wearing a blue suit with a long beige overcoat. He wasn't as adept in martial arts as his best friend Fancy Dan but Montana was an expert with the lasso

* * *

"Evening Ma'am" said Montana with a nod to her.

"And last but not least my number 3….OX"

* * *

Raymond Bloch aka **Ox,** was the last member to round out the Enforcers. He was tall, standing at about 6'3, with light red hair, a dark tan skin tone, angry hazel eyes and a scowl to match. Ox was all muscles, he had a broad muscular build that indicated he worked out heavily and his muscles bulged through he thin white shirt he had on, he also had on brown pants with a large belt buckle, and black boots.

* * *

Ox grunted at Vanessa and then nodded his head.

"He's the silent type but once you get to know him he'll talk your ear off" Fancy Dan said to her.

Vanessa surveyed each of the Enforcers before she carefully folded her arms across her chest, she winced a bit but the three of them didn't notice.

"Loyal to me and me only" she said in a musing tone.

"We've been hearing about your troubles and keeping a hold on things…" Fancy Dan started before being interrupted by Vanessa.

"Who did you hear that from?" she challenged quickly "I have not been having any trouble"

"Right. I didn't mean to offend you ma'am" Fancy Dan replied hastily "All I'm sayin is that you won't have to worry about us turning on you. Since you came in and started running the show we've been enjoying the stuff that's been happening on the streets and we don't want it to change."

"And it won't" Vanessa stated seriously "I accept your offer of loyalty but saying it is one thing. Can you prove it?" she asked.

"We're willing to do anything Ms. Kingpin" came Montana's smooth voice, "Even go through this enhancement Mr. Smythe was talking about"

"So he's told you about the project?" she asked.

"I did" came Alystair's voice "I told them that the suits with tap into their nervous system and enhance them."

"Any you all agree to it?" Vanessa asked again.

"We agree. We're eager to please you ma'am" said Fancy Dan.

Vanessa felt a sense of pride wash over her at the statement.

"Good, I'm glad to hear that….but if the three of you really want to please me….I want you to use these enhancement to break my enemies...grind their bones down to dust…make them bleed and make them suffer. Maggia and Chompoti, those double crossing turncoats, Elektra, Daredevil and especially Spider-Man."

"Whoever you want us to kill we'll do it….we're here to serve you" said Fancy Dan.

* * *

**Up Above**

The Cat stopped the recording device in his hands and he let a smirk grace his lips.

'_I think I've got everything I need to stop Fisk'_ he thought to himself. He quickly slipped the device back into his pouch and he proceeded to leave the research center

* * *

**Down Below**

ALystair Smythe was watching Vanessa and the Enforcers when a sudden vibration caught his attention. He looked down at his hover chair and a small screen appeared out a slot on the side of his chair. He looked at the screen with curious eyes.

'_What's this, my silent security alarm has detected something'_ he thought to himself; he hit a button and the screen showed a clear imagine of The Cat stealthily moving through the research Center, '_What do we have here'_ he thought in an amused tone. The genius inventor touched a few more button upon his sophisticated hover chair and there was a synchronized sound.

"Well Gentlemen…My Enforcers it's time to proceed with the experiment. Smythe"

Alystair looked up from his screen and at Vanessa.

"Enhance them" she stated.

Smythe nodded his head and he looked to the Enforcers.

"Gentlemen I will need you to remove your clothes and step up on the platform directly behind you."

The Enforcers nodded their heads and they started to undress. Alystair turned to Vanessa and he looked at her with a hard stare.

"What?" she questioned.

"Follow me"

Smythe turned around and hovered away and Vanessa followed him.

* * *

The two were now standing a few feet away and out of ear shot of the Enforcers.

"We had an intruder" he stated seriously, "And I think they heard everything you said"

"WHAT!?" she exclaimed in a hushed whisper, her anger quite evident.

"Yes, but not to worry. Since the whole liquid metal incident…that silver haired woman and her band of crazies blowing this place up and your ninjas I've upgraded security around this place. A very interesting design" Alystair said while fiddling with some of the controls on his hover chair, "Whoever this intruder….was good, disabled my outward security"

"DISABLE YOUR SECURITY!" Vanessa shouted briefly "HOW IS THAT SUPPOSED TO HELP ME!"

"If you let me finish I'll tell you" Alystari responded calmly "I made two forms of security…the detectable and the undetectable. The detectable is obvious laid security functions that any normal thief could disable, this thief disable those and a few of my undetectable….that's how I know this guy was a pro but he or she missed two very important security functions I've installed."

"Which are?"

"The moment anyone sets foot into this lab they are coated with a thin…very thin coating of ink. A new design of mine….it's so thin that it's undetectable by the human eye…see"

On the screen that was connected to Alystair's hover chain was picture of them and Alystair could be seen clear as day with a green coating of paint and Vanessa could be seen with a layer of orange paint.

"Genius"

"I know."

"How do we catch this intruder?" Vanessa asked in a calm tone.

"I'm about to deploy my probes."

"Probes?" Vanessa questioned.

"I'll explain later" He said quickly "Bu my probes are designed to pick up the paint trail"

"HEY SMYTHE! ARE WE DOING THIS OR ARE WE GETTING PAID TO STAND HERE NAKED!" shouted Montana.

Vanessa and Alystair turned to the three of them and then back to each other.

"By the time I finish with these three my Probes should have our intruder"

Alystair whipped his chair around and he hovered towards the platform that held the Enforcers.

Vanessa watched him go and once he left she let out a groan she had been holding in, her chest was pounding but pain was something she could manage, her anger kept her going strong.

_'Elektra, Daredevil….and Spider-Man. Each of you will pay or I'll die trying'_ she growled in her mind while hoping that it was one of the three that the probes would root out.

* * *

**Later in the Night**

Felicia was sitting on the window seal of the large window in her room solemnly staring out into the city. She leaned her head against the glass and released a long long long sigh.

'_It's not fair….it's not fair…it's….not…'_ she started then stopped, her thoughts were interrupted by her father The Cat climbing up the side of the building and towards the balcony, he was completely unaware that Felicia was watching him.

'_THE HELL!'_ She shouted in her mind _'SO IT'S OKAY FOR HIM BUT NOT ME! NO NO NO NO NO! That's not how this works if I can't be Black Cat you can't be the Cat'_

Felicia jumped off of the seal and she stormed towards her door with the intentions of calling her father out but right when she was about to open the door she heard the voice of her mother. Felicia stopped and she let out a slow breath before silently cracking the door open and listening in on the conversation.

* * *

**Living Room**

"Isn't this a familiar sight" Anastasia stated from her spot at the kitchenette counter, "Coming in at all hours of the night dressed like a burglar"

The Cat let out a sigh and pulled his mask off revealing the face of John Hardy.

"What are you doing up this late Anastasia?" he asked walking over to her. Once he reached her he saw a half bottle of gin next to her and two glasses. He grabbed one of the glasses and he poured himself some gin.

"I could ask you the same question"

John looked at her with hard look before taking a sip of his gin.

"Trying to save our family" he stated seriously.

"If you want to do that…how about you stop doing what has been driving us apart since the beginning" she said with a gesture to his outfit. John caught the reference and he took a bigger sip of gin.

"Your refusal to accept me for who I am is what has been driving us apart."

"A thief"

SLAM! Went the sound of the glass hitting the counter

"Yes a thief"

"The same thing you turned our daughter into"

John pursed his lips together and averted his gaze.

"I put a stop to it…she's no longer Black Cat"

Anastasia scoffed and shook her head.

"I've barely been around my daughter in the last year or so and I know her better than you. Have you seen the twinkle in her eyes when it comes to stealing…..she's not going to stop just because you told her to…especially if she sees you dressed up as the Cat, Thank-God she's asleep. The only way to get her to stop being Black Cat is for you to stop being the Cat…lead by example John. Put this life in the past…and.."she started.

"THIS ISN'T A LIFE I CAN PUT IN THE PAST!" he shouted "That's what you fail to understand Anastasia….you've never….never understood. Being the Cat isn't something I can just stop doing….The Cat is who I am. I was the Cat long before I met you and if you still want a divorce…."

"I do"

"Well guess what…I'll be the Cat long after you. You can't compare me to Felicia…she still has her whole life ahead of her…me…..I've been the cat since I was on the streets at the tender age of 6" he growled.

"You never told me that" Anastasia interrupted

"Because you never wanted to hear about the Cat…you just wanted John Hardesky to fit in your little perfect world. Your perfect selfish little world."

Anastasia recoiled a bit and she bit her lip, a soft look appeared but it quickly vanished and it was replaced by a hard look of her own.

"Oh yeah…if I'm so selfish why did you stay huh…WHY DIDN'T YOU LEAVE!"

"BECAUSE I LOVE YOU! LOVED YOU!" John shouted "I fu**** loved you Anastasia so much so that I was willing to attempt to stop being who I was…for you…I loved you so much that I didn't even tell you that I knew you cheated on me and HAD ANOTHER MAN'S BABY!"

* * *

**Valerie's Room**

"ANOTHER MAN'S BABY!"

Valerie looked over her shoulder and at the door that was behind her. She let a look cross her face before she reached over to her bed and grabbed her ipod and quickly put in the ear phones and turned her music on very loudly. The older Hardy sister then turned back to the computer screen that was in front of her.

'_Where was I…..oh yeah, let's see Adrian Toomes. Who are you?'_ Valerie asked herself as she typed in Adrian's name into the search bar.

* * *

John grabbed the bottle of gin and he put it to his lips and took a good long swig. Vanessa watched him and her eyes softened considerably. She had caused him so much pain, but it was only registering just how much pain she had caused him but while she wanted to feel for him she couldn't help but think how he had caused her feel the exact same way. He had caused her so much pain that she had cried herself to sleep so many nights that she had lost count. She pursed her lips together and let her steely gaze return to her.

"What do you want me to say John?"

John took the gin away from his lips and put the bottle back on the table.

"I don't want you say anything" he said.

"I loved Adrian"

"Anastasia don't…"

"I loved him but I was in love with you"

"Anastasia…" John stated again.

"And I didn't tell you because I know how spiteful of a person you are." She stated harshly "I knew if I told you would have held it over my head and our love for each other would turn to hate….but it seems we reached that point anyway, despite my good intentions"

John looked at her with a hard glare and he slowly reached into his pouch and he retrieved his listening device. He looked at it and he slammed it down on the counter and pushed it in front of Anastasia.

"What is that?"

"Leverage against Vanessa Fisk to get her greedy palms off our company. And you're wrong…..I don't hate you. I still love you even if you don't love me."

John quickly pressed the play button and he grabbed the bottle of gin and he walked away letting the contents on the recorder play.

* * *

**Felicia's Room**

Felicia closed her door and she folded her arms across her chest. She had heard the whole exchange between her parents but the main thing she focused on was the fact that her father had gone out as the Cat and not only that but he was saying the exact same thing she was saying but only it was okay for him because he had been doing it longer.

'_He is soooo wrong. Black Cat is who I am too just like he's the Cat and also since when does he get be James Bond…spying on Fisk. Well I want to help too and since he's dealing with Fisk I'm gonna deal with Osborn and I'll do it as the Black Cat'_

* * *

**Outside the Penthouse**

Floating just outside of the open balcony and spread across the penthouse looking in through several of the windows were four silver and green colored devices. They were hovering there and from the center of each of them a camera extended and it zoomed in on the people inside.

* * *

**Research Center**

Alystair and Vanessa watched the video feeds from the probes and they had a clear view of Vanessa sitting at the counter listening to the recorder, Felicia leaning against the window in her room again, John who was taking a shower and Valerie who was on the internet.

"Anastasia Hardy is behind the intruder" Alystair stated in shock.

"Figures…I am trying to steal her company" Vanessa replied "However I didn't think she had the stones to actually do something like this"

"So how do you want to handle this?" Alystair asked "I don't have any audio built into my probes just yet…they're still experimental however I'm fairly certain that device on the counter is either a listening device or video."

Vanessa averted her eyes away from the computer screen and at her new and improved Enforcers who were staring at themselves and their new equipment. Vanessa saw them and a smile appeared on her face.

"My Enforcers need a test run and I know the perfect person to test them on" she said with a devious grin plastered upon her face.

* * *

**Next Day- Hardy Penthouse- 7:15 am**

Valerie Hardy exited her room and she headed for the front door, but on her way there she saw her sister Felicia exit her room and briskly walk towards the front door as well but Valerie had to do a double take because Felicia suddenly had blonde hair.

"Whoa!" Valerie exclaimed "Since when are you a blonde"

"Since me and Dad need to lay low for a while. Apparently white hair isn't normal around these parts" she responded.

"FELICIA!" came a shout.

The two sisters turn to see John walking out of his room and towards her room.

"Over here Dad." She said in a cheerful tone.

John turned around to see her at the door fully dressed, with her wig in place and a book-bag on her back.

"Well this is a surprise." He said slowly.

"Yeah, I know" she replied in the same cheerful tone "Look I'm heading to school I don't want to be late right. And you don't have to worry about me your message yesterday was pretty clear."

"Good"

Felicia flashed her father a smile before grabbing the door and leaving the penthouse.

* * *

"She's going to ditch" John and Valerie stated at the same time. The father and daughter looked at each other and let out a laugh.

"Where are you going this early sweetheart?" John asked.

"I have a few things I need to take care of, but I'll be back before noon"

"Valerie" John started but had to stop when he heard Anastasia walking into the room. He and Valerie turned to her.

"You and I need to talk right now" she stated seriously.

Valerie released a sigh and she quickly grabbed the door knob and she left the penthouse leaving John and Anastasia alone.

* * *

"WHAT THE HELL ARE YOU THINKING!" Anastasia shouted at the top of her lungs and placing her hands on her hips.

"Is this about the recording?" he asked but already knowing the answer.

"You're damn right it's about the recording." She snapped, walking towards him "What the hell were you thinking"

"I was thinking that you would be happy. That right there is our answer to at least one of our many problems"

"You're going to blackmail Vanessa Fisk….or….or the Kingpin or whatever the hell she calls her with this. Are F**** insane."

John waved her off and passed by her.

"What's your problem now?" he asked.

"My problem is that this isn't how I wanted to do things. I wanted to do things my way not by blackmail"

"Do you have any idea who is after our company Anastasia…..how else did you think you were going to save the company"

"By calling upon loyalty of my investors" Anastasia snapped back.

"HA!" John laughed dryly "There is no such thing as loyalty Anastasia. There is only money and who has the most. Fisk has more than we do and she's set her gaze on the Hardy Foundation….this is the only way for us to get her to back off"

"You don't know that….there is a better way."

"No there isn't" He replied

Anastasia balled her fist into a ball and she gritted her teeth angrily. Since she had heard the recording she had been up all night thinking about the potential consequences of using something like that to blackmail Vanessa Fisk or the Kingpin. She had heard all about the Kingpin and she would be lying if she said that she wasn't afraid.

"You've put us in danger because of your Goddamn antics as the Cat" she said in a whisper that John heard clear as day, but he ignored her.

"Where is the recording?" he asked

Anastasia looked him in the eyes with a hard look.

"I destroyed it….flushed it down the toilet"

"YOU DID WHAT!" John roared at the top of his lungs but he didn't get a chance to continue because it was at that moment that a whole side section of their penthouse was blown inward.

**KABOOOOOOOOOOOM!** The explosion ripped through balcony side of the penthouse and sent John and Anastasia flying to the side.

* * *

John's ears were ringing but his adrenaline was pumping so he was able to re-orient himself. He rolled over and pushed the coffee table off of himself and he looked at the giant hole in their penthouse.

As he looked it was then that three individuals suddenly de-cloaked and appeared by the new entrance. Each of the men were wearing silver and blue metal armor with a metal face mask over their faces. He could see that the men were of different sizes and shapes, one was short, the other was of average height and the other towered over the two.

'_Who are they….could they be from Hydra….has Hydra found…Oh NO ANASTASIA'_ John thought. He quickly looked around and he say her not to far away but she was out cold.

"No.." John started but he was stopped by the short armored man walking forward.

John turned to face the diminutive man; the face mask upon the man's face receded into the armor and the face of Fancy Dan could be seen.

"John Hardy I presume" he said, his Brooklyn accent present.

"Who are you" John demanded while slowly rising to his feet.

"We're **the Enforcers** and The Kingpin would like a word" he said before jumping forward with a flying kick.

* * *

He sailed forward and quicker than John could act nailed him in the face with the kick. John felt Fancy Dan's metal foot and pain exploded upon his face, the kick knocked him back and to the ground hard.

"WHOOO I'M LOVIN THIS UPGRADE!" Fancy Dan shouted, "I'VE NEVER MOVED THAT FAST BEFORE!"

"Why do you get to have all the fun though?" Montana asked.

Fancy Dan glanced at him and then smirked.

"Fine. Coming your way"

Fancy Dan stormed over to the downed John and was getting ready to grab him when John suddenly rolled up to his feet and into a crouch. The aged thief was bleeding from a busted lip but he wasn't out. John prepared his super soldier muscles and he lunged forward with a punch, Fancy Dan's eyes widen at John's speed but his surprise triggered his face mask that quickly appeared on his face. John's fist hit the face mask hard and it caused Fancy Dan to take one step back.

John grimaced a bit, he hit Fancy Dad hard but the metal armor upon him was tough.

"Ow" Fancy Dan stated.

He came around with punch that caught John upon the jaw and knocked him into the counter. John recovered and rushed in with a kick. Fancy Dan saw the kick coming and was about to respond with punch but a metal lasso appeared and ensnared John's oncoming foot and halted it in place.

John turned to see the lasso connected to the wrist of Montana, whose face mask receded into his suit.

"You're taking too long Dan" he said before effortlessly yanking John towards him.

Montana saw him coming and he quickly stepped to the side and let armor Ox step forward and delivered a powerful punch directly upon John's face knocking him down to the ground in a heap.

Montana glanced at Ox and then to John who was down on the ground groaning.

"Whoo that looked like it hurt" he commented

"I'm pretty sure I broke his nose" Ox chimed slammed his armored right fist into his left palm.

"It don't matter.." started Fancy Dan as he walked over and stood over John "The Kingpin didn't say we couldn't rough him up. Just to bring him and his family"

"N-No" John groaned as he heard them, he tried to get up but a kick from Ox kept him down upon the ground.

"Stay down pretty boy" stated Ox.

Fancy Dan held out his wrist and from his wrist out shot three needles that hit John in the neck. A look of horror flashed across his face before he knew nothing but darkness.

"Well, that was disappointingly easy" Montanna commented.

"Mmmmm" came a moan.

The Enforcers turned to see Anastasia waking from her force slumber.

* * *

The eyes of Anastasia Hardy slowly began to part and with her return to consciousness her head filled with pain. Slowly a bloodied and cut hand went to her head where she felt a very large lump. She touched it slightly and had to recoil because of the pain.

_'What happened'_ she thought to herself but she was broken from her thoughts by the sound of heavy footsteps heading towards her. Her hazy vision cleared in time to see Fancy Dan standing over her.

"W-W-Wh.." she started.

Fancy Dan held up his arm and from a slot upon his armor wrist out shot two darts that hit Anastasia in the neck. She felt the sharp prick of the needles but the sting of the needles disappeared as sleep took hold of her.

* * *

"It was supposed to be easy Montana, since we got our new gear a lot of things will be coming to us easily." Said Fancy Dan as he stared down at the unconscious Anastasia "We're the Kingpin's new muscle and we best keep showing her why she needs us. I'll take these two back to the lab. You two go after the daughters"

"I call dibs on the hot 20 year old" said Ox

"I don't care…I like the little girl with the white hair the best" came Montana's voice.

"LISTEN!" Fancy Dan shouted at them "This ain't no pleasure run boys this is our shot at the big times, remember. We've been waitin for a long time for this, ever since we were under than no good sonuva bitch Wilson Fisk. Vanessa Fisk is different she actually gave us a chance to prove ourselves and we're not going to screw this up, so get ya heads in the game." Fancy Dan command.

Montana and Ox glanced at each other for a second before turning back to Fancy Dan who was easily picking up Anastasia.

"You're right Dan, this is our shot at the big leagues" Montana conceded, "And I for one ain't gonna screw it up. I'll take care of the teen"

"And I got the other daughter"

"Good. Get going"

Montana and Ox nodded their heads and they started for the open hole in the penthouse, with a thought the backs of their armor opened up and a two sets of small thrusters protruded out. The thrusters suddenly came to life and propelled the two of them out of the hole and to their destinations leaving Fancy Dan to handle the unconscious Hardy's. The diminutive man already had Anastasia in one hand, so he walked towards John and he easily picked him up as well. He grinned as he saw himself displaying such strength. The suit that Alystair Smythe had given him made him feel powerful which was something he and his crew had been craving to feel for years, ever since they joined up with Fisk. Now that he and the other Enforcers had their power they would do anything to make sure that they kept hold of it and so Fancy Dan with John and Anastasia in tow walked towards the blown opening and he concentrated. Two small thrusters on his back similar to Montana's and Ox's, protruded outward and allowed him to fly through the hole with his targets.

* * *

**END CHAPTER: READ AND REVIEW! **** Hey readers it's me again Nomad88 back again with another chapter and the closing comments. First off as always a big THANK YOU goes out to all of you. You all came back to this story after such a long wait and you each left me some heart felt reviews and life advice and I sincerely and deeply want to say thank you to all of you. I'm going through a tough transitional period but writing keeps me sane and reviews keep me happy LOL! So again thank you. I hope you all enjoyed the chapter. I know I know no Spidey showdown or Black Cat meet up I know just another set up chapter but as always my chapters are super long and so I had to break it up to keep it from dragging on and on and so the beat down knock out fight you all were hoping for comes in the next chapter along with Peter Parker and Felicia Hardy meeting for the first time. FIRST TIME MEETING between two characters who…some argue were meant to be together. I'm inclined to agree to a certain extent. I'm a fan of all three pairings but which one will I choose for this story..dun dun dun. LOL! Anyway A chapter MANY MANY MANY MANY of you have been patiently waiting on is coming up next…that's right NEXT! So I hope to see all of you there and before I go again thank you for the comments and please continue to review( A writer's main source of motivation), and I'll see you loyal readers next time. This is Nomad88 saying later….**

**Ps: It's official….I know I said I think last chapter but it's official Superior Spider-Man is green light for another year. I know some of you are probably tired of me talking about it but I just can't help it. Superior Spider-Man just completely rubs me the wrong way. This comic Marvel is publishing has made me...****DROP**** Spider-Man, the one character I always look forward to reading about….so that's saying a lot about how much I don't like what's going on. And a lot of you have dropped the book as well and don't like it either but apparently there are more people that like Superior than there are that don't so….we're getting a second year of this **_**'story'**_** of Doctor Octopus' being Spider-Man story and I get the feeling we're going to get a third year as well, more than likely with the way things are and it supposedly being Marvel's top selling comic month in and month out. A third year of Superior is probably imminent. So my fellow Peter Parkerites we're in for a long long wait. Again I'm sorry to everyone who's tired of me ranting about it but I just can't help it. Oh has anyone seen the solicits for SSM # 20 Doc Ock and Black Cat may be getting together, plus a major development that's going to affect Spider-Man for the next decade. Definitely ****not**** looking forward to that. Anyway leave your comments in the review or send me a PM and I'll get back to you ASAP. This is me Nomad88 saying later…**

** : THe WOLVERINE! A Definite step in the right directions in my opinion. Also HUGH JACKMAN BACK AS WOLVERINE AWESOME! anyway what were your thoughts my loyal fans. Like, Dislike or somewhere in the middle. Also who stayed and saw the end credit tease for Days of Future Past!**

**Next up: Felicia Hardy aka the Black Cat **


	81. Felicia Hardy aka The Black Cat

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hello readers it's me Nomad88 back again back again and….back again LOL! With an all new chapter in this spectacular and amazing Spider-Man Universe I've created. First though WHOOOOOOOOOOOOOO! 800 REVIEWS! 800 are you serious. That is insane! THANK YOU! THANK YOU! THANK YOU! TO EVERYONE! Who has read and reviewed this story and made it into the beast that it is…I can't believe that this story has gone on to make it to 800 reviews. I never dreamed that this story would be the success that it is but that's in part to all of you for sticking with me through thick and thin. I know this story has had its ups and downs but again thank you for gutting it out. Volume 2 is a huge chunk of the series and every time I put my finger on the spot where I want to end it..it only gets bigger. But anyway thanks again and here's to another 100 reviews. NOW! NOW! NOW it's time….IT'S TIME FOR THE CHAPTER YOU'VE ALL BEEN WAITING ON! Felicia Hardy and Peter Parker meeting for the first time…Spider-man and Black Cat in the same room together for the first count it FIRST TIME! WHAT SORT OF CRAZINESS IS GONNA HAPPEN! Oh and this chapter is a continuation of the last chapter which ended on a cliffhanger. Anyway I don't want to say too much seeing as how this chapter has been set up already so just READ, REVIEW (A writer's Main source of motivation) and of course ENJOY! WHOOOOOO! 800!**

* * *

**Chapter 72: Felicia Hardy aka The Black Cat**

**Train- 7:20am**

Felicia leaned against the metal door of the train with her arms folded across her chest. She glanced to her left and to her right and she saw all of the people crowded upon the train cart, all of them heading somewhere into the city for some reason. The young thief reached up to the blonde wig on her head and she carefully scratched the very annoying itch.

'_I freaking hate this itchy, ghastly, stupid WIG!'_ Felicia screamed in her mind, she wanted to rip the thing off of her head and let her platinum white hair flow but she restrained herself, she kept her feelings in check, _'Keep your cool girl…keep your cool. The wig itches and its ugly….well it's not ugly since it's on you but that's beside the point. Keep your mind on your goal, just stay focused on taking down Oscorp. Dad thinks he's the only one who can get this family out of the gutter and he thinks he's only one who can get dirt on someone, well he's sorely mistaken. If the Cat is taking on Fisk, then the Black Cat is taking on Osborn'_

At that thought Felicia let a smile grace her lips.

* * *

**Downtown Manhattan- 7:25 am**

Valerie Hardy sat patiently in the yellow taxi cab; not long after she had left the penthouse she had hopped into a cab and the cab ran smack into the early morning traffic jam.

"Sorry bout this Miss" the cabby called from the front.

"It's fine" Valerie replied back "I'm not really in a rush to get where I'm going" she said under her breath.

Valerie stared out of the window and let her mind wander to what she was about to do; she had debating on it for the past couple of weeks but after her research yesterday she finally decided that it was time to visit her father…Adrian Toomes. The thought of him sent a shiver of fright down her spine, mostly because the last time she saw him he tried to kill her and her mother but now that she knew that he was her father, her need to know more about him pushed the fright away, at least for now. Valerie had no idea how she would feel when she saw him again but she wanted to hear his side of things.

Ever since the incident she had only been hearing her mother's side of things but now she wanted to hear his side, and what led him to be **The Vulture**.

'_I have to hear from him….I have to'_ Valerie thought.

**HONK! HONK!** Went the sound of the cab driver hitting his horn.

* * *

**Up Above- 7:35am**

"Uhhh look at that traffic" Spider-Man commented to himself while he was securely stuck to the wall of a building that was overlooking the sea of cars and vehicles that were bumper to bumper down below, "I bet the subway isn't much better or the bus for that matter. It's time like this I'm so glad I get travel by air; I mean it is the best way to travel. What time is it?"

Spider-Man looked around for a second until he spotted a clock with the time on it and upon seeing the time he released a sigh.

'_I guess I should head to school, by the time I get there the first bell should be ringing' _

Spider-Man pushed off from the side of the building and he swung away.

Spider-Man swung high in the sky with the intentions of heading towards Midtown High School.

* * *

'_Alright powers that be…I'm heading into Day number 2 of my senior year of High School. I wonder what you're gonna throw my way today, so far I've got a plate full of problems I've got to deal with and I'm hoping I don't get anymore. Although with everything that's happening at school I forgot about my biggest problem, which is on the home front. My Aunt is gonna start dating again. AH! Just the thought of that gives me goosebumps and not the good kind of goosebumps, these are the kind that let's you know Jason Vorhees or Michael Myers or Freddy Kruger is lurking right around the corner ready chop my head off. Why now though I wonder. Why is she choosing to start dating again now?' _

Spider-Man let go of the web in his hand and he did a flip in the air, he then spiraled downwards for a few seconds until he shot a web and swung back upwards and in-between two buildings.

* * *

'_Whatever, I don't care….no I do care. I don't want some other guy with my Aunt. And she doesn't need to date….ugh..listen to me whining. You know I'm starting to think that Mary Jane was right. It has been a long time….not long enough in my opinion but this isn't about me. It's about Aunt May, she does deserve some happiness right…right…oh I don't know this….this….Spider sense' _

Spider-Man felt his spider-sense come to life and while he was swinging through the air he turned his head in the direction he felt the danger and he saw something flying through the air and towards the direction he just came from; the wall-crawler let go of the web and he stuck to a billboard and he narrowed his eyes at the rapidly flying object that passed him.

"What the hell is that!?" Spider-Man exclaimed, "It looked like a guy in a metal suit. Could that be Iron Man testing out a different color scheme or something?" he questioned "I don't know, but if it was Iron Man I don't think my Spider-sense would be buzzing...ahh man, I guess I'm going to be late….again, jeez"

Spider-Man hopped off of the billboard and swung after the suited flying man.

* * *

**In the Air**

Ox flew through the air and he looked down at the bumper to bumper traffic that was below him. He concentrated and his thrusters stopped pushing him forward and allowed him to hover in the air. The face mask that was on his face had a gps signal for Valerie Hardy but the signal was starting to fade and fade until it suddenly disappeared from his sight.

"Hey!" Ox grunted when he saw her signal disappear "What happened?"

**KRZZZZZ** went a sound in his ear.

"_Ox"_ came the unmistakable voice of Alistair Smythe.

"Smythe what happened to the thing?" Ox asked.

"_My probe has lost power. The probe that was following the Hardy girl has gone dead."_ He replied over the line.

"Why!?" Ox shouted.

"_Because it is an experimental probe…meaning that I have yet to test it fully. I now know how long the power on my probes last"_ Alistair replied in a slow and calm voice.

"Well what am I supposed to do now? The Kingpin wants this girl and I'm gonna deliver her"

"_Relax Ox. You're in the general vicinity. I'm looking at the feed through your face mask and the girl is somewhere below you in a taxi cab." _

Ox looked down to see a sea of taxi cabs.

"How am I supposed to find her…?"

"_I guess you'll have to look through all of them"_ Alistair replied with a bit of humor in his voice.

Ox was about to responded when he looked at his armored hands, he balled up his fingers into a fists and he listened to the sound of the metal material grinding together and he felt a sense of power wash over him.

"Hmph….why not?" The burly thug said as his grin grew. He then leaned forward and flew down towards the sea of yellow cabs.

* * *

**Down Below- Taxi Cab**

**HONK! HONK!**

"MOVE UP YA JERK!" The Cabbie shouted

Valerie heaved a sigh and sunk a little lower in her seat.

"Again Miss I'm sorry about…" The cabbie started.

**BOOOOOM!** Went the sound of Ox landing on the hood of a taxi cab that was two cars ahead of them.

"WHAT THE HELL!" Valerie shouted in shock of seeing Ox.

She and the Cabbie watched as Ox grabbed the roof of the taxi cab and effortlessly rip it off and throw it to the side.

* * *

**Ox**

Ox glanced at the thrown roof and then at his hands and he let out a loud laugh to himself at the display of power, he had always been strong but he had never been overwhelmingly powerful as he is now and he was enjoying every second. The enhanced Enforcer looked away from his hands and into the cab but he didn't see Valerie he saw a business man and woman cowering in fear.

"VALERIE HARDY YOUR KNIGHT IN SHINNING ARMOR IS HERE!" Ox yelled looking away from them, "VALERIEEEE COME OUT TO PLAAAAAYAAAA!"

Ox hopped off of the cab, he landed on the street with a thud. He grabbed the bottom of the taxi he just hopped off of with one hand and he yanked it out of his way. The people in the cab went flying out and to the ground and the cab went flying to the sidewalk where it smashed into the pavement loudly.

"VALERIE HARDY!"

Ox looked to the left and he saw a taxi next to him. He stepped to the taxi and grabbed the driver's side and back-side car door. He grabbed the metal and effortlessly ripped the doors off the hinges. He looked into the cab to see a woman cowering away from him in the back but it wasn't Valerie.

* * *

**Valerie**

Valerie heard Ox calling her name again but she only sank further into her seat.

"Who the hell is that and what does he want from me?" she whispered to herself.

"HE'S AFTER YOU?!" the Cabbie called out from the front hearing her whisper.

"NO!" Valerie shouted back quickly realizing her mistake, "No…I-I didn't say anything"

"BULLSH**! I HEARD YOU! GET OUT OF MY CAB! GET OUT! GET OUT!"

"ARE YOU CRAZY I'M NOT GETTING OUT!"

"VALERIE!" came Ox's shout.

* * *

**Outside**

Ox smashed his fist through the window of another cab and he peeked inside.

"VAL…" Ox started again before he was interrupted.

"INCOMING!"

Ox turned his head in time get two red boots to the face.

**BAM! **

* * *

Ox felt the impact from the sudden strike and the strength behind the hit made him had to take several steps back but he recovered and shook his head and looked around for the culprit but he didn't have to search long before he saw Spider-Man land on the hood of a Taxi that was next to him.

"SPIDER-MAN!" Ox exclaimed.

"…" Spider-man opened his mouth and raised a hand and was about to respond when he tilted his head to the side and looked Ox up and down and then lowered his hand, "….I got nothing, I have no idea who you are…who are you, I'm sure you have some elaborate name or something to go with that outfit"

"My name is Ox"

"Ox? Huh…well I guess I can't be right all the time. Ox going with the one name thing huh…like Madonna or…" Spider-Man started to responded before his spider-sense told him to move.

Ox rushed forward and slammed his fist down onto the hood of the taxi cab badly denting it but completely missing his target. The super-strong Enforcer turned to the right to see Spider-Man on the trunk of another taxi.

"Or Cher…..Missed me" he taunted _'This is guy is true to his name though…he's strong as an ox…if the ox was on steroids and in…what is that..is that armor' _ Spider-Man's spider sense started to buzz '_Whatever he's got on doesn't matter, I gotta stay ahead of him…use my speed and lead him away from civilians' _

Spider-Man raised both of his hands and waved him over.

"Come on Ox tail this way"

Ox let out a growl and with a single thought his thrusters came to life. He ran forward with his thrusters propelling him towards Spider-Man.

"RAHHHHHH!" he yelled

Spider-Man sensed him coming hopped over the punch that was designed to take his head off. The agile wall-crawler rolled in air and kicked Ox in the back of the head. Ox felt the hit and whipped around with a quick back fist but Spidey in mid-air rolled out of the way and landed on the ground in a crouch.

Spider-Man shot up with a powerful uppercut, he then came across with a powerful right cross that rattled Ox's face mask.

Ox took a few more steps back and shook his head, he let out another growl and raised both hands and tried to come down onto Spider-Man's head but Spidey sprung backwards and out of the way.

"Missed AGAIN!" Spider-Man yelled.

* * *

**Taxi**

"GET OUT OF MY TAXI!"

"I WILL DO NO SUCH THING! DO YOU NOT SEE THAT GUY OUT THERE!" Valerie hollered back.

"SPIDER-MAN IS OUT THERE FIGHTING HIM!" the cabbie shouted.

Valerie heard the response and she carefully rose up from the back seat to see Spider-Man and the armored man that was calling her name battling in the middle of the street.

"SEE!" the cabbie shouted "NOW GET OUT!"

Seeing Spider-Man sent relief flooding through Valerie.

"GET OUT!"

"ALRIGHT!" Valerie yelled back. She reached up to the door and she pulled the handle and pushed the door open.

* * *

**Outside**

"STAND STILL!"

Spider-Man sprung off his hands and into a crouch in front of Ox.

"If I had a nickel for every time I heard that I'd have about….12 nickel which wouldn't even be enough to ride the train, so by all means keep saying it"

Ox snarled to himself as he eyed Spider-Man but his attention was drawn away when he looked up to see Valerie Hardy falling out of a taxi.

"VALERIE!" Ox shouted.

* * *

Spider-man turned around and looked to see where Ox was looking and he saw her, _'Wait a minute she looks familiar….Hardy…..hold on I do I know her….she's the girl from the whole Vulture incident….what does he want from her?' _

* * *

Valerie slowly stood to her feet and looked towards Ox and stared at him long and hard.

"Who are you and what do you want from me?" she announced loudly but it went unanswered.

* * *

Ox saw her and he let a grin cross his face; with a thought the thrusters on his back came to life. The Enforcer lifted up off of the ground, he leaned forward and quickly flew over Spider-Man and towards her.

Valerie saw him coming and she gasped in fright but right before he reached her she saw Spider-Man flip into the air and land on top of Ox's back throwing him off course and sending the two of them spiraling away from her and into the air.

* * *

**In the Air**

"Hey Ox how about a piggyback ride!" Spider-Man shouted.

"GET OFF!" Ox growled while thrashing around.

Ox's thrashing causing them to spin further and further out of control but Spider-Man was clung to his back despite the spinning.

"Get off….if I had a nickel for every time…"Spider-Man started but his quip was interrupted by his spider-sense going into overdrive. A powerful electric surge erupted from Ox's armor and coursed through Spider-Man's body.

"AUUUGHHHHHHHARGH!" the wall-crawler shouted as he felt the charge. Spider-Man disconnected from Ox and he started to fall through the air. Ox felt the loss of added weight and it gave him the chance to right himself. He rolled in the air one last time and then he hovered in the air, he looked down to see Spider-Man twisting downward.

* * *

"Damn insect. Wait…what just happened?"

**KRZZZZZ**

"_I happened" _

"Smythe!?" Ox questioned

"_Who else would it be, now hurry and get back to the base Ox" _

"But the girl"

"_NOW!" _

"I don't take orders from you Smythe. I take em from the Kingpin and she says she wants the girl s I'm gonna….."

"**OVERIDE IN PROGRESS**" came a voice from Ox's suit.

Ox's legs and arms suddenly went rigid and snapped to his side, his thrusters intensified and before he knew what was happening Ox rocketed even higher into the air and away from Downtown.

* * *

**Free Fall**

"Uffff…." Grunted Spider-Man _'This is embarrassing'_ he thought to himself as he continued to twist downward to the streets below. Spider-man gritted his teeth and he righted himself in the air. He could see the ground was coming closer and so he lifted his hand and fired a web. The web-line connected to a building and the wall-crawler swung himself to safety.

Spider-Man stuck to window and he shook the cobwebs from his head and then looked to the sky. He could see Ox's trail as he flew through the morning sky.

"Well, that was strange, but definitely not the strangest thing to happen to me this year", Spider-Man turned his head back towards the sea of taxi's and he looked down, '_I wonder though why was he after that girl' _

* * *

**Down Below**

Valerie leaned against one of the taxi's and she put a hand to her heart in an attempt to stop it from beating so fast.

**THUD! **Went a sound. Valerie jumped in fright until she looked to the right to see Spider-Man rising up.

"Easy, it's just me, are you alright?" he asked walking towards her.

"I'm fine, thanks for the save"

"No problem it's kinda my thing…so, you know that clown back there?"

"No Spider-Man I don't. I have no idea who that was." She answered quickly

"Well he seemed to know you."

"Lucky Me" she responded wistfully.

"He's gone for now.."

"For now?" Valerie questioned, "You mean you didn't beat him"

"No, he….got away"

"He got away!" she exclaimed "Well what's to stop him from coming back?"

**WHOOOO! WHOOO!**

Spider-Man and Valerie turned to see police cars and sirens heading their way.

"Good the police are coming, Ms. Hardy…"

"Valerie" she corrected.

"Valerie, the police will handle it from here, they'll put you in protective custody until I get back."

"Until you get back"

"Yes, I'll be back to get to the bottom of this later today, that guy is gone but something tells me he'll be back but not for a few hours, but again you'll be in protective custody. When the police get here tell them to take you to Captain Stacy or Lieutenant Lee and tell them I sent you. I have somewhere to be but if you need me…call me with this."

Spider-Man reached towards his utility belt and he retrieved a red spider tracer, he handed it to Valerie and she looked down at the little device.

"Click it twice and I'll be on my way"

Valerie nodded her head and closed her hands. Spider-Man took a step back and then he turned and jumped in the air. He fired a web and he swung away hoping to reach Midtown High before the final bell.

* * *

**40 Minutes Later- Midtown High- Roof**

'_Damn it…I'm Late…I'm late…second day of school and I'm late' _Spider-man thought to himself as he ran across the roof. He reached a shaded area of the roof and he quickly took the book-bag off of his back he opened it to reveal a set of clothes inside, _'I can't believe it took me 10 minutes to remember where I put my book bag sonuva….come on lady luck cut me some slack'_ he thought to himself as he removed his mask and pulled the clothes from the book-bag.

* * *

**Inside Midtown High-**

Peter burst from the doors that led to the roof and he ran down the hallway and towards his first period class. He ran and ran and then rounded a corner and just when he reached the door of his first period class.

**RING!**

Peter stood there with a cringe on his face, he let out a sigh. The door to the classroom quickly opened and students poured out of the classroom and the previously empty hallway was filled with dozens of students.

'_And I not only late but I missed first period…great' _

* * *

**Hallway**

Harold Osborn slowly strolled down the crowded hallway of Midtown High, and as he moved the chattering teens around him gave him a wide berth which suited him just fine. Harold's cold eyes dance across each teens face as he passed them by but his contempt for each of them did not show upon his face.

'_This is ridiculous'_ he thought to himself angrily '_I should not have to sacrifice my time to be here. Principle Coulson wants to be unreasonable…fine, he'll find out just how unreasonable I can be….but the question is how do I do this? How do I get rid of him?'_

* * *

**Nearby**

Harold continued to his trek through the hallway but as he made his way through he was completely unaware of a set of beautiful green eyes upon him.

"Time to make my presence known to the enemy"

* * *

**Lockers**

Harold put in the combination to his locker and he quickly opened it, he grabbed the single item inside and that was his cell phone. He looked at the screen and he saw that he had a total of 20 missed phone calls within the past hour.

'_Damn it…this is exactly why I don't need to be in school' _

"HOT DAMN!" came a loud shout followed by a few loud but soft murmuring.

Harold paid no attention to the murmuring; he was too involved in his phone and the people who had attempted to call him.

"Dude….she is sooo hot" came a whisper.

"Who the hell is that?"

Harold looked at the names and he pursed his lips together and pocketed the phone. He grabbed hold of his open locker door and he slammed it shut but upon slamming it shut something or someone rather caught his eye. He turned his head to the right to see one of the most gorgeous teens he had ever seen leaning against the lockers staring at him with a beautiful smile upon her lips. She had blonde hair, green eyes, perfect smile and shape and the mere sight of her caused him to pause but it was only for a moment.

* * *

The blonde haired teen pushed off the lockers a bit and she stood in front of him, they were relatively the same height so they were able to look each other in the eyes.

"Harry Osborn I presume" came her alluring English accented voice.

Harold composed himself by adjusting his suit and standing straight and poised.

"It's Harold Osborn actually, but you seem to have me at a lost…who might you be?" he asked with a small smile upon his lips while holding out his hand.

She took her manicured hand out of her black jacket and placed it in his outstretched one.

"My name is Felicia Hardy" she replied shaking his hand. Harold shook her hand and then gave the back of it a kiss.

"Pleasure." He said releasing his hold "Hardy, I presume that Anastasia Hardy is your mother"

"You would be correct."

"Jesus" came a whisper from guy that walked past the two of them.

* * *

Harold glance to the right to see several guys his age passing the two of them by and every last one of them had their eyes locked upon Felicia.

He paid them no mind and turned his eyes back to Felicia who in the brief moment of inattentiveness had stepped a bit closer and found herself in his personal space. She was so close to him that he could smell her very expensive but highly effective perfume. He breathed in the scent and he locked eyes with her.

Felicia stared into his eyes; when she got to Midtown High she made it a point to find him and she found him rather quickly. And so from a distance she had studied him…watched him very closely; his posture, his walk, his demeanor, everything and now all that was left for her to determine what kind of person he was, was to look into his eyes. She could see that he was a very serious person but there was something else about him though, something deep but not necessarily hidden. She couldn't really tell what it was but she could sense that it was…dangerous, and that piqued her interest in him ten-fold.

Felicia cocked her head to the side a bit and let her smile widen.

"You're not exactly what I was expecting" she said in a low voice.

"What were you expecting?" Harold replied in the same low voice.

"Not you. You're something else."

"And what am I?"

"Dangerous" she replied in a chuckle stepping even closer to him.

Harold let his small smile grow into a larger one, he looked at her and how close she was to him and he had to raise an eyebrow.

"You know you're in my personal space right?"

"Good" Felicia replied leaning her head closer to his and almost allowing their lips to touch before moving away from him "I'm in your personal space because you're all in mine"

Harold furrowed his brow for a second in confusion.

"What are you referring to?" he asked.

"Oscorp moving in on the Hardy foundation." She replied folding her arms across her chest.

"Ah, I see, well. It's not my fault that your mother's company has been run into the ground; take that up with whoever was in charge."

"Back off Osborn"

"No" he replied with a smile, "The Hardy Foundation is drowning and there is blood in the water"

"And like a great white you coming searching"

"Natural instincts I'm afraid" he said giving her a hard stare.

Felicia returned his stare.

**RING!** Went the sound of the bell. Harold heard the ring and he adjusted his suit once again and he started forward. He walked until he was standing right to next to her but she didn't look at him, she continued to look forward.

"Tell your mother that I'm looking forward to gutting the Hardy Foundation from top to bottom. Again though it was a pleasure"

Harold continued on his way leaving Felicia standing there with a smirk on her face.

"Hmph….dangerous indeed" she said in a low voice while glancing over her shoulder and watching him walk away, "Too bad for you I happened to like danger"

* * *

**Elsewhere- In the Air- 9:45am **

A cloaked Montana flew aimlessly through the air; he had been flying around for the past couple of hours or so in an attempt to locate his target Felicia Hardy. He had lost track of her not long after he started on her trail but that was because the probe that was following her had lost power. He had wanted to call back to the Research center but he didn't want to seem incompetent and so despite doing the logical thing he did the illogical, and that was to search for her on his own.

"Damn it all….she could be anywhere" Montana grumbled angrily to himself "Then Goddamn it I'll search everywhere…I'll…."

**KRZZZZZZZZ** went a sound in Montana's ear.

"_Montana" came the voice of Alistair Smythe._

"Yeah" he answered

"_Have you acquired the other daughter yet?" he asked hurried._

"…..no" Montana reluctantly answered, "You're damn probe thing lost power….I found it in one of the tunnels completely dead"

"_Why didn't you tell me earlier?" _

"Don't worry why I didn't tell you earlier"

"_Idiot. Hold on." _

Montana stopped is his flying and he hovered in the air. The viewing screen upon his face changed into a full 3D layout of New York City.

"What are you doing?"

"_I'm helping you to locate your target. There are only so many places she could be." _

"I don't know how long you've been stuck in that lab of yours Smythe but this is New York….she could be anywhere in the five boroughs."

"_It's Tuesday" _Smythe responded calmly

"What the hell does that mean?"

Upon Montana's viewing screen the train routes pulled up and one train in particular was highlight.

"_This is the train that she took, my probe managed to make it this far before it lost power. This train goes along this line and it stops along…she's at Midtown High" _

"And how do you know that?"

"_Because….it's Tuesday, a school day" _

"She might've ditched school….I used to all the time."

"_Except she comes from a background where it's encouraged to go to school" _Smythe replied over the line.

"_SMYTHE YOU SONUVA BITCH!" _came the loud shout from a voice that Montana recognized.

"Was that Ox?"

"_Get the girl and hurry up. And be careful…if you run into Spider-Man…do not engage him. I repeat do not engage him." _

**KRZZZZZZZ**

"You want me to run away from Spider-Man if I see him….no way that's happening, with these new enhancement, I'll wipe the floor with the bug"

Montana smirked to himself, he activated the cloaking device on his suit and then he leaned forward and flew off, heading straight for Midtown High.

* * *

**Midtown High- 9:55am**

**RING!**

The school bell rang and once again the hallways of Midtown High were filled to the brim with students, each scrambling to get to their lockers and to their next class.

Peter Parker slowly walked out of his second period class and into the buzzing hallway.

'_Day two is well underway and I've already run into a man in an armored suit. I wonder what that was all about, I just can't stop thinking about it or the girl he was after….what was…Valerie Hardy. That was her name, she looked pretty shook up…maybe I should have stayed with…." _

"DUDE HAVE YOU SEEN HERE!" came a shouted that broke Peter from his inner thoughts.

He looked to the left to see several guys in a semi-huddle.

* * *

"Yeah I've seen her and see has to be the hottest girl in this school."

"Impossible that title goes to Mary Jane Watson"

"No, this girl is better. She's a hundred on a 10 point scale"

"I haven't seen her. What does she look like" one of the guys asked.

"She's got blonde hair"

* * *

Peter shook his head but then he turned to the right when he heard a similar conversation coming from another group of guys.

"Blonde hair…green eyes, and her body"

Peter turned away from the group and he side-stepped a group of guys that were in front of him.

"Her body is insane, INSANE I TELL YOU!"

Peter stopped his walking and he looked to his left and right again and then all around and it seemed that everyone even a few of the girls were all talking about the same thing that was the new girl in school.

"Am I missing something?" he asked himself quietly.

"PETE YOU MISSED HER!" came a loud shout.

Peter looked to see Jason Ionello rushing towards him.

'_Apparently I am'_ he thought to himself "Hey Jason"

* * *

Jason reached him and he had a huge smile plastered upon his lips, he took a moment to catch his breath before he started again.

"Did you see which way she went by any chance did you?" he asked

"See who?"

"The new girl you idiot. How could you not have heard about her?" Jason asked in a shocked tone.

"I've been a bit preoccupied, who is she?"

"I don't know her name; all I know is that she's a senior, she's hot, she's blonde, she's hot, she single, did I mention that she was h…"

"Hot" Peter interrupted "Yeah you did once or twice. Anything else?"

"I know that earlier today she was all over your friend Osborn" Jason said offhandedly

"Really?" Peter questioned.

"Yeah, some guys have all the luck, he's young, more money than any of us, a million dollar company, his own limo and now he's got the hottest girl in school all over him."

"Yeah….lucky him." Peter responded, "By the way you probably shouldn't let Liz hear you talking like that"

"Liz knows how I feel…but the thing is you haven't seen this girl, but you'll see her eventually at some point and when you do you'll understand"

"I'm sure" Peter replied sarcastically.

Jason looked around for a quick second and he started to the right.

"Look I'll see you later, I'm going to see if I can find her" Jason said as he briskly walked away.

Peter just looked at him and he shook his head, but he stopped when he continued to look around and see people still muttering about the new girl.

'_She must be something if everyone is talking about her….but how great could she be?' _

**RING!**

* * *

**Later- English Class**

Felicia Hardy sat in her English class completely oblivious to the fact that every guy was staring at her or trying their best not to be seen staring at her. She was also oblivious to the fact that every girl was looking at her with hate in their eyes because all of the attention she was receiving. She was oblivious to all of this because firstly she used to being the center of attention and secondly her mind was solely on Harold Osborn. Felicia lightly tapped her manicured hands upon her desk as her mind replayed the brief first meeting between the two of them.

'_Hmmm…this is a strange turn of events' _she thought to herself '_I was expecting….actually if I'm being honest I didn't really know what to expect but….his eyes….his…him. He screams danger I can sense it and I find that incredibly interesting'_ she continued; Felicia bit her lip a bit and let a small smile grace her lips, but as quickly as the smile came it disappeared '_Whoa…reign it in there Cat, he's definitely a bad boy but remember this guy is trying to rob you and your family blind by stealing the company away. You have to take him down, but I wonder though….just how bad he is'_

"Good afternoon class!" The teacher exclaimed while entering the class room. All the attention on her disappeared and everyone turned to the teacher.

Felicia snapped herself from her thoughts and looked at the teacher, but when she looked at the teacher a reflection of light shined in her eye. She scrunched her eyes for a second and searched for the light that had briefly blinded her. She looked to her left and up a little bit to see none other than Liz Allen sitting a few seats across from her. Liz was sitting next to the window with a bored look upon her face.

Felicia looked at her but she focused on the bright light which was coming from Liz's expensive pendant. Felicia saw the pendant hanging from Liz's neck and reflecting the sunlight and she let a devilish grin cross her lips.

'_Ooooo pretty. Osborn may be bad but he's got nothing on me'_ Felicia thought to herself as a plan began to form in her mind.

* * *

**Math Class- Down the Hall**

'_I could use my bare hands to do it….but no….finger prints, police…unwanted attention'_ Harold thought to himself. He was sitting in the middle of the classroom with a slight scowl upon his face. The teacher at the front was going on about the lesson but the lesson was far from Harold's mind, he was focused on how he was going to get himself out of the classroom and back into his office, he was still seething over the fact that he had made an offer to Principle Coulson but not only did the Principle turn his offer down he threatened him and that was something that did not sit well with the young and unstable teen.

Harold slowly cracked his neck which garnered a look from the girl sitting next to him but he paid her no attention.

'_I could, instead of disposing him just go over his head to the school board…but that won't do me much good, in the end it will still be the Principle's choice to allow me to leave. So I have to do away with him and then make a…suggestion to the board for someone who's morals are a little bit more loose. But again the question is how?' _

"_**You know exactly how to end this Principle**_" came a voice.

Harold whipped to the right to see The Green Goblin inches away from him. Harold stared at the Goblin and the Goblin stared back. He put his gloved hands on the desk and he leaned a bit closer.

"_**You know exactly how to end him….all you have to do is ask**_"

'_You bring too much attention'_ Harold thought in his mind but the Goblin heard him as clear as day.

"But I don't"

Harold turned to the left to see his father Norman Osborn inches away from him. Norman leaned on the desk and a he eyed his son.

"You have a problem that needs to be handled delicately, so handle it as I would"

"_**NO!"**_ The Green Goblin shouted _**"That is not the way to handle this….do it my way, you know you want to…you've done it before and you're hooked….hooked on the power. I can see it now, right in your eyes, you're itching for freedom and I can give that to you. You're half-stepping…throw yourself into the Goblin pool, I promise the water is just fine….HAHAHAHAHAHA!" **_

"NO!" Norman yelled "Don't listen to him, listen to me"

'_And why should I do that?'_ Harold challenged.

"Because you are better than me son. I fell prey to the Goblin but where I failed you will succeed, because you are the son that I have always wanted. Now prove it and control this abomination." Norman demanded.

"_**CONTROL!" **_The Green Goblin shouted _**"That's all he's ever been about…CONTROL! CONTROL! CONTROL! WELL I SAY SCREW IT! LOOSE CONTROL AND LOOSE IT ALL OVER THIS PRINCIPLE COULSON! CONTROL IS FOR THE WEAK!" **_

'_QUIET BOTH OF YOU!'_ Harold roared in his mind _'Both of you are annoying me…be gone' _

"_**HAHAHAHAH!"**_ The Green Goblin laughed "_**You Can't get rid….."**_ he started before he suddenly disappeared.

Harold let a small smirk grace his lips when the Goblin disappeared but the smirk left when he noticed that his father was still standing there.

'_I said be gone' _

"You don't want me to really leave Harold; you know I'm right about this situation." Norman reasoned.

Harold turned his eyes away from him.

"Lincoln needed to be taught a lesson by the Goblin and the Goblin served his purpose, but despite his strength he lacks intelligence. He's a dumb brute. This situation is very precarious and needs to be handled delicately. You know what you need to do."

'_Yes I do'_ Harold replied.

"Then do it…and make me proud son"

Harold heard the last part and he turned to his father but he was gone.

* * *

**Police Precinct**

"Hello Miss Hardy, do you remember me I'm..." She started but was interrupted

"Detective Yuri Wantabe, I remember you from when you helped my mother and I a few months back. I've been sitting here for the past 3 and half hours" said Valerie.

The young Hardy woman was sitting in the waiting area of the Police precinct where she had been patiently waiting to see someone about her attack earlier in the morning. She was frustrated about the wait but she was even more frustrated that her original plans for the day had been ruined.

"I apologize for the wait but we're very backed up" Detective Watanabe responded in a calm voice.

"Well then hire more officers"

"If it were only that simple" Watanabe replied calmly, she was used to dealing with people being upset and so Valerie's demeanor and tone did not bother her in he slightest, "I just received word of your case and when I heard I came directly to you…you were attacked earlier this morning."

"Yes I was attacked" Valerie replied standing up from her seat, "I was attacked by….I don't know some guy in a suit…he was after me and…"

"Did you recognize him?" Watanabe asked.

"No"

"Do you think…..Do you think the Vulture was behind this?" Detective Watanabe asked carefully. She knew that it was a sensitive subject because she was the one that arrested the Vulture after he was defeated by Spider-Man. When he was being processed in their system he kept asking about his daughter….Valerie Hardy and she had asked the Hardy family about it when they arrived at the precinct but all she got was silence, which told her everything.

Valerie looked at her and pursed her lips into a thin line and turned away, she heaved a sigh and shook her head.

"No, I don't think….the Vulture was behind this."

Detective Watanabe nodded her head and decided to drop the subject.

"Would you be able to describe the man that attacked you?"

"Yes"

"I'll call the sketch artist and he'll do a sketch and we'll run it through the system to see if this guy has a record. In the meantime you'll stay here, and I'll send a unit to your home in Tribeca to bring your mother here"

"Why?" Valerie asked.

"Because if this guy is after you, he maybe after your mother as well. In fact you need to call her right now and tell her what's going on. Is there any other family you…."

"My sister Felicia. She's in school right now."

"Which school?" Watanabe asked.

"Midtown High"

"I'm going to call over there now and I'll send a unit over to pick her up as well and bring her to the precinct. All of you will be safe here."

"I doubt that Detective. This guy could toss taxi's like toy cars"

"What?"

"Yeah, he was smashing through cars with his fist and he was throwing them all over the place. So even though you're bringing my family here we won't be safe, the only way we'll be safe is if Spider-Man is here. He said he would be by here later and that I should talk to a Captain Stacy or Lieutenant Lee about putting me in protective custody until he arrived."

"He said that did he." Watanabe replied.

"Yes."

"Come on, I'll take you to Captain Stacy"

Detective Watanabe gently placed a hand upon Valerie's shoulder and she led her through the precinct and to Captain Stacy's office.

* * *

**Midtown High- Lunch-Room**

Peter maneuvered through the crowd of students and to the table that held his friends; Mary Jane, Liz, Jason, Gwen and Johnny, he waved at them and they waved back.

"Hey guys" he said while sitting down next to Mary Jane.

"Hey Pete" Mary Jane responded.

"So, Pete did you see here yet?" Jason asked quickly.

"No Jason, I still haven't seen the new girl yet" He answered.

"STILL!?" Jason exclaimed in shock "Dude...what's wrong with you?"

Peter rolled his eyes and looked away from Jason and at the rest of his friends.

"Have you guys seen the new girl?" he asked.

"Yeah" Liz and Mary Jane answered at the same time.

"I've seen her…and it's like staring into the sun she's so hot" Johnny answered in his usual cocky tone, his response though earned a solid elbow to his side from Gwen who gave him a look "But….she's got nothing on you Gwen, honest" he added.

Gwen scoffed and then looked at Peter.

"I saw her last period, she's…..very pretty."

"But…" went Peter "I'm sensing a but...…"

"Me too" Jason chimed under his breath but everyone heard him, they looked at him and could see that he was staring at the entrance of the cafeteria. They all followed his line of sight to see none other than Felicia Hardy walking in, and the moment she stepped in she had everyone's attention.

* * *

**Outside Midtown High**

Montana finished scouting out the school and he found himself standing in front of a window that looked into the cafeteria. He peered inside and the sensors in his suit quickly picked up on Felicia who was walking into the Cafeteria.

"Finally" Montana said "Now, all I have to do is…" he started but stopped when he heard something.

He glanced over his shoulder to see two police cars arriving in front of the school.

"What the hell" he whispered to himself.

He saw several officers exit the cars and start for the school.

'_Well…this won't do now will it'_ he said in his mind as he moved away from the window, his face mask appearing over his face as he moved towards the unsuspecting officers.

* * *

**Inside- Cafeteria**

"So that's her?" Peter asked.

"Yeah, that's Felicia Hardy" Jason replied.

**SCREEECH!** Went the sound of a chair being pushed back. The small group turned to see Liz standing up and storming away.

"LIZ!" Jason called seeing her walk away, he quickly got up and walked after her, leaving her friends stunned at her action.

"What's wrong with her?" Johnny asked.

Mary Jane let out a sigh and turned to him.

"She lost her pendent"

"Lost her pendent…you mean the very expensive pendent...how…" Peter trailed off, _'Spider-sense' _

Mary Jane's voice was tuned out as Peter slowly looked around for the danger he had sense but the nudge from his spider-sense was light, _'Is it danger or…something else…it's coming from…' _

Peter silently stood up from his seat at the table which only earned a look from his gathered friends.

"Pete?" Gwen questioned "Are you alright?"

* * *

**KRZZZZZZZZZZZZZZ** "WILL FELICIA HARDY PLEASE REPORT TO THE OFFICE! WILL FELICIA HARDY PLEASE REPORT TO THE OFFICE" **KRZZZZZZ**

* * *

Peter didn't even hear the voice over the PA system; he was too focused on what his spider sense was trying to tell him.

"I'm….I'm…yeah…." he said as he started walking towards the exit which is where his spider sense was leading him.

* * *

**Hallway**

Peter wandered out into the hallway and to the left. He slowly stalked down the hallway and with every step his spider-sense grew a bit stronger.

'_It's definitely something…but what is it though…it feels'_ he started before stopping. He had reached the end of the hallway and he was facing the double doors that would take him further into Midtown High. He stopped because whatever his spider-sense was leading him to told him that danger was right on the other side of the doors.

'_I need to change…but if I leave there is no guarantee that whatever is on the other side won't hurt anyone before I can get back I….' _

"Hey!" came an English accented voice.

* * *

Peter was broken from his inner thoughts by the accented voice; he whipped around and came face to face with **Felicia Hardy**.

"Hel..whoa" he responded looking at her. Like the others he was drawn into her gorgeous looks but it was only for the moment. He quickly cleared his thoughts and pushed her looks from his mind. He remembered that there were more pressing concerns for him to deal with, mainly with whatever was behind the double doors.

"You're kinda in my way" she said looking at him with curious eyes; she looked him up and down and shook her head briefly '_What a lame'_

"Uh" he started before turning back to the double doors and then back to her "Yeah I guess I am but um…uh….you can't go through here?" he finished feeling another nudge from his spider-sense.

"And why not?" she asked.

"Because….uh…uh….I said so."

"And who are you to tell me where I can and can't go?" she asked in a challenging tone.

"I'm…wait a minute who are you?"

"Felicia"

"Hi Felicia I'm…Peter Parker and I think it would probably be in your best interest to find another way to get where you're trying to go….where are you trying to go maybe I can help"

Felicia scrunched her eyes up at him for a second.

"It's none of your business where I'm going and I don't need your help"

"Ha-ha Ha-ha" Peter laughed nervously "You say that but you actually have no idea" he said while feeling his spider-sense buzzing again.

"Uh huh. Okay crazy I think it's you that needs the help" Felicia responded attempting to move past him but he got in her way.

"Listen to me you need to leave right now" he said urgently

"I'm trying, but you're in the way" She replied in an annoyed tone.

"No" Peter sighed in frustration "Look just go back down the hallway"

"Don't give me orders."

"I'm not giving you an order I'm giving you some friendly advice" he replied quickly, Peter reached up and gently grabbed her by the shoulder.

Felicia saw his hand upon her and a devilish grin crossed her face.

"Friendly advice huh….Well Pete I got some for you too"

'_SPIDER-SENSE!' _

Felicia lunged forward and delivered a solid head butt to Peter's face.

"GAH!" he gasped at the strike.

Felicia then delivered a solid uppercut and then grabbed the hand that was upon her shoulder and flipped Peter over her shoulder and to the ground.

"Look…but don't ever touch"

'_SPIDER-SENSE!' _

**BAM!** Came the loud sound of the double doors being kicked off of it's hinges.

* * *

"WHOA!" shouted Felicia ducking in the nick of time as the doors went flying over her head.

**CLANG!**

Both she and Peter looked to see what was attacking them and they both stared with wide eyes as Montana de-cloaked and raised his left wrist.

"Hello little lady, you're coming with me" he said before firing off three tranquilizer darts.

Felicia saw them coming and in a surprising show of speed she jumped out of the way. The tranquilizer darts were heading for Peter who was down on the ground but at the last minute he rolled out of the way.

**TNK! TNK! TNK!** Went the sound of the darts hitting and imbedding into the ground.

* * *

Felicia hit the wall and looked at the darts and then back to Montana who was already upon her. He reached out and grabbed her by the throat with his right hand.

"LET HER GO!" Peter shouted rushing forward.

Montana on instinct swung his left arm and smacked Peter hard sending him flying back and skidding across the ground.

"Uff" he groaned.

Montana with Felicia in tow re-cloaked himself and vanished with her.

Peter rose up and put a hand to his chest and let out a groan and he stared ahead to see nothing but air, "Damn where did he…" he started before he noticed that his spider-sense was still buzzing. _'He's got the new girl….but I can still sense him, I've got to hurry before it's too late'_ he thought to himself while flipping to his feet and taking off down the hall.

* * *

**In the Air**

Montana's grip upon Felicia throat was tight and it was cutting of her air supply a little but it wasn't anything she couldn't handle. The young thief balled up her fist and swung her fist and nailed him on the side of the head. Montana felt the strike but it didn't stop him from flying and it didn't loosen his grip.

He shook his head and looked at Felicia before tightening his grip a bit.

"Now Now little lady none of that"

"None…of…what…you mean this!" she gurgled out while swinging her foot back and then with all of her might kicking him in the groin.

"AHHH!" Montana screamed at the sudden strike, his grip upon her throat instantly released and Felicia began to fall through the air.

* * *

**Free Fall**

Felicia fell and continued to fall in a backwards position but she suddenly rolled within the air so she was facing the quickly approaching ground. She looked all around to see if there was anything she could grab onto but she quickly realized that there wasn't anything close. She quickly patted herself and her pockets for her grappling hook but the icy feeling of fear gripped her when she remembered that it was in her locker.

'_Oh no….Oh no Oh no Oh no, this is not good' _she thought to herself in absolute panic _'Okay God…I know I've been a bad girl but I have a good heart I swear…I promise to…think about turning over a new if you could just…" _

Felicia's fall was suddenly halted by a strong red and blue arm wrapping around her waist.

"GOTCHA!"

* * *

Felicia sucked in a few breaths of relief when she didn't feel herself impact on the ground; instead of feeling pain or death she felt a muscular arm wrapped around her. She pushed a strand of blonde hair out of her face and she turned her head to see a pair of white reflective lens staring back at her and she immediately knew who had saved her from certain death.

"Are you alright?"

"I'm fine…..now that you're here, Spider-Man" Felicia replied letting a large smile grace her beautiful face.

Spider-Man saw the alluring smile and he couldn't help but feel a warm feeling pass through his body, but that feeling quickly went away thanks to his spider sense going haywire.

Spider-Man looked up to see Montana flying towards his web-line and getting ready to cut it with a sharp blade that protruded from his right wrist.

"HOLD ON!" Spider-Man shouted.

Felicia shifted in his arms so she could wrap her arms around his neck

"With pleasure handsome" she whispered in his ear.

* * *

Montana sliced the web Spider-Man was swinging from which sent him and Felicia diving through the air again.

The duo dove through the air but at the last second when they were close to the ground Spider-Man shot a web and swung them upwards and back into the air.

"WHOOOOOOOOOOOOOO HOOOOOOOOOOOOO!" Felicia shouted joyfully in his ear.

'_Is she having fun!?'_ Spider-Man exclaimed in his mind.

* * *

'_I'M HAVING SOOOO MUCH FUN!'_ Felicia shouted in her mind as Spider-Man swung through the air at break neck speeds trying to out run Montana who was quickly gaining upon them. She had a large smile on her face and her adrenaline was pumping over time.

* * *

Montana pursed his lips together as he saw Spider-Man with his target, and trying to _outrun him. _

'_Damn wall-crawler, messin' everythang up. I'll show em…I'll squash him dead'_ he thought with determination and his determination made his jet pack produce more power and boost him forward.

* * *

Spider-Man bounced off of a pole and then shot another web and swung away. Felicia was having fun but she wasn't oblivious to Montana chasing them. She glanced over her shoulder and through a few strands of the blonde hair that was in her face to see him gaining on them.

"Uh Oh, I hate to spoil our fun handsome but that guy is gaining on us" she said.

"I know" Spider-Man replied, _'My spider-sense is going crazy'_ he thought in his head while turning to look over his shoulder.

"Well if you know… don't you think you should do something?" Felicia asked.

"I am doing something Ms. Hardy"

"You're running away" Felicia replied.

"Only to the untrained eye…now hold on"

Felicia gripped him a bit tighter as they dipped low through the air.

* * *

Spider-Man continued swinging and he glanced over his shoulder again, only to see Montana still gaining upon him.

'_That's it follow the spider' _

Spider-Man let go of the web in his hand and he fired two webs, he then pulled hard on the webs and made himself do a back-flip in air.

Montana saw Spider-Man suddenly flip and his eyes widen as the fleeing wall-crawler was suddenly heading right for him with both feet aimed forward.

"TAG YOUR IT!" Spider-Man yelled as both his feet smacked into his face.

**BANG!**

Spider-Man hit him as hard as he could and then sprung off of the stunned Montana's face mask. Spider-Man flipped again and while he and Felicia were upside down he fired several globs of webbing into Montana's face as well before completing his flip and shooting a web and swinging away.

Montana was left hovering in the air grabbing at the thick webbing.

* * *

**Not too Far away**

Spider-Man landed on a roof and he released his hold upon Felicia.

"Hey! Why are we stopping?" she asked while looking at him.

"Because I need to change web-cartridges and you need to get out of harm's way. I can't fight him with you in my arms"

"But I like being in your arms" Felicia replied leaning her face into his.

"Look Ms. Hardy you are very pretty but you need to focus on the guy that's after you" Spider-Man responded gently pushing her away.

"Yeah I noticed he was after me, but so are a lot of guys"

"Do you know why" Spider-Man asked brushing off the last part of her comment, he was too busy changing cartridges.

Felicia shrugged her shoulders.

"Yeah your sister didn't know why either" Spider-Man responded off handedly.

At the mention of her sister Felicia quickly snapped into focus.

"What!?" she exclaimed.

"Your sister, Valerie Hardy right"

"Yeah"

"Well she was attacked earlier this morning by a guy in a suit like that."

"WHAT!" Felicia exclaimed again, "I-Is she…"

"She's fine, I saved her. She's safe, I promise." Spider-Man stated putting in the second new web-cartridge.

Felicia released a sigh of relief; she then looked at Spider-Man again but only she let her eyes roam all over him and at the sight of him she couldn't help but let that playful smile cross her lips again.

"So you saved my mother, my sister twice and now me…some might say you deserve a reward."

"That would be nice but it's not necessary" Spider-Man replied, "Look there's a fire escape, climb down and get to the police, I'm gonna go take care of the guy in the suit" Spider-Man said while turning away from her.

Felicia licked her lips and let her smile cross her lips again while moving towards the wall-crawler. She reached him and wrapped her arms around his neck again.

"So let's see…Brains, Bravery and a great Body….the three b's. Three traits every girl's knight in shining armor…or webs should have" said in his ear.

Spider-Man pried her hands off of him.

"Excuse me Ms. Hardy but I don't think you realize exactly how much danger you're in" Spider-Man said seriously.

"Oh I know…but the thing is…I like danger. And my name isn't Ms. Hardy its Bl…" she started before a loud thud interrupted her.

**THUD!**

* * *

"BUG BASTARD!" shouted Montana as he ripped the final pieces of web from his face, "I'll admit webs, you're good but as long as I got this suit you're nothing compared to me."

Spider-Man eyes his opponent and he took a step forward.

"This is between you and me, let her go"

Montana straightened up and let his face mask recede into his armor and he let his face show.

"No can do webs. Because you got it all wrong, this ain't between me and you it's between the Kingpin and the little lady over there but since you want to involve yourself in the situation, you're making it between me and you, but that suits me just fine. Hand her over."

"Or what?" Spider-Man challenged.

"Or else I'll kill you slow instead of quick."

"You and what army" Spider-Man retorted but it was then that his spider-sense started to buzz again.

**THUD! THUD!**

* * *

Montana heard the loud sounds and he looked to his left and to his right just as Ox and Fancy Dan de-cloaked and their masks receded into their suits.

"This army Spider-Man" Fancy Dan stated in his thick Brooklyn accent.

* * *

Felicia shook her head at the sight of the three of them and then looked at Spider-Man.

"You just had to ask didn't you" she whispered in his ear.

"I was kinda asking for it wasn't I" Spider-Man responded.

* * *

Ox looked at Spidey and he loudly cracked his knuckles before slamming his left armored fist into his right armored hand.

**CLANG!** Went the sound.

"You remember me freak" Ox growled in anger.

"How could I forget" Spider-Man replied while glancing at him and then at the other two "Who are you guys!?"

"We're **the ENFORCERS**! And the Kingpin wants the girl and your head Spider-Man and we aim to deliver" Fancy Dan announced.

"Is that…" Spider-Man started but he was interrupted by an enraged Ox.

"ENOUGH TALK! TIME TO DIE! RAHHHHHH!" Ox screamed while breaking from the group and charging forward, his feet thundering along the roof-top in his wake.

Spider-Man's spider-sense came to life as he saw the armored brute head his way.

* * *

'_Great….and the day was going so well"_ he thought while readying himself for the intense fight that was about to commence.

* * *

**END CHAPTER: READ AND REVIEW!**** HEY Readers it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter with the highly anticipated meeting between Peter and Felicia which hopefully lived up to the hype. I know it's been a long time coming so I hope that it was well worth the weight. The next couple of chapters will be dealing with them even more and their 'relationship' with each other. There were a few more plot points laced within this chapter and I wonder how many of you loyal readers can pick out the plot points. Also, did everyone enjoy the brief encounter with the Enforcers; you can definitely expect an all out battle between the Enforcers and Spider-Man next chapter as well as more plot points for the future. Again I hope everyone enjoyed this chapter…one of the more important chapters because it builds upon one of Spider-Man's most iconic characters and that character's relationship with him. Anyway please review AND THANK YOU! ONCE AGAIN! A loud and heartwarming THANK YOU! Goes out to all of you readers and reviewers. I can't thank each of you enough for making this story such a success. I'm sorry I just have to say it again THANK YOU FOR 800 REVIEWS! I wonder though since this story has made it to 800 can it make it to 900 and dare I even ask for 1000. I guess we'll find out together my loyal fans. LOL! This is Nomad88 saying later….**

**Ps: Secret Warrior, Batman Beyond and Superman should be coming soon so my fans please keep a close lookout. **

**Next up: A Cat, A Spider and 3 Enforcers **


	82. A Cat, A Spider and 3 Enforcers

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back again with another chapter in the epic that is Spider-Man. I know you had to do a bit of waiting but I wanted to get those two chapters of Secret Warrior Spider-Man out since that stories and it's fans have been waiting for sooo long. But I'm back with the action packed chapter. The last chapter saw Felicia and Peter meeting for the first time, I'm glad that it was a success and everyone enjoyed their first meeting but now it's time for Spider-Man and Black Cat to meet officially. So I'm gonna stop talking and let you readers get to the chapter however before I go I just want to say READ, REVIEW (A WRITER'S MAIN SOURCE OF MOTIVATION) and of course ENJOY!**

* * *

**Chapter 73: A Cat, A Spider and 3 Enforcers **

**Earlier- Fisk Research and Development Center**

**THUD! THUD! **Went the sound of two bodies hitting the tile floor of the research facility. Vanessa walked over to the prone bodies and stood over them with a satisfied grin on her face.

"Anastasia Hardy and her candid camera guy….just like we promised. I hope your pleased Kingpin" came of the Brooklyn accented voice of the diminutive and armored Enforcer Fancy Dan.

"Very" Vanessa responded "I'm more impressed with the speed of your task….he posed no threat to you thanks to your enhancements I see."

"Damn right, the poor bastard didn't stand a chance" Fancy Dan said with a smug smile.

"Good, now where are the daughters?"

"Montana and Ox are on the way to get both of them as we speak"

"Even better, I want them all here. I'm going to make sure Anastasia learns a valuable lesson in crossing me." Vanessa said darkly as she stared down at the unconscious woman with serious eyes, "SMYTHE!"

"Again, must you yell" came a voice from behind her.

Vanessa turned to see Alistair Smythe right behind her, staring at her with bored eyes.

"Good news for you…your enhancements worked"

"Was there any doubt"

"No, because your very life depended on the enhancements working" she said seriously.

* * *

Alistair stared at her for a long moment, just looking in her eyes and from the expression she was giving him he could tell that she was serious. The genius inventor swallowed hard and tore his eyes away from her.

"Well thankfully I get to live to see another day" he said before his hover chair whipped around and moved away from her.

"What do you want me to do with em Kingpin?" Fancy Dan asked.

Vanessa glanced at him and then at John and Anastasia.

"Smythe were can we…" she started until she was interrupted by his voice.

"Already ahead of you…follow me"

Vanessa smirked a little and then nodded her head at Fancy Dan who took the hint and quickly bent down and easily hoisted Anastasia and John over his shoulders.

**ERNNNNN! ERNNNN! ERRRN! **Came a loud noise.

* * *

"What the hell is that!?" Vanessa exclaimed, hearing the shrill sound.

Alistair calmly eyed his computer that was few feet away and he quickly directed his hover chair to the console, when he touched a few buttons. The alarm stopped.

"Smythe!"

"One of my probes is loosing power" he stated. He hit several more buttons upon the large computer and on the viewing screen a clear image of Downtown New York became visible.

"_HEY! What Happened_?" Ox's voice echoed throughout the lab.

"Ox" Alistair stated.

"_Smythe What happened to the thing?" _

"My probe has lost power. The probe that was following the Hardy girl has gone dead." he replied over the line.

"_Why!?"_ Ox shouted.

"Because it is an experimental probe…meaning that I have yet to test it fully. I now know how long the power on my probes last" Alistair replied in a slow and calm voice while rolling his eyes.

Vanessa was listening intently and she started over to Smythe and stopped right next to him.

"_Well what am I supposed to do now? The Kingpin wants this girl and I'm gonna deliver her" _

'_Loyalty…it's rather refreshing to know that it still exists despite recent events'_ she thought to herself, the sting and pain of Elektra's sai piercing her stomach still fresh in her mind.

"Relax Ox. You're in the general vicinity. I'm looking at the feed through your face mask and the girl is somewhere below you in a taxi cab."

"_How am I supposed to find her…?" _

"I guess you'll have to look through all of them_"_ Alistair replied with a bit of humor in his voice. He ended the call but he still kept the viewing of Ox's mask up for them all to see.

Fancy Dan cleared his throat and Vanessa and Alistair turned to him.

"Where do you want me to put them?" he asked indicating to the two people over his shoulders.

* * *

**Few seconds Later**

Vanessa stood off to the side staring at her two captured foes. She looked at them and she furrowed her brows in an intense stare.

'_Now that I have them what….."_ she started to think before a loud voice interrupted her.

"GET EM OX!"

Vanessa turned to the sound and she could see Alistair and Fancy Dan looking at the computer screen which had a full and clear view of Ox fighting Spider-Man and upon seeing one of her enemies on the screen she made her way over.

* * *

Alistair had his eyes locked upon the screen of Ox and Spider-Man fighting and a look of concern crossed his features.

"GET HIM OX!" Fancy Dan shouted again, "Look he's got the web head on the ropes….he ain't fighting him. Ox is gonna beat the bug."

Alistair looked on as Spider-Man dodged another strike and he shook his head.

"No, you're wrong" he whispered however his whisper was heard by Vanessa who was standing right behind him.

"What's he wrong about Smythe?" she asked with just a hint of malevolence in her voice.

Alistair heard the question and what the question was laced with, he briefly thought about lying to her but he looked at the screen just in time to see Ox receive a kick that rattled his live video feed. The genius inventor lowered his head and rubbed his eyes.

"Ox isn't going to win" he answered truthfully.

"What?!" went Fancy Dan.

"He can't beat Spider-Man"

"I thought you said he could Smythe" Vanessa growled, "The enhancements."

"Are nothing compared to Spider-Man….look at the screen…..he's outclassed…..Spider-Man's speed….his….strength...his…..agility, it's unreal."

"You're wrong, you're…" Fancy Dan started but stopped when he saw Ox spiraling in the air.

Smythe pursed his lips together and he hit a blue button on the computer console.

* * *

**ZZZZZZZZZZAAP!**

* * *

"AUGHHHHHH!" came an audible yell from Spider-Man.

"_Damn insect. Wait…what just happened?" _

"I happened"

"_Smythe!?" Ox questioned _

"Who else would it be, now hurry and get back to the base Ox"

"_But the girl" _

"NOW!"

"_I don't take orders from you Smythe. I take em from the Kingpin and she says she wants the girl s I'm gonna….." _

Alistair rolled his eyes and typed two keys into the computer and the words Override in progress appeared on screen for them all to see.

"What're ya doing legs!?" Fancy Dan exclaimed.

"What does it look like? I activated the override, Ox is coming back here."

"WHY! HE HAD THE BUG ON THE ROPES!"

"NO HE DIDN"T YOU IDIOT!" Alistair roared back.

"Smythe"

Alistair turned his head to the left and he looked at Vanessa. She had a calm look on her face but her eyes were full of cold fury. He could tell that she was upset; he could tell that she was angry and he could also tell that she was on the verge of directing that anger directly upon him if he didn't act quickly.

"You're upset" he stated, _'Play it cool…she's a powder keg waiting to explode'_ he thought to himself as he leaned back in his seat and laced his hands together.

"You made me a promise and you couldn't deliver" she replied.

"I can deliver on my promise. I just have to tweak a few things" He said cryptically.

"Tweaks!"

"Yes, after this brief encounter with your webbed foe I have collected sufficient data that'll aid me in determining what I need to tweak to take him down."

Vanessa narrowed her eyes and was about to respond when the soft sounds of groaning caught her ears. She glanced over her shoulder to see both Anastasia and John starting to return to consciousness.

"I'll deal with you later Smythe" she said while turning and stalking over to her captured foes.

* * *

**Few Feet Away**

John Hardy was the first to regain full consciousness and the first thing he noticed, besides his throbbing headache was the fact that he and his wife were tightly chained by shackles to the wall in what appeared to be a lab. The master thief struggled a bit with his bonds but his muscles were weak and weren't fully responding to his commands.

'_Damn it'_ he thought.

"Ugh….ow….my head" Anastasia started to grumble.

John heaved a sigh and turned his eyes to his chained wife just as her eyes fluttered open.

"Anastasia don't panic"

**CLANK! CLANK! **Went the sound of Anastasia trying to move her arms only for her bonds to bang loudly against the wall.

"WHAT'S HAPPENING!" she shouted as she banged her hands against the wall again, "HELP!"

"Anastasia don…" John started but his words went unheard.

"HELP!"

"Anastasia Hardy"

Anastasia stopped yelling and she and John both turned to see Vanessa Fisk. Anastasia looked at the woman before her and her eyes widen in terror.

"Y-You…." She started but was interrupted by John

"Let her go!" he demanded, anger evident in his voice.

Vanessa turned her serious cold eyes away from Anastasia and she let them settle on John who did flinch at her stare, he returned the look.

"Let her go, it's me you want."

"Wrong" said Vanessa, "I want the both of you."

"She had nothing to do with the recording" John continued.

Vanessa let a sneer cross her features and she moved towards Anastasia and grabbed her by the face, making sure to squeeze hard.

"Somehow I doubt that" Vanessa growled taking in the pleasure of seeing the woman before her in pain. Anastasia gritted her teeth and she averted her eyes away from Vanessa.

"TAKE YOUR HANDS OFF OF MY WIFE!" John roared in anger.

"I tried to play nice Anastasia, I did, I tried to do things the easy way…LOOK AT ME DAMN IT!"

Anastasia heaved a breath and slowly turned her eyes back to Vanessa, whose look went from calm and cold to evil and deranged.

"The time for easy is over. I want you to know that you, your husband, and your daughters are going to die, however I….."

"NO!" Anastasia managed to get out interrupting her. Vanessa quickly slapped her across the face with her free hand. She then reached up and slapped her again and then again each one harder than the last. She slapped her one last time before grabbing her by the face again and forcing her to look at her.

**CLANG! CLANG! **Went the sound of John struggling against his restraints but whatever the Enforcers injected him with was causing his muscles to act lethargically.

Vanessa paid him no attention and kept her focus solely on Anastasia.

"Never interrupt me when I'm speaking. As I was saying, your family is going to die however I can be persuaded to let one daughter live if you sign your company over to me right now."

* * *

Alistair Smythe watched the scene before him and he had to shake his head.

'_She is a shadow of her former self. She is cracking at the seems and I fear when she explodes she's going to take me with her and that's something I can not allow to happen'_ Smythe thought to himself. He looked to his left to see Fancy Dan standing there with a smile on his face.

'_Buffoon'_ he thought callously _'I believe my time here and Fisk Corp has expired but the question is how do I remove myself from this situation'_

* * *

**THOOOOOOOOM!**

The ground rattled for a second at the loud sound and everyone in the lab turned to the sound and they saw Ox standing upon a landing platform within the lab.

The mechanical suit he was wearing released itself and Ox was able to move once again.

"SMYTHE WHAT THE HELL!" he shouted, "YOU CRIPPLED BASTARD! I HAD HIM!"

Alistair rolled his eyes.

"You had nothing, he…."

"ALL OF YOU SHUT UP!" Vanessa growled whipping towards them, "SMYTHE MAKE YOUR DAMN TWEAKS AND THEN BRING ME THOSE GIRLS!"

"NO!" Anastasia and John shouted at the same time.

* * *

John gritted his teeth and he stood to his feet still struggling against his bonds.

"YOU PSYCHOTIC BITCH!" he roared at the top of his lungs, "LEAVE OUR DAUGHTERS OUT OF THIS!"

Vanessa looked at John and she let a sneer cross her lips.

"You brought them into this when you decided to collect evidence against me…against the Kingpin."

"If you lay a finger on either of my daughters I promise you that I will find a way to kill you."

Vanessa's sneer only grew when she heard the threat.

"Fancy Dan!" she called out.

* * *

Fancy Dan walked towards his employer and he stopped once he was next to her.

"Yes Miss Kingpin"

"I think Anastasia's boy toy needs a little attitude adjustment. Please oblige him"

Fancy Dan smirked and held up his fist and cracked his knuckles, his enhanced suit whirring slightly.

"With Pleasure"

Fancy Dan reared his hand back and then delivered a solid and hard blow directly to John's stomach. The force of the blow knocked all of the wind out of him and caused him to collapse to a knee, gagging. John didn't have a moments rest before Fancy Dan roughly grabbed him by his hair and raised his head and delivered hard left hook.

* * *

Anastasia watched as John was being beaten by Fancy Dan and each shot he took was a stab at her heart. While she and John were not on the best of terms she still loved him and seeing him being beaten by some thug was not something she wanted nor was it something that se could take.

Fancy Dan raised a bloody fist and was about to bring it down upon John face when Anastasia interrupted.

"STOP!" she screamed "PLEASE STOP! OKAY! YOU….YOU CAN HAVE MY COMPANY! YOU CAN HAVE WHATEVER YOU WANT…J-Just….stop, please" she finished in a defeated tone.

"That's more like it" said Vanessa waving for Fancy Dan to move away.

The Enforcer obeyed and released his hold upon John who collapsed to the ground. Anastasia eyed him and she could feel her eyes watering up but her eyes were torn away by Vanessa grabbing her by the face again.

"You must understand that I don't trust you and I'm still going to have your daughters brought here, more of an extra precaution." Vanessa said.

Anastasia growled but Vanessa slapped her across the face again.

"I'm leaving to get the papers drawn up by the lawyers but when I return you will sign every last thing you own to me and when you do I want you to do it with a smile on your face. YOU STUCK UP STUPID BITCH!"

Vanessa slapped Anastasia again and she turned to Fancy Dan. She looked at him and the Ox and finally Alistair.

"Find those girls and bring them here and kill anyone that gets in your way…..especially Spider-Man.

* * *

**Now- Rooftop**

"ENOUGH TALK! TIME TO DIE! RAHHHHHH!" Ox screamed while breaking from the group and charging forward, his feet thundering along the roof-top in his wake.

Spider-Man's spider-sense came to life as he saw the armored brute head his way.

'_Great….and the day was going so well' _

* * *

"Don't worry I'll keep you…..safe…" he started to say but when he turned to look over his shoulder and at Felicia, his eyes widened when he saw her run and leap over the edge of the building, "NO!"

"YES!"

Spider-Man turned back around just in time for Ox to spear him across the waist.

"OOOOF" Spidey grunted as he was speared.

Ox with Spider-Man in tow continued towards the edge and then off the edge where Ox's thrusters activated allowing him to swerve upwards and into the air.

Fancy Dan and Montana watched as Ox flew off with Spider-Man.

"I'LL HELP OX YOU GET THE GIRL!" Fancy Dan shouted activating his thrusters and flying off.

Montanna nodded his head and then looked at the edge of the roof where he saw Felicia jump.

* * *

**Down Below- Fire Escape. **

Felicia was perched on the fire escape railing staring up into the sky.

'_Thanks for the save handsome but I need you to keep those freaks busy while I make a clean getaway. I have to find my sister' _

She stepped off of the railing and she began to go down the steps on the fire escape.

Montana looked over the edge of the roof and he could see a mop of blonde hair quickly making its way down the fire escape.

"Heh. Clever Girl" he said to himself as his thrusters came to life and he stepped over the edge.

* * *

**In the Air**

'_UGH! IDIOT! ALWAYS KEEP YOUR MIND ON YOUR OPPONENT!'_ Spider-Man chastised in his mind.

The wall crawler felt the wind whipping against his back as Ox flew at a break neck speed in the air. Spider-Man struggled but Ox had him in a bear hug.

"I…understand….that hugging….is a form of affection but you should know….I don't like you like that" said Spider-Man still struggling to get out of Ox's grip.

"Funny bug…VERY FUNNNY!" Ox shouted applying more pressure.

"AH!" Spidey gasped, _'He's gonna break my ribs if don't do something quick…think Spidey think!' _

Spider-Man lowered his head a bit and he spotted the thruster's on Ox's back and when he saw them a quick plan formed in his mind.

"Hey….Ox, I got a…a joke for you. What did…Wynter say to Summer before he pushed her?" Spider-Man asked out loud "Give up…he said…FALL!"

Spider-Man raised his fists as high as he could and brought them down onto Ox's thrusters badly denting one side, but the attack did the trick.

**PFFTTT! PFFTTT!** Came the sputtering sounds of Ox's broken thrusters.

"NO!" Ox screamed as he felt the power of thrusters shut off.

The two of them hung in the air for a second before they suddenly started to take a nose dive.

* * *

Felicia made it down another flight of steps when a shadow appeared over her. The young thief looked up to see Montana hovering in the air above her.

"Going somewhere little lady?" he asked.

"Uh…away from you" she answered while moving forward and leaning on the railing.

"I don't think so"

Felicia smiled a devious smile and then jumped up onto the railing again, perfect balance and all, she put her hands on her hips.

"Then come and get me" she challenged.

Montana lowered down and just when he was in reach Felicia crouched and lunged at him, she cocked her fist back and delivered a hard shot across his exposed jaw. Felicia used her agility to grab hold of Montana's shoulder and flip herself onto his back. She kneed him in the back and then jammed her fingers into his eyes.

"AH!" Montana screamed in pain.

He thrashed all about but Felicia kept a firm hold.

"GET OFF ME YOU STUPID LITTLE…"He started but Felicia added more pressure to his eyes, "AH!"

Through the pain Montana managed to concentrate on his thrusters and suddenly the two of them shot upwards and into the air.

* * *

Spider-Man jammed his elbow into Ox's face mask over and over again until finally he loosened his grip upon him. The wall crawler wiggled his way free and then pushed himself away from Ox. He rolled in the air and shot a web and then shot another web at the back of Ox and with a mighty tug he yanked him towards the side of a building.

**BANG!** Went the sound of Ox smacking into the brick siding.

"Take that….spider-sense!"

Spider-Man turned his head to see Fancy Dan flying in and in one swift motion sliced his web-line. Spider-Man spiraled for a second until he righted himself in the air. He turned to see Fancy Dan coming at him in a straight nose dive. Spidey held up both hands and fired web balls at him but Fancy Dan rolled and dodged each of them.

Spider-Man's spider sense buzzed and he looked to see the ground was quickly approaching.

"Uh Oh" he whispered to himself. He held out his hands and fired two web lines and he swung himself upwards, but as he did that his spider-sense alerted him to danger again and on instinct he lifted up his legs and allowed Fancy Dan to pass under him. The diminutive Enforcer had two sharp blades extended from his wrist and he narrowly missed cleaving Spider-Man's legs off.

Spider-Man let go of his web and he landed on Fancy Dan, straddling his armored shoulders.

"Hiya little fella is this seat taken"

Fancy Dan growled at the quip and tried to cut Spidey's legs but Spider-Man stopped him by a web-line at each of Fancy Dan's wrist.

"I'LL KILL YOU!" Fancy Dan growled as he tried his best to skewer his enemy with the blades from his wrist but Spider-Man kept the blades at bay.

"Why is the Kingpin after the girl" Spider-Man asked ignoring the idle threat, his spider-sense blared loudly in his head again. He turned his head to see Ox upon him, a black trail of smoke behind the brute Enforcer.

Ox tackled Spider-Man but since Spidey had webs attached to Fancy Dan he took him along for the ride and they all went rolling wildly through the air.

* * *

Fancy Dan, Spider-Man and Ox swerved to the left and they violently crashed through a brick wall and into an open loft that was filled with men and women models taking photographs.

* * *

**Elsewhere**

Higher and higher and higher Montana flew upwards in the air with Felicia on his back. Felicia kept her hands on his eyes but while he was blind she had a clear view of the shrinking city below her.

'_Ugh…nosebleed'_ she thought to herself, _'And me without my grappling hook. Now what?'_ she continued to think.

Montana growled and activated his face mask which effectively forced Felicia let go of his face. He turned his head just in time to receive a solid punch that rattled his head. Felicia kneed him in the stomach before scrambling her way to his shoulders so she was standing upon them with perfect balance.

"WHAT THE HELL ARE YOU!" Montana yelled.

"I'm Complicated" She said before pushing off and diving downward and to the city, _'I hope you're somewhere close handsome because I could use a hand' _

* * *

**Loft**

"AH!" shouted Spider-Man as Ox socked him in the jaw; he went flying back but he turned it into a flip and landed on his feet.

"HOLY CRAP! IT'S SPIDER-MAN!"

Spider-Man took the chance to look around and he saw the models and the photographers.

"EVERYONE GET OUT OF HERE!"

**THUD! THUD! **

"HEEE YAH!" shouted

Spider-Man's spider-sense buzzed and on instinct he ducked allowing Fancy Dan to sail over him with a flying kick. Spider-Man pivoted and came round with a low kick but Fancy Dan blocked it and grabbed his foot. Fancy Dan yanked on Spidey's foot and then spun him around and threw him into one of the support beams in the loft.

**BOOM!** Went the sound of Spider-Man hitting and breaking the support beam, tumbling across the wood floor.

Hey pushed himself up a bit and shook his head.

"Ow"

**SNAP!** Spider-Man heard the sound and he looked up to see two photographers snapping photos of him.

"RUN!" he shouted.

'_SPIDER-SENSE!' _

Spider-Man sprung up off of the floor just as Fancy Dan came down with a knee; his armored knee hit the wood floor and made a massive dent.

Spider-Man stuck to the brick wall that he and the Enforcers crashed through and he eyed the short man, but his attention was quickly drawn away when he saw Ox coming in from the side. The armored brute threw a punch but his agile foe jumped at the last second, Ox's fist made contact with the wall and cracked it slightly.

Spider-Man landed behind Ox and he threw out a punch to his armored back which earned a grunt of pain. He then shot two webs at his exposed back and then jerked him to the right and directly into the charging Fancy Dan.

"Well that was lucky" Spider-Man said to himself while looking at his handy work but his attention was drawn away from his two downed enemies and to the massive alert from his spider sense, the feeling was so strong it gave him a slight headache. He concentrated for a second and he suddenly whipped around and looked through the hole he and the enforcers smashed through only to see Felicia falling.

"NO!" he shouted.

* * *

Felicia felt the wind hitting her as she fell faster and faster to her death. The young thief looked all around in the air and there was no sign of anyone swinging in to help her again.

'_Okay…in retrospect this may not have been my best idea'_ she thought to herself. She swallowed hard and her heart started beat with the intensity of a thousand feet stomping at once. Her eyes widen as the ground came nearer and nearer but when she was halfway to the ground something passed her in her peripheral vision. She turned her head to see a web-line. She saw the web-line and then she suddenly saw a dozen of web-lines passing her.

The web-lines connected to each other and they formed a giant web in-between her and the ground. Felicia braced herself as she hit the web.

* * *

"YES!" Spider-Man shouted in joy.

* * *

The wall-crawler fell through the air and he landed in the web net right next to Felicia.

"HOT DAMN THAT WAS INTENSE!" She shouted with a smile on her face, she looked over at Spider-Man and her smile grew larger "I knew you would rescue me"

'_That makes one of us'_ Spider-Man thought in his mind, he was about to respond out loud when he got a nudge from his spider sense again. He looked up to see Ox, Montana, and Fancy Dan descending upon them.

"Look when you hit the ground run and don't stop running okay. Make your way to the police and ask them to get in contact with a George Stacy….your sister is with him and he can help you"

"Wha…" Felicia started but she was interrupted by Spider-Man grabbing her and throwing her out of the web.

* * *

Felicia fell through the air again but right before she hit the ground she found herself in another web that was in-between a light pole and the ground. Felicia jumped out of the web and she hit the ground softly and then looked up to see Spider-Man jump out of the web just as the Enforcers sliced through it.

"Good luck" she whispered putting her hand to mouth and kissing it, she blew a kiss at the wall crawler before taking a few steps backward and quickly taking off around the corner unseen.

* * *

**In the Air**

Spider-Man kneed Montana in the face and then shot a thick web patch in Fancy Dan's face. He turned his head to the front in time to be punched by Ox whose thrusters were still working but sputtering black smoke all over the place.

Spider-Man rolled with the punch and flipped in mid-air and grabbed Ox by the ankle. He pulled himself up onto Ox's back and he raised his fist getting ready to permanently take out his thrusters when a lasso wrapped around his outstretched fist.

A stream of electricity flowed from the lasso and hit Spider-Man liked a tidal wave.

"EEEEERGGGGGH!" he shouted feeling the electricity set every nerve ending alive.

Montana pulled on the electric lasso and yanked Spider-Man towards a solid blow to the jaw. Montana then used his enhanced strength to spin his web-spinning foe around and then toss him right into the outstretched arms of Ox who wrapped him in another bear hug only this time with his arms entrapping Spidey's.

Ox growled and squeezed. Spider-Man tried to struggle but another surge of electricity filled him

'_Ufff….'_ Spider-man strained in his mind, '_C-Can't….b-break…..free'_

"Not so tough now bug" Ox said through gritted teeth as he continued to squeeze his foe.

Fancy Dan ripped the webbing from his face and he saw Montana and Ox with Spider-Man and he drifted over to them.

"Ox bring him this way" Fancy Dan commanded.

Ox brought Spidey towards him and Fancy Dan raised his fist.

"The Kingpin sends her regards" he said before lashing out with a hard right cross.

Spidey's head snapped to the side and the blow threw him for a loop but before he could fully register the hit another came across his jaw, snapping his head to the other side.

"HIT EM AGAIN!" Ox roared.

Fancy Dan raised his fist again but Spider-Man reacted and lifted his left foot and kicked him in the chest.

Montana saw the shot and he delivered another shock along the lasso.

"ARGH!" Spidey shouted.

Fancy Dan came in with a solid punch to Spidey's gut.

'_Ugh….I…have to get….ooooooffff'_ he started to think before another shot to his stomach broke his focus. He lurched forward but he received an uppercut courtesy of Fancy Dan. The blow made Spidey's teeth click together and blood filled his mouth.

"Ugh" he groaned.

Fancy Dan heard the groan and he let a smile grace his lips, he held up his hand again but he let his drop to his side.

"Why did you stop?" Montana asked "We got em' on the ropes. Let's finish him."

"We will but before I mess him up too much I wanna see who he is" said Fancy Dan reaching for Spidey's mask, he gripped a handful of it and was getting ready to yank the mask off when Ox's badly sputter thrusters finally gave out.

Ox's felt the force of gravity begin to overtake him and as a result his grip upon Spider-Man slacked. Spidey felt the slack.

'_N-Now's….my chance' _

* * *

Spider-Man gritted his teeth and he flexed his arms breaking Ox's grip completely. He kicked Fancy Dan in the face as hard as he could and made himself go backwards.

**SCHRIPP!** Went the sound of Spider-Man's mask ripping. Fancy Dan had a chunk of the red mask in his hand.

Spidey went back and into Ox and he tugged on the lasso that was on his arm and pulled Montanna with him.

Spidey could feel that half of his face was exposed and part of it was still stuck to his face. He tucked his chin and turned his exposed face away from them all the while saying a silent prayer that they didn't see his face. As he was going backwards he managed to wrap part of the lasso around Ox's left arm.

"ERGH!" grunted Montana as the weight of Ox and Spider-man combined pulled on the lasso that was attached to his arm.

'_Gotta….move fast…make him let us go'_ Spidey thought to himself as he pressed himself against Ox's back making sure to shield his half-way exposed face. He held up his free hand and began to fire web balls at Montana.

* * *

The web balls hit their mark and Montana was hard pressed to keep himself away from the onslaught. He tried to weave and move out of the way but the weight of the lasso kept him in-line with his enemy who continued to take advantage of the opening.

'_Come ON! COME ON! DROP US!'_ Spider-Man shouted in his mind.

A web ball smacked Montana in the face again and upon the hit he had had enough. He looked at the lasso and was about to unleash more electricity but he saw that the line was wrapped around Ox and so he only saw one option. He reached up with his opposite hand and hit the disengage on the lasso line and like a rock Ox and Spider-Man began to fall.

* * *

Fancy Dan recovered from the kick and he reached up to his face, specifically his nose only to recoil in pain. He growled and then turned to the left to see Montana release the lasso line.

"WHAT ARE YA DOING!?" he shouted, "WHY DIDN'T YOU ZAP THE BUG!"

"HE'S GOT OX WRAPPED IN THE LINE I MIGHT'VE HIT HIM!" Montana shouted back.

"YA IDIOT! OUR SUITS WILL PROTECT US! GET OX I'LL GET THE BUG!"

* * *

Spider-Man grabbed the lasso that was around his wrist and he pulled his appendage free. His muscles spasmed in certain areas of his body but since his adrenaline was flowing freely he was able to force his limbs to respond to his commands. He held up his left hand and he fired a web and it attached to the edge of a building. Spider-Man pulled on the web and he swung around the building in a wide arc.

A buzz from his spider-sense urged him to look behind himself and when he did he saw the scowling face of Fancy Dan on his tail.

'Damn it….I gotta lose the little engine that could'

Spider-Man doubled his speed a bit in an attempt to get away from the pursuing Enforcer but Fancy Dan doubled his own speed as well.

Spidey gritted his teeth and looked all around and that's when he spotted a narrow opening in-between two buildings. He pursed his lips and swung towards the opening.

Spider-Man let go of his web and he flew towards the narrow opening and right as he neared it he contorted his body to the left and deftly slipped through the opening and through the opening of the fire escape.

* * *

Fancy Dan saw Spider-Man disappear in-between the building and he quickly followed suit but he was completely unprepared for the narrow opening. He tried to turn his body to the right to slip through but he banged against the opening taking a huge chunk of the brick wall with him.

"ARGH!" he shouted.

Fancy Dan bounced off of the brick wall and went careening directly into the opposite wall of two buildings taking a chunk of the wall with him again and like a ball in a pinball machine Fancy Dan bounced back and forth in-between the narrow opening.

"ARGH!" He growled as he crashed through an air conditioner.

Fancy Dan went into a tail spin as he flew out of the opening and into the busy intersection and right into the side of a dump truck.

**BANG!**

He hit the ground and he released several grunts and groans.

* * *

**SCREEEEEEEEEEEECH! HONK! HONK!** Went the sound of several cars coming to a halt.

Fancy Dan looked around to see that he was in the middle of the street and that people were getting out of their cars to get a look at him, but he did not pay them any mind. He looked passed them and to the sky looking for any signs of his web-spinning foe.

"Damn, he planned that….where is he!?" Fancy Dan growled.

* * *

**Building roof-top**

Spider-Man peeked over the edge of the building and he looked down into the street at Fancy Dan who was looking around.

"I didn't plan that but God, I will take it" he said to himself, '_These guys, while maybe not the smartest guys on the block, they sure do pack a punch….especially when they're together' _he thought while placing a gloved hand to his exposed face, "OW!"

Spider-Man moved his hand and he saw a spec of blood, he rolled his eyes and then turned back to Fancy Dan who looked as if he was about to take off.

"UH OH"

Spider-Man turned around and he ran towards the chimney and he hid behind it; he only had to wait a few seconds before he saw Fancy Dan high in the sky looking all around for him.

"HEY!" came a shout.

From his position Spider-Man saw Montana with Ox in tow flying towards Fancy Dan who was hovering over head. The Enforcers started to converse with each other not knowing that their voices carried on the wind.

* * *

**In the Air**

"WHERE IS HE!" Montana yelled.

"I DON'T KNOW I LOST HIM SOMEWHERE AROUND HERE!" Fancy Dan growled back, "SPREAD OUT AND LOOK!"

"How and I supposed to look I can't fly Dan" came Ox's voice.

"Then you'll be the eyes on the ground"

"SCREW THAT! LET'S GO BACK TO SMYTHE SO HE CAN FIX MY SUIT!"

"NO! We got the bug right where we want him…..all we need to do is find him"

"And if we do find him we won't be at full strength like we were Danny Boy" Montana reason, "We had the bug only because the three of us were working together"

Fancy Dan pursed his lips together and he folded his arms across his chest. Montana had a point, a very good point that he couldn't deny.

"The quicker we get back to Smythe the quicker he can fix me and then we can kill the bug and find the girls" said Ox.

"Fine….let's go" Fancy Dan relented, he wasn't happy about them having to run back with nothing to show the Kingpin but he couldn't deny the fact that only by working together did they almost kill Spider-man. He cast one last look around the immediate area and he took a deep breath.

"GO ON AND RUN YA SPIDER-FREAK! RUN! WE'LL FIND YA AND WHEN WE DO WE'RE GONNA BEAT YA FRIGGIN FACE IN! YOU HEAR ME!"

* * *

**Down Below**

"No, can you say that again only louder…sheesh" Spider-Man whispered to himself sarcastically. The web-slinger watched as the three Enforcers took off higher into the sky and then away, and when they were gone he let out a sigh he didn't know he was holding, "Great, they're gone. Ugh, now what Parker. Well first, since they went to regroup…I need to do the same thing. I gotta get back to Queens and get my spare mask before anyone sees my face. Then, I need to find the Hardy sisters and their mother before The Three Stooges find them first. And last but not least on my list…Vanessa Fisk, that woman just doesn't know when to quit"

Spider-Man balled up his fist and he turned around and ran towards the opposite side of the roof-top he was on. He quickly reached the edge and he jumped off and shot a web, swinging as fast as he could to Forrest Hills Queens.

* * *

**Fisk Research Center**

Anastasia Hardy looked sadly at the bloodied and bruised face of her husband John Hardy. She let her eyes linger on his bruised swollen eye, swollen lip and a few of the bleeding cuts on either side of his face.

Feeling that eyes were upon him John turned his head to her and he looked at the bruises on her face from Vanessa's attack. The husband and wife spent a good minute looking at the other and their condition.

"I'm…sorry Anastasia, I…got us into this and I'll get us out" he said reassuringly.

"No, John, I'll get us out of this" she replied in a low voice.

"By giving over our Company!" he whispered forcefully.

"Better it than our daughters being killed" she whispered back just as forcefully.

"She's gonna kill them anyway" John snapped, he briefly looked towards Alistair but he was busy at some sort of work station quickly typing into his computer. When John saw that he wasn't looking their way he turned back to Anastasia.

"Anastasia do you really believe she's just gonna let us walk out of here once she has our company. She doesn't give a flying F*** about our company the only thing that woman cares about is Power. This whole thing is about Power."

"And she has a considerable amount of it over us"

John hung his head for a second before raising it.

"For the moment, but not for long" he said rattling his bonds a bit "I'll get us out of here"

"What about our daughters?"

"….Have faith"

* * *

**Across Town- NYPD Precinct**

"Oh God" came the voice of Captain George Stacy. He hung up the phone and he rubbed his eyes and then looked at Lieutenant Terri Lee who was sitting in the chair in front of his desk.

"What is it?" she asked.

"That was Sergeant Hogan…about 20 minutes ago our webbed friend was in a slugfest with three guys in some type of flying body armor. Tore through Midtown, but eye witnesses say that they saw Spider-Man save a blonde headed girl, but she ran off."

"Well I guess that means the girl…Valerie Hardy was telling the truth" said Terri

"I didn't doubt her story. I'm just wondering what the hell is going on" he replied, "First we got one guy in a bodysuit after the girl in the break room, next we have another guy in the same body suit at Midtown High after the girl's sister and now we have a third guy. Just how many more of these guys are out there and what the hell do they want with the Hardy's?"

"I don't know and neither does the girl. But I think I might know somebody who does" said Terri suggestively.

Captain Stacy rubbed his hair and shook his head.

"There's no telling when he's going to swing by"

"Nice pun"

"It wasn't intentional" he responded flatly.

"Well until he shows up to fill us in we need to get the rest of the Hardy family somewhere safe." Said Terri reaching into her pocket and retrieving her cell phone,

"Who are you calling?"

"Before the whole Midtown High incident I had Watanabe send some units to Tribeca to the Hardy's Penthouse. They told me that the place was trashed, and there were signs of a fight but no bodies. I told them to stay put just in case anyone came back. I'm just going to check in."

**RING! RING! RING!**

* * *

**TriBeca- Hardy Penthouse**

Felicia kicked the lady officer in the face and then whipped around with the same foot and kicked the other officer that was trying to creep in from behind. Both of the officers went down and out like a light. She looked between the both of them and then all around the trashed penthouse.

"The Kingpin's cops I bet, she probably sent them here just in case I escaped those goons. I bet they weren't expecting a fight."

**RING! RING! RING! **

Felicia heard the ringing and she looked towards the down lady officer. She moved towards her and then quickly searched her until she found a cell phone. She flipped it open.

"Officer Tracey, did you find anyone at the apartment." Came Terri's voice.

Felicia bit her lip for a second.

"Yeah" she answered in a gruff feminine voice.

"Was it a girl?"

"Yeah, we got her."

"Good, we still have her sister locked up tight; bring the girl back to the precinct on the double."

"Will do"

**CLICK! **Went the sound of the conversation ending.

_'Crap….they got Valerie. Spider-Man said he handed her over to the police, and he said need to find a Captain Stacy… but I bet he doesn't know that he and those other officers are probably working for the Kingpin. Judging by the looks of this place those creeps in the suits got Dad….maybe Mom too, but I can't worry about them now I gotta get Valerie first. I think its time for the Black Cat to rear her well manicured paws.'_ Felicia thought to herself as she reached up to her wig and ripped the blonde wig off and allowed her platinum white hair to flow freely.

* * *

**Later- Parker Household- **

Spider-Man discreetly climbed up the side of his house and towards the attic. He stopped for a second and turned towards the setting sun in the distance.

'_It's gonna be dark soon, it took me too long to get here…thus the price I pay for being over cautious'_ he thought while continuing his climb to the attic. He reached the attic and he climbed through the small window.

* * *

**Inside- Attic**

Spider-Man ripped the last remaining portion of his mask off to fully reveal the face of Peter Parker. Peter looked at the trashed mask and rolled his eyes before tossing to the ground, knowing that at some point he's gonna have to repair it, something he was definitely not looking forward to doing. He rushed to the chest in the corner of the room and he opened it, and inside the chest was a spare costume and a spare mask. He grabbed the mask and slammed the chest shut and just when he was about to put it on he heard his Aunt calling his name.

"PETER! PETER ARE YOU HOME!?"

"Crap" he whispered.

* * *

**Downstairs**

"PETER!" came Aunt May's slightly panicked voice.

**THUD! THUD! **

Aunt May turned to the stairs to see Peter quickly coming down.

"I'm here."

"OH MY GOD!" she gasped looking at him.

"What!?"

"WHAT HAPPENED TO YOUR FACE!" she shouted

'_Dammit…I forgot!'_ he exclaimed in his mind, quickly remembering the beating the Enforcers threw his way. He had felt the injuries earlier but he was so concerned with going back out that he had forgotten about them.

Aunt May ran to him and began to inspect him.

"Did the man at the school do this to you?" she asked suddenly.

Peter furrowed his brow in confusion but seeing as how he didn't have a proper excuse he decided to roll with whatever his Aunt was talking about.

"Uh….yeah…the bad man did it" he responded.

"Good Lord, I saw it on the news….a man broke into your High School and they saw he kidnapped a student or something….I rushed over to Midtown but by the time I got there it was a mad house it took me forever to get out of there"

'_She must be talking about one of the Enforcers' _

"Yeah, soon as it happened they immediately released everyone from Midtown and I caught a ride with Liz. I figured this would be the first place you'd go."

"I'm so glad that you're alright. What is this place coming to when even the schools aren't safe."

"Aunt May, I think you may be over-reacting a bit" Peter soothed, "I'm fine and no one was kidnapped"

"But the news…"

"Got it wrong, it wasn't as bad as they're probably making it out to be."

"Look at your face and then tell me that."

"Aunt May I'm fine really, most of face is like this because I fell trying to run away after the….uh….bad man showed up. Look I'm kinda tired and today has been a bit…eventful so I'm gonna go lay down" said Peter slowly breaking away from his Aunt and inching towards the stairs.

"Okay, you go rest. I'll have to call Farley and cancel our date. I don't want to leave you alone." Aunt May said off-handedly.

Peter stopped in his tracks and he looked at his Aunt.

"Date?" he questioned, "You had a date tonight?"

"I did, he's a nice man."

Peter pursed his lips together and he tilted his head to the side for a second.

"So you're serious about this…..you're going to start….dating."

Aunt May let out a sigh.

"Yes, Peter. I am serious about this, I think it's time that I….I move on. I still have time to…." she started but Peter interrupted her.

"Whatever." He stated, shaking his head and starting up the steps, "Don't cancel your date, go out, have a good time I'll be fine."

"Pe…" Aunt May started but he quickly went back up the steps, "Dammit" she whispered.

* * *

**Peter's Room**

'_Way to take MJ's advice and be supportive of your Aunt….ugh…idiot. God, Aunt May dating….I'll try harder to wrap my head around this, but one things for sure. It's not gonna happen over night'_ Peter thought while tossing his shirt to the ground he then kicked off his pants and shoes and grabbed his mask from out of the pants pocket and he put it over his head. Spider-Man went towards his window and lifted it up and jumped out.

* * *

**Elsewhere- Fisk Research Center**

Bullseye sneaked around the lab interior and from his position he spotted The Enforcers. He had just entered the facility when they came crawling back, licking their wounds from their most recent battle with Spider-Man. He could hear them loud and clear and he could hear the sounds of Alistair repairing their armor.

Bullseye licked his lips and put a smile upon his face.

'_I wonder how Vanessa would take losing her three new Enforcers'_ he thought to himself.

* * *

"HURRY UP!" Ox's voice echoed.

"I'm almost finished" came Alistair's voice.

* * *

Bullseye watched intently as Alistair did a speedy repair of Ox's busted suit. The expert marksman looked down towards the white belt around his waist and he gripped the buckle. The buckle was easily pulled off; he turned it over and he eyed dozens of thin needles. He licked his lips again and carefully poured out three thin needles.

"Okay, let's have a bit of fun" he whispered.

* * *

"I'm done, your suit is back to perfection" came Alistair's voice.

"Finally" Fancy Dan stated "Come on let's get out of here."

* * *

Bullseye held up one of the needles and he aimed it at the back of Ox, he flicked the needle and it flew towards Ox. He took the remaining two needles and held them in either hand and he flicked them at Fancy Dan and at Montana.

An evil smile graced his lips.

"Have fun boys." He said as he watched them rocket out of the lab.

* * *

**Later- Police Precinct- Break Room**

Valerie Hardy downed her fifth cup of coffee and looked at the clock hanging on the wall. She let out a frustrated sigh and looked at the two officers of the law in front of her, Captain George Stacy and Lieutenant Terri Lee.

"How long do I have to stay here!?" she asked

"Ms. Hardy I know that this is frustrating but…" Terri started before being interrupted by Valerie shooting up from her seat.

"FRUSTRATING! THIS HAS PASSED FRUSTRATING! MY FAMILY IS OUT THERE WITH SOME PSYCHOS AFTER THEM AND I'M STUCK HERE WITH YOU GUYS WHO ARE SUPPOSED TO BE OUT THERE LOOKING FOR THEM!"

"We are Ms. Hardy" Captain Stacy replied in a calm tone, "We're doing all that we can"

"Oh yeah, well it looks to me like you're sitting on your ass" Valerie snapped.

**TAP! TAP!**

The three individuals turned to the small window to the left of them to see Spider-Man lightly tapping on the window.

"About time" Captain Stacy whispered getting up from his seat and walking towards the window. He slid it upwards and allowed Spidey to crawl inside.

* * *

**Outside the Precinct **

Black Cat, from her perched position she could see Spider-Man crawl in through a window and into the small break room. She had been scouting the place out; it didn't take her too long to locate the police precinct that housed Captain Stacy. Once she found where he was she made her way over and she had caught a glimpse of her sister Valerie. She had been waiting for the cops to leave the room they had her in so she could sneak in but they were taking too long and now Spider-Man had shown up.

"Well, this just got interesting" she said with a smile.

* * *

**Break Room**

"You." Said Valerie

"Uh..me" Spider-Man replied dropping down to the ground, he looked between the three of them and he let his eyes rest on Valerie, "I saw your sister today. She was kidnapped by the same guy who tried to kidnap you…only he wasn't alone."

"Did you save her!? Where is she!?"

"I did manage to save her but I don't where she is…I told her to run while I dealt with them, and I told her to find Captain Stacy."

"She went back to her house kid. Don't worry though; I got a unit on the way here with the girl in tow. They should be here…actually they should have been here 15 minutes ago."

* * *

**Outside **

**THUNK!** Went the sound of the Black Cat sinking her claws into the brick siding of the police precinct. The black clad thief slowly climbed up the wall and towards the window where she had seen her sister and Spider-Man

* * *

**Inside**

"15 Minutes ago…well what's keeping them?" Valerie asked, panic in her voice.

"I don't know"

"Ms. Hardy, just calm down" Spider-Man.

"YOU'RE THE SECOND PERSON TO TELL ME TO CALM DOWN I'M NOT GOING TO CALM DOWN!" she shouted.

Spider-man let out a sigh and rubbed the back of his neck, her anger was justified, her family was in the wind and none of them had any useful information to give her. The wall-crawler turned his eyes away from her and it was then that they landed on the small window that he had crawled through. He saw a female figure in the window.

"WHOA!" He shouted suddenly lunging forward and catching everyone off guard.

They all turned to the window and saw the figure.

"Felicia" Valerie whispered.

**CRASH!**

Spider-man crashing through the window, spearing the unsuspecting Black Cat across the waist.

* * *

**In the air**

Spider-Man and The Black Cat hung in the air for a split second before he shot a web. The two of them dipped low and towards the ground before swinging upwards in a long arch. When they reached the height of the arch Spider-man let go of the web and went sailing for a nearby rooftop.

* * *

**WHUMP!** Went the sound of the two of them hitting the roof and rolling across the concrete.

Spider-Man righted himself and then pinned the Black Cat to the roof. He was on top of her and had her hands pinned over her head. He was breathing heavily but when he started to calm down slightly he got a good look at her and his heart skip a beat for a second because staring back at him was one of the most beautiful women he had ever laid eyes on. Her platinum white hair lay sprawled about and her emerald colored green eyes had a playful nature to them and there was a devilish grin on her face to top it off.

"That's a tight grip you got there handsome…..do you think you can make it a bit tighter" she said in a low husky voice before giggling.

Spider-man swallowed a lump in his throat; he shook his head and remembered what was at stake.

"WHO ARE YOU? ARE YOU WORKING FOR THE KINGPIN?"

"Can't say that I am….I'm a free agent" she replied while rolling her wrist in his hand and using her own strength to quickly brought her arms down to her side. The motion threw Spider-Man off balance and brought him forward to where she gave him a hard head-butt to the nose. Black Cat laughed as she capitalized on his sudden lose of balanced and shifted her weight she was able to roll over and be on top of him. She then grabbed his hands and pinned them to ground, having him in the same position he had her seconds ago. Black Cat leaned in real close to Spider-Man's face.

"Just so you know….I like to be on top. I'm not working for the Kingpin but I think your cop friends are….I don't trust cops…so I'm here to rescue Valerie Hardy."

"What?!" Spider-Man exclaimed, "They are not working for the Kingpin"

Spider-Man gritted his teeth and he bucked his hips tossing her off of him and then rolling into a crouch. He looked to see Black Cat doing the same thing. The two of them rose to their feet and eyed the other down. Spider-Man lunged forward with a punch; the Black Cat ducked and went low with a leg sweep. Spidey hopped over the sweep and twisted in mid-air landing behind her. The Black Cat smiled and quickly rose up with an elbow that nailed him in the jaw. She then grabbed his left wrist twisted it and brought it around his back and wrapped her other arm around his throat.

"OOOO I like this dance" she said in his ear, "You don't mind if I lead do you?" she asked kneeing one of his legs and causing it to buckle but he caught himself.

"Only if you don't mind me changing the pace." He replied.

Spider-Man used his free hand to grab and pry her arm from around his neck, he felt the way he hand his arm twisted behind his back and so in a display of agility he pushed off of the ground and twisted his whole body in that direction and when he righted himself he was facing the Black Cat, her right hand had his left wrist and his right hand had hers.

"Flexible…..that's good to know" she said.

"I can't let you get to Valerie Hardy….not until I get to the bottom of this problem"

"It's a family thing."

"And what are you a family friend or something?"

"Or something" she replied lifting her left foot straight up and kicking him in the chin. Spidey's teeth clicked together and he had to take a step back.

"Ow, seems like I'm not the only one that's flexible."

The Black Cat giggled, "You have no idea"

The two of them stood there for a second looking at the other.

"How can you be sure your friends are on our side?" she asked.

"There is no our side between you and me and I'm sure because they hate the Kingpin as much as I do. We've been working to take her down for the longest."

"Bang up job so far handsome."

"It's a work in progress….now who are you?" he demanded, _'And why do you seem so familiar..'_ he asked himself in his mind.

"We've met before you know" she said.

"I think I would remember meeting Lady Gaga's understudy."

"HA!" she laughed at the quip "The last time you saw me I was in disguise….that wasn't me….this is my true face though. This is who I am."

"And who are you."

"The best thing that's ever gonna cross your path…..I'm **The Black Cat!**"

* * *

**End Chapter: Read and Review: **** WHEW! MAN!, that chapter was a chapter that was loooooong overdue, am I right LOL! I'm sorry about that people, I really am…my only excuse is to blame the Walking Dead, the comics and the series which are very different from each other. Anyway though I apologize for the long long wait, but hopefully it was well worth the wait. They have finally met. Both personas have met each other and each time there have been fists and fireworks. The current plotline I have them involved in is gonna conclude in the next chapter but the whole Black Cat arc is far from over. I hope I stayed true to her character but if I didn't let me know and I'll be happy to try my best to fix it. I hope everyone is enjoying the story despite my long absences. I'm trying my best to get all theses stories out but it's just finding the time to do so…it's not about storylines because I got a million of them it's finding a good time to put fingers to keyboards, so, I want to thank all of you for being so patient with me. I know many of you are wondering when this story is going to be over because it may be dragging a bit, I wanted this story to conclude by the end of this year, but I'm going to make an amendment to that statement. I'm not going to say when it's going to end because I want it to end the right way and on the right note which is going to spring us all into Volume 3 at a logical point. I recently went back and looked at Vol 3 and compared it to Vol 2 and volume 3 is much more grittier and down to earth….I think…I mean there is the big events and whatnot but there are more street level stuff…but in order to get to that place in Volume 3, Volume 2 needs to run a bit longer. A few more things need to happen. So all that I ask is for your patience, and your awesome reviews LOL! If you bring the patience and reviews, I'll bring the popcorn and epicenes HA! Anyway My loyal readers I'm back and I hope you'll enjoy this chapter, if you have any questions comments just leave it in the review or just send me a PM and I'll get back to you ASAP, this is Nomad88 saying later…..**

**Ps: Superior Spider-Man so far what say you my loyal readers…..hate it, love it, or just dear God kill me now LOL! I'd love to hear all of your thoughts and comments and I'll give you readers my thoughts on the matter as well. Oh Secret Warrior is coming up as well as Batman Beyond and Superman Vol 1, this is me saying later…..**

**Next up: ENFORCE THIS! **


	83. Enforce This!

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back again with another chapter in the Spider-Man mythos. I hope everyone enjoyed the last chapter and the official debut of Spider-Man and Black Cat's first meeting. The first of many encounters LOL! This chapter will be the end of the current story arc that I have them in and from here we jump into another arc. I know I've been kinda MIA a little regarding this story but hopefully I can start getting these chapters out to readers as quick as possible because know all of you are dying to know what comes next LOL! Again I hope everyone is liking everything that I'm bringing to the table and if you don't just let me know I'll try better in the future. Enough of me talking time to get on with the story, but as always before I please keeping READING, REVIEWING, and of course ENJOYING! Now on with the show. **

* * *

**Chapter 74: Enforce THIS!**

**Roof-Top**

"And who are you?"

"I'm the best thing that's ever gonna cross your path…..**I'm The Black Cat!**"

* * *

Spider-Man cocked his head to the side a bit.

"The Black Cat huh…I think Catwoman would have been better or is that a little too on the nose." He quipped.

"It's taken actually and I probably would've gotten sued over copyright infringement if I had used that name." She quipped right back with a smile.

"Well Black Cat, not that I don't appreciate your involvement in all of this, you can sit this one out. I'm on the case and I'm gonna help Valerie and her family."

"Isn't that sweet of you…you're just gonna swing in and save the day, well handsome I'm gonna have to decline your offer. Like I told you this is a family matter, and I appreciate your help so far but I think Wilbur and Charlotte need help spinning messages in the barn."

"Very funny" Spider-Man replied sarcastically.

"Hey you started it."

"And you started THIS!" Spider-Man shouted before thrusting his hands forward and firing two web-lines at his feline themed foe. Black Cat saw the webbing and she flexed her claws and slashed them to pieces when they got close enough to her.

"HA!" she shouted in joy, however her joy was short lived as she looked up to see Spider-Man was airborne and heading right for her. The Black Cat had just enough time to roll to the side and get to her feet.

Spider-Man landed and dropped to the ground and swept her feet from under her.

"Oof" she grunted as she hit the concrete, but it didn't stop her.

The Black Cat smiled to herself and quickly jerked her whole body to the right making sure to straighten her feet so they smacked Spidey across the jaw. In a show of agility the Black Cat turned her attack into a hand stand and then pushed off the ground and landed in a crouch, staring at Spider-Man with playful eyes.

Spidey rubbed his jaw and stared back at the mysterious black clad female.

'_Just who is this girl? And that accent…it's English and why is it so familiar? She says we've met, but I don't….'_ he started but his thoughts were interrupted by Cat.

"You know, we're kinda evenly matched"

"That remains to be seen." Spidey replied.

"Hmph…we could be at this all night then" She said, narrowing her eyes a bit but never once did her smile leave her face.

"Fine by me, I can go all night."

"HAHA! So can I." she replied obviously more in tuned with the double entnedre.

The Black Cat lunged forward and Spider-Man followed suit.

* * *

**Police Precinct**

"WHO THE HELL WAS THAT!" Lieutenant Lee exclaimed while running towards the window but she didn't see Spider-Man or the woman that he tackled.

"Never mind who she was do you think she was working for the Kingpin?" asked Captain Stacy.

"No, no she wasn't" Valerie answered.

Captain Stacy and Lieutenant Lee turned and looked at her.

"You know her?" Terri asked.

"Yes, she's….uh…a family friend" she lied.

"A family friend" Captain Stacy repeated with raised eyebrows.

Valerie nodded her head and both the veteran cops stared at her for a long moment, they glanced at each other and by the look on their respective faces they knew that the girl in front of them was lying or at least not telling them the full truth of the matter. They were about to press her for more information when Lieutenant Lee's cell phone started to ring.

**RING! RING! RING!**

Terri reached for her phone and she answered the call.

"This is Lee."

"_Are you in charge?"_ came a gruff Brooklyn accented voice.

"Who the hell is this?" Lieutenant snapped.

"_This is the guy that has the life of your officers in his hands." _

* * *

**Hardy Penthouse**

Fancy Dan had the cell phone up to his ear and he was staring at the two officers who were each being held by Ox and Montana.

The three Enforcers had quickly resumed their search for The Hardy daughters and they had agreed to check the penthouse just on the off chance that one of the daughters had made their way back. It would be the last place they would think for them to look but to their surprise they found two officers waking up from being forcibly knocked unconscious. It didn't take them long to get the information that they needed.

"_My officers!?" _

"That's right"

"_What do you want?" _

"Who are you" Fancy Dan asked.

"_I'm Lieutenant Terri Lee…now…" _

"I want the girl that you have in custody…a Valerie Hardy. Bring her to the Williamsburg Bridge in the next twenty minutes or your officers will die a tragic death." Fancy Dan interrupted.

"_Who is this!?"_ Lieutenant Lee demanded.

"We're the Enforcers…twenty minutes"

**CLICK!**

Fancy Dan smirked to himself as he looked towards Ox and Montana and the officers they had in their grips.

"You sure this a good idea Danny Boy? I know we got the enhancements but that bridge is gonna be swarming with cops." Said Montana

"Damn right it is which is why we're gonna hit them en route to the Bridge. We're gonna surprise them, hit'em when they least expect and grab the girl."

"Smart" Ox stated, "What about the bug?"

"If he shows his face we'll beat it in like we did earlier." Fancy Dan replied while moving towards the two of them and the two officers. He stared at them with serious angry eyes and he slowly cracked his neck.

"I'm only gonna ask once, if I don't hear what I want a limb is gonna get ripped off. Get me"

The officers nodded their heads.

"Good, now tell me…..which Precinct is Lieutenant Terri Lee and Valerie Hardy at right now?"

* * *

**Elsewhere- Fisk Research Center**

John Hardy gritted his teeth and pursed his bloody lips together as he struggled with the tight cuffs on his wrist. The Enforcers had got the drop on him and that was a fact that didn't sit well with him but given his career as a Master thief, people getting the drop on you happens from time to time. The only thing a thief can do is prepare.

John glanced around and he saw Alistair but the wheelchair bound scientist had his back to them. The master thief released a sigh began his struggle again but only this time he was struggling with a purpose. John's right hand started to scratch the skin in between his left middle and left ring finger. He scratched and scratched until he hit a bump. He smiled to himself and he quickly kept pinching at the bump. He pinched the bump a real good time and he could feel a small bloody metal needle started to pierce through his skin.

John grinned a bit to himself as he grabbed the edge of the needle and yanked the rest of it from his hand. He positioned the bloody needle in his hand into the lock around his wrist and he steadily began to work the lock.

* * *

**Spider-Man and Black Cat**

Spider-Man did a back-flip allowing Black Cat's right foot to completely miss him by a mile. The wall-crawler slammed hand onto the ground and then used his other hand to fire a web-line at Cat's foot but she saw the web-line and before he could pull on the web and trip her she bent down and sliced the web with her claws.

Spider-Man pushed off his hands and landed away from her, and she stood up brandishing her claws.

'_HAHA! This is fun'_ she thought to herself with a wide grin, '_But remember girl you can't have too much fun…I gotta get to Valerie and then find Dad…and Mom' _

"Not that I haven't been having a blast but we're gonna have to cut this short. Valerie and I have to high tail it out of here."

"I'm telling you that she isn't in any danger."

"And I'm telling you that I'll be the judge of that."

Spider-Man shook his head and let out a frustrated sigh.

'_This isn't getting us anywhere' _

"Look it seems that we want the same thing….so I'm thinking that there is no reason for us to be fighting. So how about we call a truce"

"HA! Just when I was kicking your ass you wanna call a truce, typical. You don't wanna get beat by a girl so you try to find some way out of the fight."

"That is not true!" Spider-Man exclaimed.

"If you say so Spider-boy." Black Cat replied with a smile.

Spider-Man pursed his lips together and he shifted in his stance.

"...…isn't Josie and the rest of the Pussycats looking for you"

"No, they cancelled their set so I'm free." She replied.

The Black Cat noticed his ridged stance and she prepared herself for another exchange but she knew that whatever was coming next she would have to make sure to put him down so she could get on with her personal mission of getting her sister. The two costume clad teens were getting ready to charge at each other when a single gun shot rang through the air catching their attention.

Spider-Man turned his and looked behind himself. Across the street he could make out Captain Stacy and Lieutenant Lee on the room and Terri had her gun in the air.

"IF THE TWO OF YOU ARE FINISHED WE GOT A CRISIS OVER HERE!" Lieutenant Lee shouted.

Spider-Man heaved a sigh and turned back to the Black Cat.

"Truce" he offered.

The Black Cat huffed and folded her arms across her chest.

"Truce"

* * *

**A Few second later**

Lieutenant Lee saw Spider-Man and Black Cat land in front of her and she quickly aimed her gun at Black Cat.

"WHO THE HELL ARE YOU!"

"WHOA EASY!" Spider-Man shouted jumping in front of her and the gun, "She's…..on our side. I think."

"I thought there wasn't a side between us" said Black Cat.

"Shut up" he whispered back to her.

"I said she's a friend of the family!" Valerie Hardy exclaimed.

They all turned to see her standing at the roof door entrance.

"Ms. Hardy I told you to stay in the break room" said Captain Stacy.

* * *

Black Cat smirked and shook her head.

'_Yeah we're not known for being told what to do'_ she thought in her mind.

"Yeah, like she said I'm a family friend and I think it's time for us to take our leave"

Black Cat pushed her way past Spider-Man and went towards Valerie.

* * *

The two sisters went to each other and immediately embraced the other in a hug.

"Are you alright?" Black Cat asked in a whisper.

"I've been better" Valerie replied.

* * *

Spider-Man narrowed his eyes a bit at the two but his attention was drawn to Lieutenant Lee.

"Kid we got a crisis"

"What else is new?" Spider-Man replied turning to her, "What's the problem"

"The Enforcers…you know them?"

"Yeah, they are the guys in the suits after Valerie and her sister. I fought them earlier."

"Figured as much" Came Captain Stacy's voice, "They got two of our officers and they are offering up an exchange. Valerie for them"

"WHAT!" came a shout.

The three of them turned to the Black Cat.

"They want what…no; you're not taking her anywhere." Black Cat challenged eying them and flexing her claws.

Spider-Man shook his head.

"Relax Michelle Pfeiffer, no one is gonna trade anyone." He said calmly while putting a hand to his chin, "How long did they give us to get Valerie to them"

"20 minutes" Lieutenant Lee replied.

"I have an idea"

"Why am I not surprised" said Captain Stacy shifting in his spot and glancing at the teen.

"Look, just hear me out…."

* * *

**A Few Minutes Later**

The Black Cat was leaning against a brick wall with her mask off of her face and she was looking directly at her sister who had a scowl upon her face.

"What the hell do you mean you're going after them!?" Valerie exclaimed, placing her hands upon her hips.

"Look that plan that Spider-Man cooked up is good and all but it doesn't help us in the long run. Those guys work for the Kingpin and I'm reasonably sure that the Kingpin has kidnapped Mom and Dad. If Spidey and the cops take them in we'll never know where they're keeping them."

"So what are you going to do sabotage the plan?"

"No" she responded while slipping her mask back upon her face "I'm going to improvise" she finished with a smile.

**WHOOO! WHOOO! WHOOO!**

From their position they saw a dozen of police cars fly past them.

"Look they're finally on the move. I gotta follow them."

"And what the hell am I supposed to do while your off gallivanting!?" Valerie exclaimed "There might be other people out there look for us?"

"Go back home" Black Cat responded simply "It's the last place they'll look….trust me."

The Black Cat crouched low and then she jumped, she flexed her claws and then sunk them into the brick wall and she quickly climbed up the wall and then pulled herself over the edge of the roof disappearing, leaving Valerie alone on the corner. Valerie scoffed and folded her arms across her chest.

* * *

**En route to the Bridge**

Captain Stacy turned the wheel of his Crown Victoria and flew around a corner, behind him were several other police cars and they all had their lights flashing brightly for all to see. The Captain reached towards his radio and grabbed it.

**KRZZZ**

"ALL UNITS BE ADVISED THESE GUYS ARE ARMED AND DANGEROUS SO NO HEROICS! WE'RE DOING THIS BY THE BOOK" he said into the radio.

**KRZZZ**

"_Yes sir"_ came the responses over the line.

Captain Stacy released the radio and he glanced to his right and at his former partner Lieutenant Terri Lee.

"I don't like this idea"

"Do you have any better suggestions?" Terri questioned "Under the time frame we've been given we don't have much choice."

"We've been under worse" Captain Stacy grumbled.

"Look it's a solid plan"

"To whom" Captain Stacy replied under his breath "You know exactly why I hate this Terri and yet we…"

"George…." She interrupted, but a voice interrupted her.

"Oh I hate it when Mom and Dad fight"

Captain Stacy glanced over his shoulder and into the backseat where Spider-Man was lazily leaning to the right.

"You guys are tearing me apart…I don't want you to get a divorce. Although it does mean two Christmas's" he said in a feigned hurt voice.

"Shut up" Captain Stacy replied.

Spider-Man chuckled a bit and then leaned up in his seat.

"Captain Stacy I realize that you don't like it when I put myself in danger but look…you haven't seen these guys in action, I have…first hand. And you and the NYPD can not handle these guys on your own, I know you don't want to hear that but the fact of the matter is you can't"

"So what you're saying we're obsolete?" he asked.

"No, that's not what I'm saying. All I'm saying is that these guys can't be handled by guys with badges."

"Then we'll call someone who can handle them." The Captain retorted. "An adult who has the power to…"

"Who?" Spider-Man challenged folding his arms across his chest.

"The Avengers"

"HA!" Lieutenant Lee scoffed "If you can get through to them and their PR staff and besides something like this is below their radar" she finished.

"The Fantastic Four then"

"I go to school with one of them and I might add that he's the same age as me." Spider-Man replied offhandedly.

"Well then the Fantastic Three"

"The same principle George…something like this is a little below their radar." Lieutenant Lee said.

"Whose side are you on Terri?"

"The side that gets sh** done" she replied strongly.

"Face it Captain Stacy I'm all you got, the Avengers and Fantastic Four are great during a crisis, but the big difference between them and me is that I care about the day to day. I care about the people that….." he started but his spider-sense came to life with intense urgency.

* * *

He whipped his head to the left to see a truck flying through the air heading right for them.

"CRAP! TURN!" Spider-Man shouted while lunging forward and into the front seat, he grabbed the wheel from a startled Captain Stacy and turned the wheel to the left.

The Crown Victoria skirted to the right but the Truck managed to smash into the tail end of the car causing it to tilt over and violently roll along the road.

* * *

The Enforcers descended upon the trail of cop cars before any of them could react to the Captain's car being taken out.

Fancy Dan landed on the hood of one of the cop cars and he punched through the glass and grabbed the roof. He then effortlessly ripped the roof off, his eyes searched for Valerie Hardy but he didn't see her so he activated his thrusters and flew into the air and threw the roof down at the car. The roof imbedded itself into the hood and then caused an explosion.  
**BOOOOOOOOOM!**

* * *

Ox zoomed downwards with his shoulder forwards and barreled into the driver's side of a cop car. The force behind the attack dented the door inwards and caused the whole car to flip over two times before coming to a stop upside down. The powerhouse touched down on the ground and he went to the over turned car and he ripped the backseat door open and he looked inside but he didn't see Valerie.

* * *

Montana threw a man hole cover through the front window of the police car he was facing and he smiled when the cover went flying through the back window and right into the engine of the police car behind it, both cars swerved and violent crashed into the other cars on the road.

"HA!" he laughed to himself.

"MONTANA! YOU SEE THE GIRL!" Came Fancy Dan's voice.

"NO!"

"KEEP LOOKING!"

* * *

"ooof…." Grunted Spider-Man as he shook his head and started to rise, "Man…."

**KABOOOOOM!** Went the sound of an explosion. Spider-Man looked to the left and through the busted window of the backseat he could see the Enforcers mercilessly tearing through the police cars looking for Valerie Hardy.

"Ugh…..I knew it; they had no intentions of doing a trade" Spider-Man grunted to himself "Not the Kingpin's MO."

"God…" came a weak whisper.

Spider-Man turned his head to see Captain Stacy raising his head and attempting to gain his bearings. He managed to look through the broken window as well to the see the Enforcers tearing through his officers, he angrily pursed his lips together and then turned Spider-Man.

"Maybe we should take the time to call the Avengers….you got a quarter I think I saw a Payph….."

"JUST GO!" Captain Stacy yelled.

Spider-Man shot a web at a light-pole and he pulled himself out of the overturned Crown Victoria.

* * *

**Few Feet Away**

"ANY OF YOU SEE THE GIRL!" Fancy Dan shouted.

"NO!" Ox shouted back.

Montana from his position in the air was about to respond when he caught a flash of red and blue swinging right for Fancy Dan.

"DANNY BOY LOOK OUT!"

* * *

Fancy Dan heard the shout and he turned around just as two feet met his face mask.

**BAM! **

"EIGHT BALL CORNER POCKET!" Spider-Man shouted.

Fancy Dan went flying and he barreled directly into Ox.

* * *

Montana saw the two of them hit the ground and he activated his thrusters and he zoomed towards Spider-Man, he flicked his wrist and produced a sharp blade and he had every intention of taking his head off with the extended blade.

Spider-Man's spider sense blared loudly and he ducked under the strike and he responded with a straight punch to Montana's stomach. Montana felt the strike through his suit and he took a stepped back and then raised his arm. He came down with his blade but Spidey side-stepped that attack he hopped in the air and threw out a firm kick to the same spot on Montana's gut. The metal groaned again and Montana bit his lip. He then retracted the blade and held up his right hand. From his outstretched hand an electric lasso fired and it was aimed for the wall-crawler's head but he jumped to the side. Spidey slammed one of his hands down on the ground and with the other he fired a web at the extended lasso. He landed on his feet and with both hands he grabbed on the web-line.

'_Spider-Sense!' _

Spider-Man turned his head to see Fancy Dan and Ox flying right for him.

"HI-YO! SILVER! AWAY!" Spider-Man yelled tugging on the web and swinging Montana at the approaching duo.

* * *

Fancy Dan saw Montana coming his way and he quickly jumped in the air but Ox was slower to react. Montana crashed into him and they went tumbling and skidding along the pavement.

"HA!" yelled Fancy Dan reaching the wall-crawler and throwing a powerful side kick. Spider-Man blocked the blow with his arm and then came around with a roundhouse but his attack was blocked by Fancy Dan's arm.

"Hopin we'd run into you web-head." Fancy Dan growled, "Didn't expect you this soon though"

"That's me…defying expectations"

Fancy Dan grabbed the outstretched leg and slammed his forearm down on Spidey's knee causing it to buckle but the wall-crawler recovered and in a show of agility he jerked his leg from Fancy Dan's grip and then jumped and slammed his heel directly into Fancy Dan's face mask and sending the diminutive man stumbling.

Spider-Man turned to face him but it was then that his spider sense buzzed. Ox came running in and slammed his shoulder into his chest knocking the wind out of him. Ox continued his assault with a powerful punch to the jaw with his right hand and then an equally powerful punch with his left.

* * *

**Up Above**

The Black Cat was posted on the extended ledge of a building watching the fighting below. She grimaced to herself when she saw Spider-Man get punch in the face by Ox.

"Ooo that looked like it hurt….I should go down there and help him, nahhh….I'm pretty sure he's got it under control and plus I've got my family to worry about. Come on Spider all I need is an opening to talk to one of these guys face to face" she whispered to herself while continuing to watch him battle his three foes.

* * *

**Down Below**

Spider-Man kicked Fancy Dan hard in the chest and fired web-line into his face, he was about to yank on it when he felt a nudge from his spider sense. The web-line he was holding was cut by a sharp blade that belonged to Montana as he appeared from the left. Spider-Man crouched and then back flipped over Ox who was trying to grab him from behind.

He fired two web balls that hit Ox in the back of the head before landing on one of the over-turned police cars. He crouched there for a moment gazing at the three Enforcers.

'_Damn...that's how I was going to beat them…keep them separated, take'em on one by one but it looks like that's out of the picture…at least for now. I need to find some way to separate them again.' _

* * *

Fancy Dan ripped the webbing off of his face mask and the mask receded into his suit as he stepped forward and growled at the wall-crawler.

"YOU DAMN BUG!" the short leader yelled.

"Spiders are arachnids little fella" Spider-Man replied.

"You got away last time...but this time I swear on my life that you….." he started before a bullet ricocheted off of his shoulder. On instinct his face mask appeared on his face.

**PING! PING! PING!** Went the sound of several more shots. Spider-Man looked up and the Enforcers turned to see Captain Stacy, Lieutenant Lee and the rest of the NYPD up with their weapons out unloading bullets onto the three villains.

"NO! CAPTAIN STACY TELL YOUR GUYS TO GET OUT OF HERE!" Spider-Man shouted.

"OX TAKE CARE OF THEM!" Fancy Dan yelled while turning back to Spider-Man, "MONTANA WE'LL KEEP THE **ARACHNID** BUSY!"

Ox, without hesitation took off towards the NYPD ready to dish out some punishment and while Fancy Dan and Montana went to their target.

* * *

'_NO! They won't stand a chance again him.'_ Spider-Man thought to himself, he sprung off of the vehicle he was perched upon and he shot a web and swung forward.

Fancy Dan and Montana were on track to collide with him but he tucked his chin and he narrowed his eyes.

'_Time this just right'_ he thought.

The three were about to meet when Spider-Man let go of his web and contorted his body so he passed through the opening in the middle of them, he shot another web and continued on towards Ox.

"SONUVA!" Shouted Fancy Dan looking at the fleeing hero.

* * *

Captain Stacy saw Ox coming for him but he didn't let up his shooting despite his bullets ricocheting off of the armor.

"Come on…go down you bastard!" he exclaimed but Ox kept coming.

Captain Stacy's gun went empty and the brute Enforcer was charging at him but suddenly Ox's charge turned into a stumble when Spider-Man landed on his head. Captain Stacy took the chance to dive out of the way.

"UGH" he grunted as he hit the ground but he didn't focus on the discomfort he turned his head when he saw a shadow fly over him. He saw the rest of the Enforcers heading for their partner and Spider-Man.

"GEORGE!"

Captain Stacy looked to see Lieutenant Lee rush towards him.

"You alright?"

"No, you got a spare clip, I'm out."

"Yeah" she answered reaching into her coat and pulling out a spare clip and tossing it to him, "I think we need to back off and give the kid some space to work."

"Like hell" Captain Stacy responded.

"George."

Captain Stacy replaced his empty clip and he stood to his feet.

* * *

**Nearby**

Spider-Man stuck to Ox's head as the brute thrashed and thrashed.

"Well this seems familiar" he grunted, he looked at Ox's thrusters and a smirk graced his lips "Stop me if you've heard this one before Ox tail but….what did Wynter say to….you know what screw it. FALL!"

Spider-Man lifted his leg and slammed his knee into Ox's thruster again and a loud audible crack was heard, but along with the crack a tiny needle that was lodge into the fuel line in the thrusters on Ox's back was dislodged and fuel began to leak out.

"GET OFF OF HIM!"

'_SPIDER SENSE!' _

Spider-Man was tackled off of Ox by Montana and Fancy Dan.

* * *

Captain Stacy, Lieutenant Lee and a few of the remaining officers moved a several paces backwards all the while watching Spider-Man rolling on the ground with Montana and Fancy Dan on top of him both trying to get a good grip on him but the wall-crawler was squirming and able to keep them at bay but only for the briefest of seconds.

* * *

Spider-Man kicked Montana in the bicep to keep him from punching him but Fancy Dan was able to punch him in the face and then grab him by the throat. Spider-Man socked him in the face and he tried to roll away but Montana managed to grab his foot. Montana concentrated and the suit responded by delivering a steady shock to the wall-crawler.

"AHH!" the hero cried out.

Montana concentrated again and another shock was delivered. Fancy Dan got to his feet and kicked Spider-Man in the ribs. Spider-Man gasped but then he yelled because another shock of electricity hit him.

"Hey I want a turn" came Ox's voice "Stand em up"

Montana got to his feet and he grabbed the stunned hero by the back of his costume and easily hoisted him up so his feet were dangling off of the ground.

"Ugh" he groaned.

Ox smiled to himself as he balled up his fist.

"You like jokes huh bug well I got one for you…..what did the fist say to the face….give up….." Ox started cocking his fist back.

**POW!**

* * *

**Seconds before**

"HOLY CRAP GEORGE!" Lieutenant Lee shouted as they saw the dire situation Spider-man was in, she turned to the Captain who had his weapon raised at Ox and one eye closed.

"I see him" Captain Stacy whispered while aiming at Ox's back, he said a silent prayer and then pulled the trigger.

**POW!**

* * *

The single bullet flew forward and struck Ox's exposed back, the bullet scrapped against the metal and a spark erupted. The spark headed for the small leaking fuel and an explosion rocked the street.

**KABOOOOOOOOOOOOOOOOOOOOOM!**

The force of the explosion ripped through Ox and it blew Montana, Spider-Man and Fancy Dan away.

* * *

**Up Above**

"HOLY!" The Black Cat yelled while shielding her eyes from the explosion. She heard a yell and when she moved her hand she saw a body go flying through the air and then land directly below her. She narrowed her eyes at the body and she could see that part of the mechanized armor was still attached. The Black Cat looked around but she didn't see anyone looking her way so she jumped from her perch.

* * *

**Down Below**

The Black Cat approached the body but she had to stop and turn away for a second because the smell of charred flesh overwhelmed her.

"Jeez" she gasped sucking in some air and trying to block out the smell.

"….oo…uuuuugh…" came a pained moan.

The Black Cat turned back around and she looked at the charred and mangled remains of Ox. All of his flesh was burned and the parts of his armor that remained were seared to his flesh. He was missing a leg, an arm, and part of his ribs were showing. He almost didn't look alive but the shallow gasps he was taking indicated that he was still alive, for the moment.

"Guy you have seen better days" she whispered looking him over.

"….omma….mom..ma…" he managed to gasp in agony.

The Black Cat leaned closer to him and his eyes were open but they were melted and charred as well, so she knew that whatever he was _'seeing'_ he wasn't seeing her.

"I'm….I'm here" she whispered to him.

"I…..I've…been…bad" he gasped.

"I know son….you have been bad" she soothed "But you can be a good boy again."

"H-H-How…"

"Once you kidnapped the girls, where were you supposed to take them?" she asked.

* * *

**Few Feet Away**

"Ugh…." Spider-Man groaned as he pushed himself up into a sitting position; his ears were ringing loudly and everything was hazy, and his world was spinning but one thing he knew for sure was that he was alive, he was a bit worse for wear but he was alive. The costume he was wearing was shredded, he was missing both of his lenses in his mask, and the patches of skin that were visible were angry and red but he was alive.

"OX!" came a loud distorted sound.

Spider-man heard the sound and he searched for it but everything was still hazy and spinning. The ringing in his ears rang very very loudly for a second before suddenly ceasing completely.

"OX! OX!" came a scream of bloody murder from Montana.

Spider-Man stared a few feet ahead to see Montana on his knees staring at a charred and severed arm and leg, the only remains left of his partner and friend Ox.

Spider-Man tried to move but it was then that pain hit him like a ton of bricks, his insides felt like jelly and a pained gasp escaped his lips.

"I think I'll just rest"

* * *

**Few Feet Away**

"OX! YOU F**** COPS! YOU MURDERED HIM! YOU F**** MURDERED HIM! I'LL KILL ALL OF YOU F**** FOR THIS! I'LL KILL YOU ALL!"

Montana said while rising to his feet and eying the men and women of the NYPD that were standing several feet away.

* * *

"Or maybe I'll get up" Spider-Man said to himself. He forced himself to his feet, swaying slightly but he managed to stand to his feet, "HEY!"

'_Spider sense' _

Spider-Man turned slightly but was speared across the waist by Fancy Dan. They tumbled and Fancy Dan landed on top of him with a fist fill of his costume in hand. Fancy Dan had scorch marks across his face and his armor was damaged.

"YOU!" he growled, "YOU DID THIS! THIS WAS YOUR FAULT! HIS DEATH…MY FRIEND'S DEATH IS ON YOU!"

"You know…it's…not nice to yell" Spider-Man retorted in a groan, "And by the way…this is your fault. Being a goon for the Kingpin…never ends well."

"RAH!" Fancy Dan screamed raising his fist.

"HEY! SUPER MARIO! ENFORCE THIS!"

Fancy Dan turned his head in time to receive a white boot to the face and the diminutive fighter went to the ground again. Spider-Man followed the shadow that passed over him and his eyes widen a bit when the Black Cat landed a few paces away from him. She turned and looked at him.

"Don't say I never did anything for you handsome." She said in that alluring voice of hers, she pouted her lips and kissed her hand and then blew the kiss to him, "Until next time"

The Black Cat ran away and fired what looked like a grapple hook from her glove, she pulled herself towards the roof of a small store and she disappeared.

"Wow" he whispered while pushing himself up, he then turned towards Fancy Dan who was shaking his head. Spider-Man gritted his teeth and flipped to his feet, "Okay…it's time to end this"

Fancy Dan glared at him and pushed himself to feet as well.

"I agree"

The two combatants rushed at each other.

* * *

Montana charged at the NYPD who had their weapons trained upon him firing at him, but it was futile, his armor held strong. He reached the line of officers and he kicked one in the chest sending him flying. He whipped around and smacked another officer across the face nearly knocking the man's jaw off of his face but Montana didn't care.

**PING! PING! PING!** went the sound of the bullets bouncing off of his armor. He grabbed two officers by the front of their uniforms and swung them around and tossed them away.

Captain Stacy and Lieutenant Lee were slowly backing up but keeping the pressure of their weapons on Montana.

"George this is getting us nowhere." She said frantically.

"Just keep shooting Terri for Christ sake."

Lieutenant Lee gritted her teeth and looked past Montana, she sucked in a breath and glanced at George and she could see the sweat rolling off of his forehead. Montana was making quick work of the officers present and it he getting awfully close to them and in realizing that she made a decision.

"SPIDER-MAN!" she screamed at the top of her lungs.

Montana heard the scream and he saw Lieutenant Lee and he rushed her. He grabbed her by the throat and held her high. Montana turned his head to see Spider-Man look in their direction but had to block a fist coming from Fancy Dan.

'_Damn…..the bug is coming this way….I know he is…..Dan can't hold him forever, I need to help him with the bug and then I can turn my attention back to these f**** and I'm gonna take my time and I swear I'm gonna find the one that killed Ox_' he thought to himself.

"HEY LET HER GO!" Captain Stacy yelled. He pulled the trigger on his gun again but the weapon went empty. Montana turned to him and tossed Terri at him, he saw her coming and he opened his arms and caught her but the momentum still took them down to the ground.

Montana turned towards the direction of Fancy Dan and Spider-Man, the angry Enforcer flicked his wrists and two long blades emerged from the top of each wrist. He activated his thrusters and he zoomed forward with his blades aimed at Spidey's back.

* * *

Spider-Man blocked a straight punch and he responded with hard uppercut that made Fancy Dad's teeth click together. Fancy Dan took a step back and he flicked his wrist and produced a sharp blade from his right wrist. He took a swing at Spider-Man but he leaned back and responded with a right hook.

"Give it up you can't beat me" Spider-Man said.

"Like hell I can't…there ain't nobody I can't beat you ass" Fancy Dad growled back spitting blood onto the ground.

"Right"

Fancy Dan heard the disbelief in his voice and that just made him even angrier, however before he could continue his battle he saw Montana speeding towards them with his blades extended. He saw that Spider-Man didn't notice him and that's when the plan formed in his mind. Fancy Dan shifted in his stance and he waited. He eyed Montana and how quickly he was approaching.

"We can end this right now…just surrender and tell us the Kingpin's endgame"

"You're right about one thing Arachnid…..this ends NOW!" he yelled activating his thrusters and speeding forward.

Spider-Man stared at him but his spider-sense came to life and on instinct he crouched and then sprung backwards in a backflip and as he executed the back-flip Montana's blades missed him by inches and instead of seeing a red and blue costumed body he saw the alarmed face of Fancy Dan as he was coming directly towards him.

"Uh-Oh" they both said at the same time.

**BANG!** **SCHRRRIPPPPP!**Went the loud sound of them clashing together and the sound of metal piercing metal along with flesh. The two had clashed and in their clashing their extended blades pierced through their armor and out through each others back.

* * *

The two Enforcers had shocked expressions on their face as they felt the other's cold steel blade protruding from their body. Montana looked down to see his two blades deep with Fancy Dan's chest while Fancy Dan looked to see his blade deep within Montana's solar plexus.

The two Enforcers were so shock with their position that they didn't notice that their thrusters were still going and that a thin needle that was lodged within the fuel line disengage.

* * *

Spider-Man landed on the ground and he looked to see a blade run through Montana's back. The wall-crawler had just enough time to gasp right before the two of them suddenly exploded.

**KAAAAAAAAAAAAAABOOOOOOOOOOOOOOOOOOOOOMMMMMM!**

The force of the explosion lifted Spider-Man off of his feet and blew him away. The web-spinner hug in the air for a second before roughly hitting ground and skidding across the asphalt.

* * *

**Elsewhere: Fisk Research and Development Center**

Vanessa Fisk stood in front a defeated looking Anastasia Hardy. Anastasia had been released from her bonds and she was sitting on her knees with her head down staring a thick contract in front of her.

Vanessa clicked the pen in her hand and then tossed to the ground.

"Sign it…NOW!" she shouted.

Anastasia looked up at Vanessa briefly and then back down at the contract, a sob escaped her throat and she shakily picked up the pen.

"Don't do it Anastasia!" John exclaimed loudly.

"There isn't any other option John." She growled back to him.

"Yes there is…..we keep our company…..and I kill the so call Kingpin of crime" John said darkly.

Vanessa scoffed and then turned her head to him.

"I highly doubt that….." she started but it was then that she saw the binds behind his back drop and him bring his hands around to the front. Vanessa had enough time to gasp as John lunged at her and wrapped his hands around her throat; his strength had returned enough to where he was able to lift her off of the ground, adding even more pressure to her throat.

"ANASTASIA RUN!" John growled but not for a second did he take his eyes off of Vanessa who was clawing at his hands trying to get them off of her throat so she could breathe, "You deserve this" he growled, "Threaten my WIFE! MY CHILDREN!"

"JOHN!" Anastasia suddenly yelled.

"I SAID RUN!"

**THUNK!**

"AH!" John gasped as he felt a spike imbed itself into his arm, the pain was so sharp and sudden that it caused his arm to lock up and buckle and so he lost his grip upon Vanessa and she dropped to the ground unceremoniously. The Kingpin saw Bullseye lazily leaning against one of the machines in the lab and Alistair was right next to him.

"Naughty boy, that's not how you treat a lady" Bullseye teased while twirling a thick metal spike that resembled the one stuck in John's arm.

* * *

**Outside**

The Black Cat looked at the facility in front of her and she narrowed her eyes. She could see several ways in which she could sneak inside but the time that it would take to scout out the security was not worth the trouble. Her father and her mother were inside and she knew she had to rescue them.

'_How am I going to get in there….come girl think!'_ she said in her mind. The Black Cat bit her lip when she looked to her left to see the front half of a parked Semi-truck, she smile to herself _'Not very sexy…..but exactly what I need'_

The Black Cat dashed from her hiding spot and to the Semi.

* * *

**Inside**

"AH!" John yelled while yanking the spike from his arm.

"JOHN!" said Anastasia standing up and looking at his profusely bleeding arm.

"I told you to run"

"There's nowhere to go" she responded.

"H..ell" came a rasp.

The husband and wife looked to see Vanessa rubbing her neck; she let out a cough before snarling at them.

"YOU CAN GO TO HELL! BULLSEYE!'

Bullseye pushed off of his spot and began to stalk forward all the while flipping his metal spike in the air; his crazed eyes darting back and forth between John and Anastasia.

"Eenie…Meenie…Minee….M….." he started but he was interrupted.

**BOOOOOOOOOOOOM!** Went the sound of a Semi-truck bashing through the wall sending bricks and chunks of metal everywhere.

"JESUS!" screamed Alistair mentally directing his hover chair to move backwards. The Semi barreled through the lab destroying machines and everything in its path. Bullseye saw the truck coming but it was upon him before he could move and it hit him sending him flying back. After hitting the crazed assassin the Semi came to a screeching halt.

* * *

The driver's side door opened and the Black Cat stood up and looked around the lab until she spotted her parents.

"COME ON!" she shouted urgently.

* * *

John and Anastasia were shocked to say the least seeing their daughter inside the Semi, but it didn't take them long to start moving towards their escape, but before they got too far John turned around and he bent down and grabbed the contract and he locked eyes with Vanessa.

"This isn't over…not by a long shot." He said with serious eyes.

Vanessa only stared back at him.

"COME ON!" the Black Cat's voice echoed again.

**HONK! **Went the horn.

John turned away and he began to run towards the passenger's side which was already open thanks to Anastasia. He climbed inside, careful not to hurt his already hurting arm and then he slammed the door shut.

The Black Cat shifted the Semi into reverse and slammed her foot on the pedal and the truck skidded backwards and out of the giant hole it created on its way inside.

* * *

**Outside**

Once the Semi was outside the Black Cat shifted gears again and then stepped the accelerator, zooming away from the scene leaving nothing but destruction in her wake.

* * *

**End Chapter: Read and Review: ** **Hey people it's me Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter and the first part of the Black Cat arc and the final part to the Enforcers arc. I know a few of you might be upset because their death but it had to happen. I thought long and hard about it and I only came to the conclusion that from the way they were introduced and what they represented then they had to die. With them gone you can kinda see that Vanessa is kinda all alone protection wise which opens the door for more crazed individuals to fill but I don't want to spoil too much. LOL! Hey I know that my updates having been coming a bit slower and as I said last chapter there are a few reasons why. The first is the Walking Dead…I've gotten involved in that and while I enjoy the comic a whole helluva a lot the show is pretty badass as well. The second reason for my slow updates my fans is that I've got a new story in the works, (Cue the groans right LOL!) I know I know I shouldn't be starting another story when I got four going already that need to be update regularly but what can I say…..when the idea bug bites you, it infects you and gnaws at you until you get the idea out. Luckily though I've already gotten 9 chapters of my new story written/typed and I don't really plan on posting it until I have at least 15-20 chapters typed and ready to go so relax. I'm still hard at work on TSA: Amazing Spider-Man, Secret Warrior, Batman Beyond and Superman, so don't worry about those. Again I know, I know but I promise everything will be updated and the epic will be brought to the table. I hope everyone enjoyed the chapter and the characterizations and the action if any of you have any questions for me just leave it in the Review (A writer's main source of Motivation) or just send me a PM and I'll get back to you ASAP. This is Nomad88 saying later…**

**Ps: Batman Beyond: Neo-Gotham Knights update is coming I swear, then I'm gonna update Secret Warrior Spider-Man and I'm going to attempt to update Superman( I hit a little snag in the story and I'm trying to think of a way to fix it without sacrificing a huge plot point for the story). Anyway if you have any questions for me feel free to leave it in the review or send me a PM…this is me saying later…..**

* * *

**Next up: A Love Jones Interlude**

**Summary: The aftermath of the Enforcers attack forces a few evaluations between two individuals. A revelation is made. Plus the return of an old face and sparks fly all around. (The beginning of a new arc so make sure you don't miss it…later...)**


	84. A Love Jones Interlude

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey readers it's me Nomad88 back again with another chapter in the Amazing Spider-Man universe. I hope everyone enjoyed the last chapter and how I wrapped up that little arc that introduces the Black Cat and the Enforcers. However the Black Cat's arc isn't officially done but her debut is over and she'll be featured in the next few solo chapters. I hope everyone is enjoying her characterization and her current relationship with Spidey so far. Anyway this chapter is not an interlude per se but it bridges the last chapter and how we go forward just like all my other interludes LOL! But I'm gonna stop talking now but before I go I would just like to say please continue to READ, REVIEW (A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 75: A Love Jones Interlude**

**Midtown**

"Yeah…yeah this guy is dead" came the voice Lieutenant Terri Lee as she stared down at the charred and burned remains of the brute Enforcers Ox. The bandaged Lieutenant turned away from the dead Enforcers as the coroner threw the sheet back over the body. Terri looked around to see Paramedics, Fire Fighters and a dozens more officers that were on the scene helping those that were injured during the fight against the Enforcers. Along with the civil servants she also saw the media scattered about trying to get the story of what went down and despite the fact that she told her officers not to say anything there was no doubt in her mind that someone was going to say something, one of the many facts of life that was dependable…people would always talk.

Terri moved away from Ox's body and she walked towards the Ambulance that was a few feet away from her where she saw both Spider-Man and Captain Stacy receiving medical attention.

* * *

**Ambulance**

"OOf" Spider-Man grunted as the EMT finished wrapping a firm dressing around his ribs, "Thanks"

"No problem Spidey" the EMT responded.

Spider-Man smirked a bit and he looked up when he saw the bandaged Lieutenant Lee walking over.

"So, what's the verdict?" he asked.

"He's dead, just like his two buddies" she said to him before looking at her former partner, "You know George it's time like these that I wish I hadn't stopped smoking"

"I know what you mean" he said to her. The Captain glanced at the EMT that was addressing the wound on his head and that's when he waved his hand to knock the EMT's hands away.

"Enough, I'll be fine it's a minor scratch alright." He grumbled standing up and moving away from the ambulance.

"George" Lieutenant Lee called following after him.

Spider-Man saw the two of them walk off and he quickly followed after them.

* * *

"Hey!" The wall-crawler called causing both of them to stop and turn to him, "What's the next move?" he asked.

"You tell me kid you seemed to be in charge around here."

"What the heck is that supposed to mean?" Spider-Man responded.

Captain Stacy looked at him and then he looked around at all of the chaos around him before releasing a sigh, "It means that…..on some level…..what you said before, may hold some weight."

Lieutenant Lee smiled a bit.

"I think what he's trying to say is thanks." She said.

Captain Stacy threw her a look and she just shrugged her shoulders.

"Well that's a first isn't it" said Spider-Man

"Don't get used to it" Captain Stacy responded "I don't condone what you do kid….but after this fiasco here….I'm willing to admit that there are some challenges that we might need you to handle"

Spider-Man nodded his head and he looked around at the chaos that around them and the officers that were injured. He then thought back to his fight with the Enforcers and how they had him on the ropes but thanks to the timely intervention of Captain Stacy he had survived. The wall-crawler rubbed the back of his neck and he heaved a sigh.

"I owe you guys a thanks as well"

Captain Stacy and Lieutenant Lee looked at him.

"If you hadn't fired at the Enforcers they'd probably still be beating on me right about now." He said turning his eyes to them, "I think…..I think we need to start relying on each other more."

"Don't we do that already?" Lieutenant Lee asked.

"Yes…but not really, most of the time we're chasing after the same thing and we run into each other, kinda like tonight. But I mean we need to start making an effort to…to start really trusting each other." He finished looking back and forth between the two of them.

Captain Stacy pursed his lips together and he folded his arms across his chest.

"I guess, still though I…." He started.

"Don't condone….blah….kid….blah blah blah. You know Captain Stacy sometimes when you talk I imagine that you're the teacher in a Charlie Brown cartoon."

Captain Stacy glared at him.

"What?" Spider-Man shrugged.

* * *

Lieutenant Lee shook her head and let a full smile cross her lips. She was about to say something when her phone began to ring in her pocket. She wasted no time in taking it out and answering the call.

"Hello? Oh Thank God….okay…..get yourselves to a hospital and I'll be there shortly" she said before ending the call, "Hey"

Spider-Man and Captain Stacy turned to her.

"That was the officers that were sitting on the Hardy Penthouse. Those Enforcer guys knocked them out and left them there. Valerie Hardy showed up just as they were coming to"

"I knew they never were going to do an exchange" said Spider-Man.

"Not the Kingpin's M.O" Captain Stacy finished.

"Just what the hell are we gonna do about that woman. We know she was involved in this botched kidnapping…we gotta be able to charge her or at least detain her" Lieutenant Lee chimed.

"We can't do anything without any hard evidence. If we go at her now she'll lawyer up and then sue the city for wrong prosecution and win. It's the same deal as before with Wilson Fisk."

"I can get evidence" said Spider-Man

"I'm sure you can but it'll never hold up in court"

"Doesn't matter…as long as we have it she'll be off guard. I got another idea"

Captain Stacy let out a sigh.

"I'm not surprised."

Spider-Man turned away from them and started to walk about.

"I'll be in touch with you guys later" he stated before jumping and shooting a web and then swinging away.

* * *

**Later: Across Town**

The Black Cat slammed her foot on the brake pedal and the semi she was driving came to a screeching halt

"ARGH!" John grunted at the sudden stop, his arm was still bleeding and the spike was still stuck in his arm. Anastasia had a worried look upon her face but for a second she looked away from her husband and at her daughter who was looking at the side mirrors.

"Felicia what the hell are you wearing?" she asked.

"My evening wear mom" Felicia replied sarcastically before turning to look at her "What does it look like" she stated

"It looks like you're dressed as a thief…..a cat themed thief" she replied turning back to John, "I can only guess that you adopted the name Cat"

"Well I am a thief and my father's name is the Cat so…congratulations mom, Sherlock Holmes would be sooo proud that you put two and two together"

"DON'T YOU TALK TO ME LIKE THAT YOUNG LADY!" Anastasia shouted whipping back to her.

"Well when you ask questions like that you deserve…."

"ENOUGH!" John roared before growling in pain, "We have bigger things to worry about….namely Valerie"

"She's safe" said Felicia, "She should be at home right now. I got her out of harms way before I came looking for you guys"

John sucked in a breath and then released it in relief.

"That's good….that's…..ugh" John groaned before suddenly slumping over.

"DAD!" JOHN!" Anastasia and Felicia shouted at the same time.

* * *

Anastasia let John fall into her lap and she looked at his arm that was still bleeding but she noticed that his arm profusely bleeding, gushing out blood. Felicia looked at the arm and at the blood and a worried looked crossed her face.

"That's too much blood" she said while opening her side of the door to the truck.

"What are you doing we need to drive to a hospital!" Anastasia exclaimed.

"No we can't do that, hospitals ask too many questions, which bring police…police and **me** don't mix….. not to mention we have to dump this truck."

"THIS ISN'T ABOUT YOU! We need to get your father to a hospital."

"NO!"Felicia roared back, "Are you listening to anything I'm saying….we can't go to a hospital"

"I am your mother and I'm telling you what we are doing."

Felicia growled angrily.

"Mom listen to me we need to dump this truck before we do anything."

"Why?"

"Because Mom, the Kingpin…Vanessa Fisk will have her men searching for a F**** Semi, we gotta get another car. We got some miles on them but I'm pretty sure they'll be looking for us. Plus this truck is stolen how do you think **I'm** supposed to explain this to the police.

"Listen to me young lady close the damn door and drive us to the nearest hospital"

"MOM! NO! I know what I'm talking about we can't take Dad to a hospital" Felicia replied jumping out of the Semi "We have to take him home"

"AND DO WHAT WATCH HIM DIE!" she shouted.

"I DON"T KNOW I'M PLAYING IT BY EAR BUT I'LL FIGURE IT OUT DAD AND I HAVE BEEN IN WORSE SCRAPS! JUST TRUST ME!" Felicia shouted back.

Anastasia snarled and scooted over to the driver's side door and grabbed the open door and slammed it shut.

"MOM!" came Felicia voice from outside but Anastasia ignored her. She shifted gears on the truck and hit the accelerator _'Selfish brat, this is not about you'_ she thought while continuing to ignore her daughters shouts of protest. Anastasia looked to her right and at her still profusely bleeding husband.

"Don't worry John…just hang on"

* * *

Felicia ran after the speeding Semi but she stopped after a minute and just watched it drive off down the street. She knew that if she managed to catch up to the Semi her mother was dead set on taking her father to hospital. Felicia knew it was a bad idea but she also knew that once her mother set her mind to something there was no way of changing it and that annoyed her to no end. She stood in the middle of the street with her fists balled and a snarl upon her face with an intense urge to punch her mother in the face.

"STUPID KNOW IT ALL BITCH!" She roared at the top of her lungs but her words went unheard.

* * *

**Elsewhere: Eastside of New York- Spy Shop**

**DING!** Went the sound of the door opening. A man in his late twenties was at the front desk and when he heard the door open he light up with joy.

"Welcome to…the spy shop…where we have any and all electronic…equip…." he started then stopped because standing by the entrance door was Spider-Man.

"Hi"

"….."

"Yeah I have that effect on people sometimes" Spider-Man commented. The young man swallowed hard and rubbed the back of his neck.

"Uh….can I….uh help you?"

Spider-Man nodded his head and walked towards him.

"I hope so. I'm James Bond and I'm searching for my Q"

* * *

**Later: Stacy Household 11:30pm**

Gwen Stacy sat on her couch watching the news feed for what felt like the 50th time. She like everyone else was shocked that someone broke into their school and kidnapped one of the students. The student in question hadn't been identified but she had been watching the news to see if they were going to reveal the name however it seemed like the media wasn't going to do that anytime soon. Gwen bit her lip as she recalled how they were all calmly but quickly evacuated from the school not long after it had happened. Gwen, Mary Jane, Liz and Jason had found themselves outside with the rest of the students but Johnny being who he is stayed and helped the cops search the grounds for whoever had burst into the school but they hadn't found any trace of the perpetrator.

Gwen leaned back in her seat and she folded her arms across her chest; there was something was nagging at her. When the announcement came that someone was in the school she was a bit afraid that it was someone coming after her but that idea was quickly dismissed. The next thing that was nagging at her was that when they all had been ushered out she could remember the faces of her friends but there was on face that she didn't see in the crowd and that was Peter.

She had looked around for Peter but she didn't see him, not even when Liz offered to drive all of them home. She had relayed her worries but Mary Jane had been the one to put her at ease saying that Peter would probably call them all soon.

Gwen glanced to her right and at her cell phone, so far he hadn't called and she was beginning to worry. Gwen bit her lip and she picked up the phone dialing Peter's number.

**RING! RING! RING! CLICK!**

"_Hey, you've reached Peter's phone and I'm sorry I can't….." _

**BEEP! **went the sound of Gwen ending the call, she took the phone from her ear and she looked at it.

"Hey, who are you calling?" came a voice.

Gwen turned to see her current boyfriend Johnny Storm walking out of the bathroom.

"I was…." She started, she was about to lie but she decided against it, "I was calling Peter" she relented while hanging up the phone.

"Parker?" Johnny questioned "Why" he deadpanned after a second.

"Because I was worried about him, I mean none of us saw him when we were leaving Midtown High and whoever broke into the school…." She started but Johnny scoffed.

"Gwen, we didn't see him but trust me when I say that…Parker can take care of himself" he said folding his arms his chest and putting a bored look on his face.

"What makes you say that Johnny?" she asked with a raised eyebrow.

"Just trust me. That guy…that guy will be fine" Johnny continued while rolling his eyes and waving his hand dismissively.

"Why are you saying it like that?" she asked.

"Like what?" he repeated walking over to the couch and sitting down next to her.

"Like I'm an idiot for worrying about one of my friends"

Johnny sighed and rubbed his eyes.

"Gwen you're reading too much into it. I didn't mean anything by it other than Parker is a…tough guy. I'm sure wherever he is he's fine, okay now can we stop talking about him."

Gwen looked at him, and she bit her lip again. She narrowed her eyes a bit at him and for some reason when she looked at him she could sense that he was keeping something from her. Before she decided to stop comparing boyfriends she had noticed that Peter had a much better poker face than Johnny and it was never more apparent than now. Peter had very small tells on his face when he was keeping stuff from her, if she hadn't been his girlfriend and knew him as well as she did she would have never noticed, however Johnny….was terrible. She looked at his face and she saw numerous signs that told her that he was keeping something and it had something to do with Peter but she decided not to push the issue. She wasn't going to push it because she did know that Peter could take of himself but it didn't stop her from worrying and because she didn't want to make Johnny upset.

"Fine" she answered turning back to the TV.

"Thank you" Johnny replied scooting closer to her and giving her a kiss on the side of her lips, "Thank you" he said again as he came around and then kissed her on the lips. Gwen kissed him back; they continued to kiss until Johnny broke the kiss and looked at her with a strange look before running to the bathroom.

"DON'T STOP LOVING ME!" he shouted as he reached the bathroom and slammed the door.

Gwen hung her head and laughed a little bit.

"I told you to eat my father's cooking at your own risk!" Gwen called out

"GOD!" Johnny shouted from the bathroom.

Gwen let out another laugh and then leaned back into the couch again; she was able to sit there all of about ten seconds before her mind went to the moment that had passed between her and Johnny.

'_He seemed in a hurry to change the subject. GAH! Who could blame him, his girlfriend talking about her ex-boyfriend not really a subject one wants to keep talking about but then again….he was a bit too quick on the change'_ she thought to herself.

Gwen eyed the bathroom door and then she eyed her phone again. The nagging feeling kept gnawing at her and she knew she would not get any rest until she knew that Peter was at least okay. She bit her lip and the reached for the phone and scrolled through her contact list until she reached Mary Jane's number. Gwen pressed send and put the phone to her ear.

* * *

**Queens- Watson Household- same time**

Mary Jane was finishing up a set of sit-ups when she heard the sound of her phone ringing.

**RING! RING! **Went the sound of her cell phone, she stopped what she was doing and she went to her phone that was on her nightstand and answered the call.

**CLICK!**

"You got Mary Jane"

"Have you talked to Peter at all today…I mean since school?" came the voice of Gwen Stacy

"Gwen?" Mary Jane replied before her mind registered the question, "Uh….no…no I haven't talked to him" Mary Jane replied while walking towards her open window. She looked down the street and at Peter's house.

"You haven't. Do you think he's alright?"

Mary Jane released a sigh and continued to look at the house down the street.

"I'm certain that Peter is fine, don't worry about him…he can take care of himself." She stated.

"…"

There was a paused on the other end and Mary Jane took the phone from her ear for a second and looked at it before putting back to her ear.

"Gwen…are you still there? Did you hear me?"

"That's the second time, within the last five minutes that someone has told me that Peter can take care of himself. That'll he'll magically be fine."

"Gwen I mean this is Pete we're talking about"

"He's disappeared Mary Jane…someone broke into the school and kidnapped one of the students and now no one has seen him. The news hasn't released the identity of the student…I mean what if what if…"

"Whoa Gwen, call down I'm sure…"

"Don't tell me to calm down Mary Jane, have you ever been kidnapped…HUH! I….." Gwen started and then stopped.

Mary Jane looked away from Peter's house and she leaned against the window seal. It was in that moment she realized what was going through Gwen's mind; her whole ordeal with being kidnapped a few months ago.

"Gwen"

"I'm sorry Mary Jane; I don't know what came over me, I…."

"Don't worry about it. Look…we know Peter alright; he's fine wherever he is…he still works for the Bugle so maybe he's out getting pictures or something. I don't think we should worry too much you'll se he'll show up tomorrow"

"…..yeah" said Gwen "Anyway I'm just over reacting. Forget I even called alright…I'll see you tomorrow"

**CLICK!**

* * *

Mary Jane hung up the phone and she released a sigh and continued to look down the street and at Peter's house but it was then that she caught the sight of movement out of her peripheral vision.

Mary Jane turned her head slightly and there, across the street hopping between the roof-tops on the house was Spider-Man. Mary Jane hid herself a bit as she watched Spider-Man continue on until he reached Peter's house. If you didn't know what to look for you would have missed him but this isn't the first time Mary Jane has caught a sight of him hopping between houses. He looked around for a second and she made sure to tuck herself a bit closer to her wall. He continued to look around before climbing towards the attic.

The red-headed bombshell leaned forward on her window seal and a small smile graced her lips.

"Nothing to worry about at all" she whispered to herself.

* * *

**Parker Household- Attic **

"What a night" Peter whispered to himself as he laid his mask on his keyboard and plopped down in the chair in front of his computer. He carefully took the web-sack that was on his shoulder off and he let it drop to the ground. He ripped it opened and several bits of electronic equipment fell onto the ground, he let a smile grace his slightly bruised lips and he cracked his fingers.

"Alight time to get to work. If I can pull this off I might be able to hit Vanessa where it hurts and taker her down just like I did her whale of a husband Wilson Fisk." He said to himself as he picked up the equipment that he got from the Spy shop on the east-side of town, he let out a sigh and then crack his neck "It's gonna be a long night"

* * *

**Stacy Apartment**

After Gwen had hung with Mary Jane she leaned back into her couch and tossed her phone to the other side of the couch. She had did her concerned duty for the day and since everyone believed Peter was going to be fine she decided that she wasn't going to think about him anymore. The young blonde cleared her mind of him completely.

The bathroom door suddenly opened and Johnny Storm came stumbling out.

"Man, I will never eat your Dad's cooking again" he said weakly, "I think I just lost 20lbs in there"

Gwen shook her head

"My dad's cooking separates the weak from the strong." she joked.

"Cool so I got a strong stomach, I survived."

"And you're not crying so I'll give you a C+" she replied giggling.

Johnny laughed and he went over to the couch and plopped down next to her, he then scooted a bit closer to her and then he leaned towards her lips.

"So, before we were rudely interrupted by a little something called bad timing….I think we were somewhere around…here" he finished by placing his lips onto hers. Gwen smiled a bit before she kissed him back.

The two teens continued to kiss and Johnny leaned forward even further and gently pushed the both of them down further onto the couch so that he was on top of her. Johnny slowly allowed his left hand to slip under the hem of her shirt and travel upwards but Gwen quickly grabbed his hand and broke the kiss.

"Wha…what's wrong?" he asked breathlessly.

"Johnny…..I…." she started before she could finish, they heard the sound of keys and the door to the front door opening.

* * *

A slightly bandaged Captain Stacy walked into his apartment and the first thing that greeted him was the sight Johnny Storm laying on top of his daughter. A long second passed between the three of them just staring at each other.

"Ugh…bad timing...again" Johnny whispered.

"DAD!" Gwen exclaimed at the sight of him.

"Uh…..Uh…..this isn't what it looks like" Johnny said lamely.

"Well I can't wait for you to tell me what the hell it is then" Captain Stacy replied in a dangerously low voice while narrowing his eyes.

"Dad I can explain it…" Gwen started while gently pushing Johnny off of her, she quickly stood up but her father silenced her by raising his hand and shaking his head furiously.

"No No No I don't want to hear any explanations right now I had a long day and I just don't feel like dealing with another problem. Just go to your room…now…we'll talk about this tomorrow morning. And you" he said point at Johnny "You….You GET THE HELL OUT OF HERE!"

"Dad"

"GO!"

Gwen pursed her lips together in anger and she stormed towards her room leaving Johnny alone in the living room with her father.

* * *

Johnny rubbed the back of his neck while slowly backing up towards the window but never once taking his eyes off of the Captain.

"So, I'm just gonna go" he said.

"Wait"

Johnny pursed his lips together and he stopped in his tracks.

"Y-Yes…."

Captain Stacy bore holes into his soul with the stare that was upon his face; Johnny was a deer in headlights under the Captain's stare and he also felt that at any moment he might burst into flames only these flames would kill him.

Captain Stacy closed the distance between the two of them.

"I'm gonna let this little incident slid because…because of what happened with that kidnapping. You helped to get her back to me safely and for that you get one pass. One. My daughter is a respectable young lady with a very bright future ahead of her and she's not going to get bogged down by any unplanned incidents just because you want 30 seconds of fun."

"30 seconds…please" Johnny whispered under his breath but Captain Stacy heard him.

"SHUT UP!" he shouted, " I don't know if I can be anymore clearer than this…keep **it **locked up or so help me I'll shoot **it** off. Got me!"

"Loud and clear" Johnny replied stepping backwards and touching the window. He scrambled to open the window and once he got it open he managed to swing one leg out before Captain Stacy stopped him again.

"Hey"

"…..yeah" Johnny answered carefully.

"You go to school with Gwen….you're in Midtown High now right."

"Yeah, just like any normal guy my age…..blame my sister for that" he replied.

Captain Stacy nodded his head. Johnny turned back to the window and swung his other leg out before pushing off.

"FLAME ON!" he shouted. Johnny burst into flames and flew through the night sky.

* * *

Captain Stacy watched Johnny fly off before putting a hand to his chin and thinking for a long minute.

"Interesting" he whispered while reaching into his pocket and pulling out his cell phone.

* * *

**Gwen's Room**

Gwen leaned against her bedroom door softly hitting her head against the door.

'_I can't believe my dad almost walked in on….Johnny and…..erggh, this is so embarrassing. I have to explain that nothing was going to happen. If I don't he's gonna let his mind fester and jump to conclusion before doing some long speak tomorrow'_ she thought to herself while opening her door and leaving her room.

* * *

Gwen walked down the hall but she stopped when she heard her dad on the phone with Lieutenant Lee.

* * *

**Kitchen**

"Terri…I have some news" said Captain Stacy while sitting down on the stool at the kitchen counter.

"What is it?" she asked over the line.

"You remember earlier in the car with Spider-Man, do you remember what he said before we were attack by the Enforcers"

* * *

_**Flashback- Earlier- Crown Victoria **_

"_HA!" Lieutenant Lee scoffed "If you can get through to them and their PR staff and besides something like this is below their radar" she finished. _

"_The Fantastic Four then" _

"_**I go to school with one of them and I might add that he's the same age as me**__." Spider-Man replied off handedly. _

"_Well then the Fantastic Three" _

* * *

**Present**

"Spider-Man goes to school with one of the Fantastic Four. He was talking about Johnny Storm. Johnny goes to Midtown High"

"Midtown High!" Lieutenant Lee exclaimed, "How do you…..that's right he's dating your daughter right."

"Yeah. Sonuva Bitch…I didn't pay any attention to it before when the kid had said it but it looks like we're one more step closer into finding out just who this kid is, not only do we know what school he goes to but we now know that's seventeen. Jesus Christ."

* * *

Gwen stood there with her eyes wide at the revelation.

"Spider-Man goes to Midtown High?" she whispered to herself.

* * *

**Next Morning- Hardy Penthouse- 7:38 am **

Valerie Hardy was sitting in a chair outside on the balcony with a large mug of herbal tea in her hands. She calmly sipped the tea and she released a heavy sigh. The whole night she had been sitting up, wide awake, hoping to God that her family was alright; Felicia had wandered into the Penthouse at about 2am muttering about a dozen curse words and they were all aimed at their mother Anastasia Hardy. Valerie had tried to ask about want happened to their parents but all she got out of Felicia was that they went to the hospital and her mother was a know it all bitch before she locked herself in her room.

Valerie sighed and leaned back in the seat and took another long sip.

"Good morning" came a voice.

Valerie jumped and dropped her mug where made a loud sound on the stone balcony. Valerie looked to the right to see Spider-Man perched on the balcony railing.

"You scared the crap out of me" she stated.

"Sorry, I tend to do that to most people" he replied offhandedly stepping down.

"What are you doing here?" she asked.

"I'm just here to check on you and your family to see how you guys were doing after the Enforcers."

"Well as can be I guess. My sister is in the other room and my parents are at the hospital…I think."

"You think?" he questioned.

"My…family friend, got them to a hospital"

"Just who is that girl?" Spider-Man asked.

"She's a girl that's just nothing but trouble" Valerie responded under her breath but Spider-Man heard her loud and clear. Spider-Man nodded his head and he continued to look at Valerie. He could tell by her solemn appearance that she was not in the mood to talk or would be anytime soon.

"Look, I'm not going to waste too much more of your time. I can only imagine how you feel and I'm sorry that this happened to you, but you can rest knowing that it won't happen again." He said strongly.

"Somehow I doubt that" Valerie replied.

Spider-Man reached towards his utility belt and he pulled out a silver spider-tracer and he handed it to Valerie.

"What is this?" she asked.

"Hot off the Spider-Man factory line. It's a brand new spider-tracer. If you or your family is ever in trouble again and you need help, just click that spider-tracer twice and I'll be there shortly."

Valerie stared at the silver tracer and she slowly looked up towards Spider-Man.

"Why are you helping us? You don't owe my family anything. And if you're looking for some kind of reward we're kinda in a financial crisis right now so we don't have much money."

"I'm helping you and your family because….you need help. And I'm not looking for a reward" he replied turning and climbing to the railing. Spider-Man looked over his shoulder and he nodded at Valerie before jumping over the railing and falling through the air.

* * *

Valerie stood up and stared at the spot where Spider-Man was previously crouched and a small smile appeared on her face.

"He's a good guy" came a voice.

Valerie turned to see Felicia Hardy walking towards the balcony. Felicia reached the balcony and she looked over the edge and she could see Spider-Man swinging off in the distance.

"Yeah" Valerie whispered.

Felicia turned towards her sister and she took the silver spider-tracer out of her hands and she looked at it intently.

"And good guys deserve a reward" she whispered closing her palm and looking out into the distance again putting a large smile on her face.

* * *

**About 20 minutes later: Midtown High- 7:58 am**

Peter placed his book bag into his locker and he looked at it for a minute.

'_This could work...or it could back fire in my face. Vanessa Fisk is not as composed as her husband so she's liable to do anything…which is kinda what I want but this could be dangerous'_ he thought.

Peter grabbed his math book and he slammed his locker shut but as he did that he noticed that there was a very cute girl with light blue hair dressed in semi-Gothic clothing leaning against the locker next to his, he looked at the girl with disbelief in his eyes because he was truly shocked to see her.

"Lana!" he exclaimed.

"Hey" she replied looking at him.

"What are you doing here?"

"I go to school here now…since…..the incident at my school forced half the populace here"

"I'm….uh…..that's great"

"I know" she said stepping closer to him "It gives us a chance to finally…..finally go on that date that you owe me"

"I…uh do owe you a date don't I….wait a minute, weren't you supposed to call me because I…mmph" he started but stopped when Lana suddenly closed the distance between them and kissed him on the lips. Peter was shocked to say the least but he found himself relaxing and kissing her back.

* * *

Mary Jane, Johnny, Gwen, Jason and Liz were walking down the hall and talking amongst themselves when they turned the corner and saw Peter and Lana kissing each other at the lockers. They each stood there for a long second just staring straight ahead at the scene.

"Jeez Parker found himself another girl…the guy is a magnet, and suddenly I'm jealous" said Jason which only earned a light elbow to the ribs courtesy of Liz.

Mary Jane raised an eyebrow and then folded her arms across her chest.

'_Well it is nice to know that he's okay…just like I knew he would be'_ she thought to herself, _'Kinda surprised to see him lip locking with some….blue haired….wait a minute…blue hair. Oh No' _

Gwen, pursed her lips together and folded her arms across her chest as well, all that worrying about him, and calling him and here he was kissing some girl like everything was alright. Johnny watched Peter and just had to shake his head, he then turned to his girlfriend and he leaned a little closer to her.

"See….I told you, he's fine"

"Yeah…you're right, my mistake in worrying about him. Let's go, I don't want to be late for first period." She said turning and walking towards the classroom.

**BRRRRRRRRRRRINGGGGGGGGGG!** Went the sound of the late bell.

* * *

**Fisk Research and Development Center: 8:00 am**

Vanessa Fisk sat propped up against the wall staring out into the lab; the lab that just a few hours ago was raided by a semi truck. She had been there all night just staring and the mood she was in was indescribable, she had been inches away….inches….away from seizing control of the Hardy Foundation but as with everything of lately it was forcibly taken away from her. She continued to look out in space but for the briefest of seconds her eyes danced between the destroyed machines, Bullseye's semi prone body however he was starting to come around, she looked at the dried bloody shackles that once held John Hardy and finally the dried pool of blood a few inches away from her where the contract she had her lawyers draw up was previously laying. She looked at all of these things and she let her mind flash between, the fiasco that was the Mob war, getting betrayed and stabbed in the stomach by Elektra, losing the hand, her money getting stolen and the reaming mob families that were breaking away from her, not to mention her enemies Daredevil and Spider-Man taking apart her operations whenever they got the chance. The Empire…her Empire was crumbling and she could feel it…even more so now than before. Before she didn't want to admit it…at first she thought that it was all in her mind but now…now it was obvious, it was all crashing down. The fine control that her husband Wilson had over everything was slipping through her fingers, the sweet tasting life of the Kingpin that she had been enjoying was turning to ash in her mouth.

Vanessa hung her head and she let a growl escape her lips.

"No….No….I won't lose it" she whispered to herself with conviction "I won't lose what I've earned. This is my world…my f****** world. And if can't have it…then I'll burn it all down so no one else can" she whispered darkly to herself.

* * *

**End Chapter: Read and Review-**** Hey all this is Nomad88 back again with the closing comments. I hope everyone enjoyed the chapter and the set up for the next chapter. Looks like spidey has a few problems coming his way and Peter has a few coming his way as well. LOL! I hope everyone is enjoying the story and how it's progressing so far. I know at times it can drag on a little but I'm thankful that all of you readers are sticking it out. I do have a plan for this story and there is a definitive ending but it's a bit of a ways off though we're still in the middle portion of the Spidey's career and I can tell you that thinks are about to start ramping up a bit. Spidey is going to meet a few new enemies as well as some old enemies and I'm getting ready to gear up for another MARVEL U EVENT! That's right people another event is on the way. I'll give you a hint as to which Event that's coming up…let's just say time is of the essence. LOL! Anyway the Event is coming but there are a few more chapters with Spidey centric adventures first before the time is right. I hope you readers are ready because the next event is gonna to be even more Epic LOL! And after that event I think it's time we check up on our favorite villain, the one and only Green Goblin. I hope to see you all there and if you have any questions or comments for me please either leave it in the review or hit me up with a PM and I'll get back to you ASAP, this is Nomad88 saying later…**

**Ps: Hey, I just wanted to let all of you readers know that I do have a new story out but it's a bit of a deviation from my normal set of stories, costumed characters fighting the good fight LOL! No, my newest story is my first attempt at a Star Wars fic. This story has been in development for a minute and was previously title Star Wars: Next Generation….I quickly threw that out LOL! It's a story that explores the years after the Return of the Jedi and the emergence of a new enemy. The first chapter is up and ready if anyone wants to give it a read and let me know what they think. Also, if you recall I did say that I had another story in the works and guess what my Star Wars Story is not that Story LOL! That's something else I'm working on and I'm not going to post that one until I have no less than 20 chapters typed, so far I've gotten 12. This Star Wars story was already typed and I recently finished the first chapter so I figured what the heck. Anyway readers I hope you give both stories a shot and if anyone has any questions, comments, rants, raves or they just want to yell at me for starting another story LOL, feel free to leave it in the review or hit me up with a PM and I'll get back to you ASAP. This is me saying later….**

* * *

**Next up: Burn it all Down! **

**Summary: Spider-Man and Vanessa Fisk have another chat, Vanessa's empire crumbles in on itself a little bit more and New York feels the effects. Felicia and her family argue. Peter and Harold meet again, plus Gwen and Mary Jane talk. Be there! **


	85. Burn it all Down!

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hello all and again as always welcome back to another chapter in my long winded tale LOL! I hope everyone enjoyed the last chapter which kinda sets up how we're going to move forward. A few juicy plot developments happened last chapter and those plot points are gonna be picked right back up with this chapter. Anyway I know you readers are tired of me talking so before I go I would just like to say one last thing and that's to READ, REVIEW ( A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 76: Burn it all Down!**

**Midtown High- 8:00 am**

**BBBBBBBBBRRRRRRRING! **Came the loud shrill sound of the late bell. Peter and Lana continued to kiss even after the bell but Peter quickly came to his senses and he broke the kiss.

"Whoa! Whoa!" he gasped stepping away from her.

"What?" she questioned breathlessly.

"Nothing…it's just…uh…wow, that was kinda sudden don't you think?" he replied, "I mean I haven't seen you in so long"

"Well then it was a hello kiss"

"I don't think hello kisses are supposed to have that much tongue."

"Obviously you've never be to France." Lana responded with a smirk.

"Have you?" he asked with a raised eyebrow.

"Nope, but I've watched the travel channel."

Peter scoffed and shook his head. Lana shifted in her spot and put her hands on her hips.

"So what you didn't like it then?"

"No, that's not what I said. I just said that it was kinda sudden not enjoyable" he replied while looking around a bit. He noticed that the hallways were practically empty and the students that weren't in class were rushing towards their classes.

'_I'm late…..again, great'_ he thought.

Peter was brought back to his situation at hand when Lana stepped towards him again.

"What's the problem then?"

* * *

Peter looked at her and he focused in on her face, for some reason why he looked at her he got the sense that something was wrong with her. He couldn't put his finger on it but since the last time he had seen her she had changed but he wasn't sure if it was for the better or for the worse. Lana stepped even closer to him and he could see her leaning in trying to kiss him again and so he took a step back.

"Nothing, there's no problem." He said _'Other than you being a little too forward' _he thought.

"Okay" she replied stepping towards him again and invading his personal space. Peter took another step back which made Lana give him a curious look. She took several more steps towards him and he kept taking steps back.

"Are you….Are you alright?" she asked with a bit of frustration in her voice.

"I'm fine…are you?"

"I'm golden" she said lifting her foot and right as she did that she noticed that Peter's foot lifted as well, she narrowed her eyes and then looked at him.

"What?"

"Do I have bad breath or something?"

"What! No"

"Do you like me?" she asked.

"Yeah…..I do"

"Then why every time I try to kiss you, you take a step back?" she asked.

Peter scrunched his eyes up in confusion.

"I'm not doing that" he responded back.

"Really"

Lana took two steps towards him and he took two steps back. Peter bit his lip and he rubbed the back of his neck sheepishly.

"Okay maybe I am" he laughed a bit "Look Lana it's…." he started.

"I swear if you say it's not you it's me I'm gonna punch you in the f***** face, seriously." She said holding up her fist.

Peter's eyes widen at the sight of her fist and he held up his hands in a defensive manner and he put a smile on his face.

"I wasn't' going to say that so please don't' do that I have enough bruises" he responded.

Lana looked at him, really looked at him and she could see several bruises on his face that she hadn't noticed before because she wasn't interested.

"Oh. What happened to you?"

"I fell, look Lana I was going to say was that….it seems like you're a bit different. The last time we saw each other you….I don't know you seem a little…."

"A little what?"

"Off" he answered slowly "I'm not trying to insult you or anything" he continued quickly but Lana shook her head and then leaned against the lockers with her arms folded. She then hung her head and released a long sigh.

"It's that obvious isn't it?" she stated more than asked.

"So, there is something wrong."

Lana glanced at him through the corner of her eyes and the looked down to the ground.

"Maybe. Let's just say that recently my life….has taken a drastic turn"

"I know the feeling" Peter whispered.

"Trust me when I say no you don't" she replied "You seem, kinda like a normal guy…..I'd kill for a little bit of normal right now. Normal parents, normal friends….a normal life again."

* * *

Peter heard her comment and he could hear a hint of sadness in her voice, it sounded like since they had last seen each other she had been through a lot. He pursed his lips together and then took a step towards her, gently laying a hand down on her shoulder; she felt his hand and turned to look at him. He saw her slightly downtrodden face and in seeing that look he sucked in a breath and put a smile on his face.

"Hey, would you like to go on a date with me?" he asked.

"A date?" she repeated with a small smile.

"A normal date." He said "You and me…something to eat…a movie"

"Making out" she said with a look on her face.

Peter laughed.

"Uh…yeah."

"Cool…yes….a normal date. When? How about tonight I'm free tonight"

Peter scrunched his face a little.

"Tonight I have a thing"

"All night?"

"Well, I think I might be finished at about 7:30…maybe" he said off handedly.

"Great, so I'll meet you….at the place where I used to work at 8 tonight."

"You don't work at the restaurant anymore?" he questioned.

"No"

"What about Tabitha?" he asked.

"No…it's a long story, but anyway…it's a date." She said happily.

"Okay" Peter replied.

Lana started to back away but she quickly stepped to him and planted a kiss on his cheek. She smiled at him before backing away and making her way down the hall.

* * *

Peter watched her walk away and he couldn't help not to smile but his smile slowly faded away as he got a small nudge from his spider-sense. He turned around and he came face to face with his ex-best friend Harold Osborn.

"H-Harry"

"You're in my way" he responded with a serious expression upon his face, "And you once again seem to not know my name."

"I do know your name it's Harry"

Harold narrowed his eyes and then a smirk crossed his features. He reached up patted Peter on the face rather hard before gripping his chin.

"Peter, don't you remember what happened the last time you didn't respect my wishes. I would hate to have to remind you"

Peter narrowed his eyes and with his left hand he slowly reached up and gripped Harold's wrist tightly and took it away from his face. Harold felt the grip and he grimaced a bit.

"Did you fall off a cliff and hit your head or something?" Peter asked carefully still holding Harold's wrist in his grip, "Did you lose your memory and suddenly become a different person…scratch that did you suddenly become…Nor.."

Harold ripped his wrist from his former friend's grip. Peter stared at his best friend….former best friend and a sad look crossed his face.

"Harry…..I'm worried about you, Mary Jane's worried and so is Gwen. We're you're friends"

"You're nothing to me. All of you are nothing to me"

"That's not true"

"Oh but it is" Harold responded.

Peter scoffed and shook his head and then clenched his jaw, he looked Harold up and down again.

"I was right…there is something wrong you. I've been a terrible friend to you because I've ignored whatever is going on with you. At first I thought this is just your way of coping with what happened to your Dad and that you needed space to figure things out for yourself, but now I'm not so sure. I think it's time I get in your space and stick my nose into…" Peter started before he was interrupted by sudden movement.

Harold stepped closer to Peter, so close that they were mere centimeters apart. Harold gazed into Peter's eyes and Peter stared back and he was able to see in full the cold and remorseless eyes of his former friend.

"You mean like this?" Harold asked in a dangerously low voice.

"Something like that" Peter responded in the same voice.

"I'm gonna give you a bit of advice…..don't stick your nose too far out, otherwise it might get cut off"

"That a threat?" Peter asked.

"A warning"

"And I should warn you that I don't scare so easily" Peter replied but as the words left his mouth Harold brought his forearm up into Peter's throat and with his other hand Harold grabbed Peter by the shoulder and then shoved him into the locker.

**BANG!** Went the sound of Peter hitting the lockers and dropping his books in the process.

"Don't scare easy huh…well I can be pretty scary Peter." Harold said while he had him pressed firmly against the lockers. Peter gurgled a little because of Harold arm in his throat but he gritted his teeth and he grabbed onto Harold's coat and that's when he felt something.

Harold put a dark grin upon his face.

"I hope I've made my…. advice clear"

"HEY! What's going on here?" came a voice.

* * *

Harold turned to see Principle Coulson standing a few feet away looking at the two of them.

Harold pursed his lips together and he released his hold on Peter and took a step back. Peter let out a gasp but he wasn't hurt, he balled his right hand and tucked it behind his back and he turned towards the approaching Principle.

"What's going on here?" Principle Coulson asked looking between Peter and Harold but his eyes focusing in more on Harold.

"A friendly chat" Harold responded.

"It didn't look too friendly Mr. Osborn"

"Well then Principle Coulson I suggest you get your eyes checked" Harold curtly responded.

Principle Coulson cocked his head to the side and gave Harold a look.

"If I didn't know any better Mr. Osborn I'd say you want me to give you detention"

Harold scoffed.

"No, not serious enough okay well how about expulsion then"

Harold narrowed his eyes.

"I seem to have gotten your attention now" said the Principle "I suggest you watch your tone"

Peter cleared his throat and he got Principle Coulson's attention.

"It really wasn't what it looked like Principle Coulson" he said.

Principle Coulson took his eyes away from Harold and placed them upon Peter.

"I'm sure it wasn't Mr…"

"Parker…..Peter Parker" he introduced.

"Well Mr. Parker I suggest that you….both of you get to class, you're already late. And Mr. Osborn….this is strike 2 for you. One more and I'll just have to make that phone call we talked about earlier."

Harold just looked at him before taking a step back and swiftly turning and storming away to his first period class. Peter and Principle Coulson watched him go.

* * *

"That kid is a handful" Principle Coulson stated. Peter nodded his head in agreement.

"I think…uh….I think I'll be getting to class now" Peter said to the Principle. Coulson smiled and Peter quickly slipped passed him and continued down the opposite way that Harold went.

* * *

When he was fare enough away he came to a stop and looked down at his right hand. He opened his palm and there in his hand was a white label-less pill bottle that he had took from out of Harold jacket when he had him pressed against the lockers. Peter shook the bottle and he heard several pills rattling on the inside.

"No way these are prescription…..Oh Harry" Peter whispered in a sad voice.

* * *

**Hospital **

Anastasia Hardy slowly opened her eyes and she heaved a relieved sigh. Her blue eyes focused in on her peacefully sleeping husband, John Hardy. She shifted in her spot and then leaned up and gently placed a hand on his head. The bruises upon his face were still present but the nurses had done a good job addressing them, she looked at them and the memory of the last couple of hours came back to her. The only other time she had ever experienced that much fear was when Adrian had her and Valerie suspended in the air over the New York skyline. Anastasia gently rubbed the side of John's face affectionately; sometimes it amazed her how one moment she could completely hate him but also love him at the same time. Before them being kidnapped she was so angry with him…beyond angry but after their ordeal all of that anger was forgotten and the only thing she could focus on was her Love for him.

"For so long I've been upset at you John."

"….."

"God…I, some days I just wanted…..I've wished…" she started and then stopped.

Anastasia leaned down and she placed her forehead onto his and she took a breath.

"Do you leave me…..you hear me. No matter how much I say I hate you…..I'll always Love you, John." She whispered.

The heart monitor that was monitoring his heart spiked a bit and there was some movement. Anastasia raised her head just as John slowly opened his eyes and he looked at his beautiful estranged-wife.

"I'll always Love you too Anastasia" he replied weakly.

She smiled at him and closed her eyes and placed her forehead back on top of his and released a contented sigh.

* * *

**Hardy Penthouse**

Felicia stood in front of the mirror in her bathroom and she adjusted her platinum white hair. Her blue eyes traveled towards the blonde wig that was laying on the counter a few inches away and a long sigh escaped her lips.

"I hate you" she said staring at the wig.

**KNOCK! KNOCK! **

Felicia turned towards the bathroom door to see her sister Valerie standing there dressed in her own street clothes.

"Where are you going?" they asked each other at the same time.

"I'm going to school" Felicia answered.

Valerie did a double take and then scrunched her face in disbelief.

"You're actually going to school without someone having to force you?" she questioned.

"I have to, my plan to…convince…Harold Osborn to not take our company is a time based plan. We've only had our first introduction, now it's time to start reeling him in" said Felicia.

"How do you know he's going to bite?" Valerie asked.

Felicia scoffed and cocked her head to the side.

"Please…have you seen me" she said reassuringly.

Valerie rolled her eyes while leaning against the door frame.

"Look I need you to show me where Mom and Dad are….you do know right?"

"Of course I do…they weren't hard to track. The question is has the Kingpin sent her goons to kidnap them again."

"WHAT ARE YOU STILL DOING HERE THEN!? SHOULDN'T YOU BE…." Valerie started.

"I TOLD MOM!" Felicia shouted interrupting her sister "I told Mom that it was a bad idea to go to the hospital but she wouldn't listen so if anything happens to them…again, it's on her."

"What are you saying? You want them to get kidnapped!?"

"I'm saying screw her" Felicia responded turning back o the mirror.

"What about Dad?"

Felicia face faltered for a second at the mention of her father, she hung her head and bit her lip; her father was injured but she was sure that he would make a recovery and be able to look after himself however his injury looked severe. The young thief let out a sigh and mulled over the question for a little longer before turning back to her sister.

"I really don't want to see her"

"Well I do." Valerie countered "Now more than ever sis we need to pull together. The Kingpin is after us and could come busting through that door and any moment, right now Mom and Dad could be in trouble again."

"No, not right now at least" Felicia responded calmly "Now that I'm thinking about it, since this recent kidnapping got botched and the police are now involved I think we have a few days before the 'Kingpin' tries anything else against us. Doesn't mean we can rest easy but it means we can at least relax"

"Still though."

Felicia rolled her eyes.

"Fine, I'll take you over there, but I'm not staying. I have work to do, since Dad is down it's up to me to take care of us."

"Whatever" Valerie responded moving away from the door. Felicia watched her go and after a few seconds she glanced at the blonde wig and reluctantly reached for the hideous thing.

"I really do hate wearing this thing"

* * *

**Fisk Research and Development Center**

Vanessa Fisk stared daggers at Alistair Smythe, the brilliant yet crippled scientist that had been responsible for some of the most inventive scientific achievements of the Fisk Corporation. She stared at him with hate in her eyes, the same hate that she harbored for her enemies which she currently saw him as at the moment. He had failed her…..again. The Enforcers…..her Enforcers were dead and so she was once again defenseless thanks to Spider-Man. Vanessa stared at him and he stared back at her with a calm and confident expression on his face, an expression that she did not particular care for in her current state of mind. In her mind Vanessa wanted him to be afraid of her…she wanted him to be fearful of his life and know that it was hanging precariously on the edge of being extinguished at any given moment. He should know that at this moment she was his God, but Alistair looked at her as if nothing was wrong….like she was nothing to him.

Alistair swallowed and then cleared his throat.

"I know what you're thinking" he stated calmly.

Vanessa instantly lashed out by lunging for him which took him by complete surprise. Her slender fingers found their way to his throat where she latched on as tightly as she could and started to squeeze. A sharp feeling of pain shot through her abdomen which was from her still tender injury but she pushed through it and continued to strangle Alistair with a crazed deranged look on her face.

"F….I…SK" Alistair gurgled out, struggling against her grip but she had better leverage over him.

Vanessa heard the gurgle and a sense of satisfaction passed over her as his calm demeanor changed into a look of utter terror. The look she wanted to see from him….from everyone that crossed her.

"YOU FAILED ME!" she shouted squeezing a bit harder.

Vanessa snarled and her eye twitched but she was suddenly snatched away from Alistair by Bullseye.

"Easy there sweet hips" he said while holding her tightly.

Vanessa growled and wrestled from his grip and stared at him hate.

"DON'T YOU DARE TOUCH ME YOU FILTHY IDIOT!" she growled, "YOU FAILED ME AS WELL! I'M SURROUNDED BY FAILURE AND I'M SICK OF IT!"

Bullseye looked at her with a blank look while wiping some blood away from his nose. Vanessa tore her eyes away from him and looked at Alistair who was gasping for air and rubbing his throat.

"Kill him Bullseye" she stated seriously "Kill him right now"

Bullseye turned his head and he looked at Smythe with narrowed eyes.

* * *

_**Flashback- A day ago**_

_Bullseye was standing outside Fisk Tower hidden from obvious sight; he had a phone in his left hand and a knife in his right. Bullseye looked at the phone and then flipped his knife. _

_**RING! RING! RING! CLICK!**_

"_Yeah" he answered. _

"_What is it?" came the voice of the true Kingpin of Crime Wilson Fisk. _

"_I have a question for you." _

"…_.ask." _

"_What do you want me to do about Smythe?" _

"_What do you mean?" _

"_Your wife…is going to kill him. She wanted me to find her some bodyguards so I got her those 3 idiots you hired for that job out in Jersey, the one that ended up getting botched anyway." _

"…_.The Enforcers, yes I remember them" _

"_Yeah, your wife doesn't take to kindly to failure and those three couldn't enforce a jay walking ticket. They are going to fall on their faces and I have a feeling Smythe is gonna get it taken out on him." _

"_Bullseye listen to me, you need to keep Smythe alive. He is too valuable an asset to be thrown away in a fit of misplaced rage. I don't care what you have to do just keep him breathing" _

* * *

**Present- Fisk Research and Development Lab**

Bullseye continued to narrow his eyes before turning back to Vanessa.

"No" he stated.

Vanessa did a double take and stared at him with a shocked expression.

"What the hell do you mean no!."

"I mean I can't kill him before he finishes the plan" Bullseye responded smoothly.

"Plan? What plan?" Vanessa replied in a low voice.

"The Plan to destroy your enemies" he continued before turning and facing Alistair who had a slight confused look upon his face. Bullseye walked towards him and tilted his head towards him a bit.

"Remember Smythe….the plan" he said suggestively.

Alistair stopped rubbing his sore necking and his breathing slowed a bit while he looked up at Bullseye. He glanced away from the assassin and at Vanessa for a split second before catching on to Bullseye's suggestive tone.

"Y-Yes…the plan" he said, "The Enforcers were….were not my original idea to destroy your enemies"

"WHAT!" she shouted.

"You didn't give me the amount of time I needed to enact my true plan so I…gave you then next best thing, the enhancement suits for the Enforcers. That bought me enough time to gather my data."

"What data" Vanessa demanded.

Alistair mentally directed his chair to move a little bit closer to Vanessa but with enough space between them so he could properly react if she tried to choke him again.

"You want to defeat your enemies right, well in order to do that we need to gather the correct data on them. And from the Enforcers encounter with Spider-Man I've gathered the correct amount of data to start my….plan to put him down…..permanently." he finished.

Vanessa stared at him with a steely hard glare. She was, at least for the moment, at a lost, she didn't know what to think, she had a sneaky suspicion that Alistair collecting data was a lie in attempt to save his life but the only thing that stayed her hand was the fact that Bullseye was going along with him and for he life of her she couldn't figure out why. She continued to look a Bullseye for a long second before slowly turning her gaze back to Alistair.

"What is your grand plan then Alistair? How do you plan to put him down?" she asked carefully.

Alistair glanced at Bullseye for a brief second before going back to Vanessa.

"My plan is called….**Project Spider-Slayer**"

* * *

**Hospital**

Felicia and Valerie walked through the doors and into the Hospital Lobby. Felicia looked around and then turned back to her sister.

"I really really don't want to be here." She said to her.

Valerie released a frustrated sigh.

"I know Felicia I know okay" she snapped "It's the only thing you've been saying the whole way over, look just stop being a pain in the ass and start helping okay."

"Excuse me, but I am helping. I got you here didn't I?" Felicia replied.

"Whatever, come on let's see which room they're in."

Valerie moved towards the front desk and Felicia reluctantly followed behind her.

* * *

**Room 406**

Anastasia watched intently as the doctor inspected her injured husband. She watched on pins and needles as the doctor inspected the tightly wrapped wound on his arm for any signs of ripping or tearing of the stitches they applied. The Doctor moved away from John and he wrote a few things down on his pad before looking at him and then at Anastasia.

"The bleeding seems to have subsided, however Mr. Hardy we found something…disturbing in your blood"

John's eyes widen at the news and he slowly raised his good arm.

"Doctor I…." he started but he was interrupted by Anastasia.

"Disturbing…what does that mean Doctor?" she asked quickly.

The Doctor turned to her.

"It means we found something that…."

"NO!" John shouted cutting the Doctor off "You are not allowed to share that information with her."

The Doctor opened and then closed his mouth.

"So you know" he said.

"Yes" John answered solemnly.

"Know? Know what?"

"I'm sorry Mrs. Hardy but I'm not allowed to share that information with you. Doctor patient confidentiality" he said firmly before taking a step back and moving towards the door. Anastasia scrunched her eyes at John and studied his steely face for a second before her eyes zeroed in on the Doctor.

"NO!" she shouted rushing towards him and grabbing him by the shoulders, "You tell me right now Doctor"

"I can't Mrs. Hardy"

"I'M HIS WIFE!"

"And he is my patient and I can't reveal"

"Anastasia" John said softly.

Anastasia whipped her head towards him.

"ARE YOU GOING TO TELL ME!" she shouted.

John only stared back at her.

"That's what I thought." She said while turning back to the Doctor "Listen to me carefully if you don't tell me what…."

"Anastasia…." John relented softly while rubbing his eyes in frustration.

"Tell me" she demanded from the doctor.

* * *

The doors to John's room opened.

* * *

"ANASTASIA I HAVE CANCER!" He shouted.

* * *

**Door**

Valerie and Felicia opened the door in time to hear their father's shout. They stood there for a full second and in that second their father noticed their entrance and his face fell flat at the sight of them.

"Valerie….Felicia..." he whispered.

"CANCER!" Anastasia shouted in shock not even noticing her daughters, no, she was too focused on what her husband…soon to be ex-husband had just revealed to her. The revelation hit her to the core but what stood out most to her was the fact that he had been trying to keep this information from her.

The Doctor that was previously in her grasp quickly excused from the room bypassing Valerie and Felicia. He made his exit and made sure to close the door behind himself.

* * *

John took his eyes away from his daughters and he turned his attention to his angry wife, he looked at her and he released a sigh followed by a groan.

"Yes, Cancer…a radical new form of Leukemia...at least that's what the Doctor's can tell it is." he relented.

"Jesus Dad!" came Felicia's voice.

Anastasia glanced to her right and eyed her daughters as they made their way over to the bed. John looked each of the women before him, he could see a variety of emotions playing across their face and each emotion was one that he didn't want to see which is why he had been keeping this a secret from them but, lately, as with all things concerning their dark family secrets it had finally found its way to the light. Anastasia pursed her lips together in anger and she shook her head.

"I don't know whether to be sad or pissed off at you right now John. How long have you known and why would you keep something like this from me." She said.

"From us." Valerie corrected eying her mother briefly before going back to John.

"I can understand him keeping this from you and Mom…you guys aren't strong enough to handle certain stuff, but what I want to know is why did you keep it from me Dad…..I thought you and I had a deeper bond than this…but I now I find out you're keeping two secrets from me!" Felicia exclaimed.

Valerie cocked her head to the side and she narrowed her eyes at her sister.

"What the hell is that supposed to mean Felicia….we aren't strong enough to handle certain things."

"Just what I said Val. I'm sorry but it's true"

"SCREW YOU FELICIA!" Valerie shouted.

Felicia shouted back at her and soon the two sisters broke out into their own shouting match at the foot of the bed. John hung his head and with his good hand he rubbed his eyes but his attention was quickly brought back to Anastasia who started to yell at him.

"God I can't believe you John….another goddamn secret….ANOTHER ONE! What is with you, I've spent my life….." she started.

* * *

John quickly tuned her out and he just looked at her. He could see her mouth moving but he didn't hear any of the biting words that came from her lips. He lulled his head to the front where he saw his bickering daughters and he could see their mouths moving as well but he couldn't hear their words either. John then lowered his head and he sucked in a breath briefly relishing in the silence. He sucked in a few breaths before opening his mouth.

"WILL THE THREE OF YOU PLEASE SHUT UP!" he roared loudly.

Anastasia, Valerie and Felicia instantly stopped talking and turned their attention to John who had an angry expression upon his face.

"You want to know why I didn't say anything….this is the reason right here. I knew that if I said anything to any of you about my cancer nothing good would come of it. We have enough problems already separating us and we didn't need another one."

"That wasn't your decision to make John!" Anastasia snapped.

"The hell it is!" John snapped back "This is my problem and…."

Anastasia scoffed and shook her head again.

"There you go again John only thinking about yourself, God you are selfish… this isn't something that just affects you this affects all of us, BECAUSE WE'RE A FAMILY!"

"Are we a family mom?" Felicia questioned, "Because I'm not so sure. It's more like we're just people that occasionally get together. We're more like flat-mates than a family."

"Shut up Felicia" Valerie grumbled.

"Like I said before Val…the truth hurts."

Anastasia shook her head.

"I'm so sick of these secrets John" she commented.

Valerie turned to her mother and she looked at her with a serious expression.

"Mom you are the last person that needs to be talking bout being sick of secrets"

* * *

Anastasia's face contorted into shock and then a look of shame before turning her eyes away from her daughter. Valerie immediately regretted her words but she was still upset at her mother for lying to her for years about the identity of her real father. While that was going on Felicia was staring daggers at her father. She was beyond upset that her father whom she thought shared everything with her had lied to her yet again about something important, something that affected her as well as him. The young thief tore her eyes away from him and looked at her mother and then at her sister before speaking again.

"Okay people let's get everything out in the open shall we." she stated seriously, catching their attention, "We're broke, The Hardy Foundation is on the verge of financial ruin, we're being hunted by the Kingpin of Crime Vanessa Fisk who wants our company or wants us dead, we have another jackass by the name of Harold Osborn who is also after our dying company, Valerie and I have different Dads, you guys are getting a divorce and finally you have Cancer….IS THERE ANYTHING ELSE ANYONE WOULD LIKE TO ADD!" she finished with a shout, "ANYONE!"

"…" No one in the Hardy family said anything, they all remained silent.

Felicia looked back and forth between them and when none of them said anything she let out a loud scoff and then turned around, heading for the door.

"Where are you going?" John asked.

"ANYWHERE BUT HERE!" she yelled over her shoulder.

Felicia gripped the door handle and threw it open and then stormed out of the room, and as she stormed out she accidentally snubbed someone that was about to enter the room.

"WATCH IT!" Felicia snapped.

* * *

The person watched Felicia walk down the hallway before entering the room and eyeing the Hardy Family.

"Who are you?" Anastasia questioned.

"I'm Detective Yuri Watanabe and I'm here to ask you a few questions."

"Questions about what Detective?" John asked.

"Namely how you got stabbed in the arm. The hospital is required by law to report all stabbings and shootings."

* * *

**Midtown High- Girls restroom**

A red/magenta haired girl stood in front of the sink looking at herself in the mirror while crying her eyes out. She cried, but she cried softly she didn't alert anyone outside; she was alone in the restroom and that's the way she wanted to keep it for now. The magenta haired girl looked at herself and her eyes zeroed in on her mutation, her protruding bone forehead. She slowly reached a hand towards her head and she let her hand roam over her bony rock hard forehead.

"What the heck was I thinking?" she solemnly asked herself. She continued to stare at herself in the mirror but her moment was interrupted by a group of about five girls entering the bathroom. The magenta haired girl quickly turned away and briskly dried her eyes just as the girls fully entered the restroom.

* * *

"Oh My God!" one of the girls gasped when they saw the magenta haired girl.

"IT'S YOU! THE MUTANT!" another one shouted.

The magenta haired girl finished drying her eyes and she turned to face the girls that were gawking at her.

"I'm not a mutant, I'm normal just like you." She said strongly.

"Like hell you are!" one of them exclaimed, "Look at you, either you're a mutant or there is something seriously wrong with you."

"Look at her forehead….God that is freaky" a third girl whispered,

"Shut up!" the magenta haired girl roared in anger "There is nothing wrong with me."

"I heard that you get the mutant germ by just being near one."

"That's not true Monica…you can't catch the mutant germ, you have to be born with it…at least I hope. I don't want whatever freaky and disgusting germ she's got."

* * *

The magenta haired girl gritted her teeth and she lowered her head, she gathered what was left of her dignity and she made a beeline for the exit however her path was soon blocked by one of the girls, a brunette wearing a light blue shirt and ripped stain-washed jeans and sneakers.

"Move out of the way please" the girl said trying to step past but the brunette moved in her way again.

"Not until you hear what I have to say" she said.

"Kim don't…." one of the girls started before the girl named Kim raised her hand to silence her, but not for once did she take her eyes off of the magenta haired girl.

"I hate your kind…because of you mutants our school got blown up and my brother got hospitalized. He was there after school with his friends and…..and…..you mutant freaks are gonna get whats coming to you and I hope that you suffer and I…."

"HEY!" came a shout.

* * *

All of the girls looked to see a blue haired girl standing behind them with her hands on her hips; the girl was none other than Lana.

"What's going on in here?" she demanded eyeing the girls before letting her eyes settle on the girl they were tormenting.

"Nothing skank, get lost" Kim retorted angrily.

Lana scoffed and she stepped towards Kim.

"Say it again" She challenged.

A palpable silence passed through the scene as the two girls stood there staring each other down while the other girls looked on. The girl named Kim opened her mouth for a second but the look on Lana's face kept her words at bay. Lana waited and she nodded her head when Kim closed her mouth.

"That's what I thought…now you bigoted, ignorant b***** keep it moving" Lana demanded.

"Or what, you a mutie lover or something?" Kim growled.

Lana smirked at the girl in front of her and held up her hand, a steady dangerous deep yellow glow appeared over her hand. The girls in front of her shrunk back at the small display of power.

"HOLY CRAP SHE'S A MUTANT!" one of the girls shouted.

"That's f******* right, now unless you f**** want an ass kicking you better get out of here NOW!" Lana shouted.

The girls skirted around her and scrambled out of the restroom leaving Lana and the magenta haired girl alone.

* * *

Lana watched the girls go and as they left she lowered her hand and returned it to normal.

"Idiots" she scoffed before turning back to the magenta haired girl, "You okay?" she asked.

"Fine, nothing I couldn't handle though." She replied

"Sure. I'm Lana by the way."

The magenta haired girl with the bone like forehead considered her for a moment before releasing a sigh.

"I'm Sarah." She responded.

Lana and Sarah looked at each other for a long second but it was a long awkward second. They both shifted in their spots and Lana folded her arms across her chest.

"Well….uh…I guess you and I are in the same mutant boat right." said Lana trying to get a conversation started.

Sarah didn't respond right away she let another second pass before she turned away and went back towards the sink and the mirror.

"I'm not a mutant" she said strongly.

Lana raised an eyebrow at her statement.

"Sweetie, come on now. You're a mutant." Lana replied with an incredulous look on her face. Sarah saw the look in the reflection of the mirror and she pursed her lips together.

"Don't look at me like that….I know I'm a mutant, I'm not stupid."

"Then why would you say that…"

"I thought if I ignored it long enough it would go away or…or maybe if I say it...and say it like I believe it, God will take pity on me and actually make it true. So far, he hasn't responded, everyday I wake up looking like this….I'm starting to think he's not real. I just want to be like I was, I want to be normal." She said in a heartbroken tone.

Lana heard the tone and her heart instantly dropped and went out to the girl a few inches away from her. She had only just met this girl but with that statement it felt like she had known her for years. Lana leaned against the sink that was next to Sarah and she slowly nodded her head.

"God I know exactly how you feel, wanting, no, craving a sense of normality."

Sarah turned to the right and she looked at Lana and the faraway look in her eyes.

"You do?" she questioned.

"Yeah" she answered, "I recently…had an eye opening experience to how the world works for people like us and how f***** up it can be, but….despite that, I don't want to believe it…what I really want is to just pretend that everything is normal, that the people are normal and…and…f*** what am I saying?"

Sarah turned away from Lana and she stared at herself in the mirror again, gently raising a hand to her bone forehead.

"I can't pretend anymore and I can't ignore it can I"

"No" Lana responded truthfully.

"We'll never be normal again will we?"

"Probably not"

Sarah lowered her head, she reached towards her right pocket and she pulled out a black skull cap and placed it over her head making sure to cover her forehead.

"….I guess all we have left to look forward to is bigoted, ignorant b****** huh"

Lana scoffed and turned to look at Sarah.

"Maybe…Maybe not, everyone can't be like that, can they?"

"I don't know, maybe there are people who aren't like that, but they're pretty much a rarity."

Lana heard the comment and she mulled it over for a second before raising her head and smiling at Sarah.

"They are rare…..but not as rare as you think."

* * *

**Hallway**

**BRRRRRRRRRRRRRING! **Went the sound of the bell. The teens of Midtown high filed out of their classroom and into the hallway, each of them carrying books, talking amongst themselves and heading to the next class.

Mary Jane walked out of her classroom and she shifted the books that were in her hand.

"Hey beautiful let these strong arms carry those books for you." Came the voice of some guy that was coming towards her.

Mary Jane eyed the guy and rolled her eyes and passed him.

"I can manage." She stated over her shoulder.

Mary Jane continued on her way until she spotted Gwen and without hesitation the red-headed teen made her way over to one of her closest friends.

* * *

"Hey"

Gwen turned to the left to see Mary Jane.

"Hey" she replied

Mary Jane looked at her friend and she could instantly tell that something was wrong with her. The red-headed teen raised an eyebrow and nudged her with her arm.

"You okay?" she asked carefully.

Gwen glanced at her and she released a sigh.

"Yes, No, kinda" she replied in a low voice "I keep slipping into old habits" she said finally.

Mary Jane pursed her lips together and she thought about the statement for a second, but she didn't have to think long before Gwen continued to speak.

"What do you think of Johnny, Mary Jane, an honest opinion." She asked suddenly.

Mary Jane was caught off guard for a second but she composed herself.

"Uh, Johnny is good guy. Full of himself yes, full of life yes, total frat boy but he's a good guy nonetheless. I think he's good for you."

"But am I good for him?" Gwen suddenly asked catching her off guard again at the line of questioning.

"Excuse me?" Mary Jane responded.

"You heard me Mary Jane, do you think I'm good for Johnny?"

"You're like the best thing that has happened to him…besides his powers, no…even then, you're still high on…"

"You're just saying that because you're my best friend." Gwen challenged.

Mary Jane stopped walking and she looked at Gwen with a curious look.

"Okay, what the hell is happening here?" she asked.

Gwen released a sigh and she looked around for a second before signaling Mary Jane to step out of the middle of the hallway and towards the side where they were out of ear-shot to anyone.

* * *

"I feel like I've been treating Johnny unfairly" she stated strongly, "He is a great guy…attentive, funny, and….and I like him a lot but…"

"But he's not Peter" Mary Jane interrupted.

Gwen scrunched her eyes indignantly and she shook her head furiously.

"No MJ that's not what I was going to say. I know that he's not Peter and I don't want him to be Peter either okay. They are completely different from each other and I like it like that." She snapped quickly.

"Okay Okay" Mary Jane replied putting her hands up defensively "You don't have to bite my head off, jeez. I'm sorry."

"No, I'm sorry, I didn't mean to snap. Peter and I are done, we're just friends now, but he's beside the point, the point now is Johnny."

Mary slowly nodded her and she leaned against the wall.

"So what brought about this sudden realization?"

Gwen considered the question for a moment and she looked away from her best friend for a second. If she were being honest with herself she would say that the feeling of not being a good girlfriend Johnny was something she had been tossing around in the back of her mind for while but she never really thought about it until a while ago when after worrying about Peter all day yesterday and then finding out that her worrying was for naught got her thinking or re-evaluating her relationship with Johnny. She remembered how she kept bringing him up and even though Johnny wouldn't admit it she knew that it annoyed him and she couldn't blame him.

Gwen leaned her head against the wall and turned back to Mary Jane and she was about to answer when Peter walked into view and got their attention.

"I need to talk to the both of you now" he said urgently.

Mary Jane and Gwen glanced at each other and then back to him and upon looking at him they both saw the hard stare on his face.

"Is everything alright Pete?" MJ asked.

"Come on" he replied seriously walking away.

The two teens slowly followed behind him.

* * *

**Stairwell **

Peter closed the door to the stairwell and he looked through the small mirror and when he didn't see anyone coming his way he turned and leaned against the door eying his best friend and former girlfriend. He looked passed them for a second and at the stair case and he didn't see anyone coming up to their spot.

"Pete you're creeping me out, what's wrong?" asked Mary Jane.

"And why are we here?" Gwen asked.

Peter curled his lips and he released a heavy sigh.

"I'm sorry for being so weird but I just found out something horrible." He stated seriously looking at the both of them.

"What?" they questioned at the same time.

Peter curled his lips and hung his head for a second, he had been debating with himself if he should tell them and after thinking about it he knew he couldn't keep them out of the loop on this one, this was their best friend and it was time that they all pitched in to set him right. He lifted his head and he stared at them both.

"Harry is on drugs." He stated seriously while reaching into his pocket and pulling out the pill bottle that was full of pills.

Gwen and Mary Jane both recoiled at the sudden and blunt statement that was just uttered. Peter could see the emotions playing across their faces because those same emotions had been playing across his own face since he found out earlier in the day. Gwen was the first to recover and she took the pills out of Peter's hands and looked at them closely.

"That explains a lot" she said in a low voice.

"No…I don't believe that but it would explain a lot of how he's been acting."

"You guys….I'm gonna be honest I wasn't going to tell you." Peter said suddenly causing both of the girls to look up at him, "I wasn't going to tell you, I was going to handle this myself because Harry is my best friend and I've been a terrible friend to him because I've been ignoring him when he's needed me the most and…."

"BULLS***!" Gwen exclaimed, cutting him off in mid-sentence "Peter cut the crap okay. I swear if I would found out you were keeping something like this from us I would have punched you in the throat"

"That seems a bit excessive" he replied offhandedly

"She's right though Pete." Came Mary Jane's voice "I would've cleaned your clock too, this isn't only your problem, Harry isn't just your best friend….he's **our** friend remember, the four of us; and you're not the only one who's been a bad friend. We've all been so self-involved in our crap that Harry just completely drifted from our radar. Even though, he was being a huge huge huge ass to us, I'll chalk that up to him maybe crying out for help. These pills, plus the stress of what happened to his father, running a multi-million dollar company plus he drinks….all that equals up to the jackass that's walking the halls now."

"So what do we do?" Gwen asked "Do we confront him?"

"NO!" Peter shouted suddenly, he quickly realized that he had hollered and so he forced himself to calm down a bit, the last thing he wanted them to do was to confront him, if the young Osborn was willing to choke his best friend there was no telling what he'd do either Gwen or Mary Jane.

Peter cleared his throat and began to speak again.

"Gwen listen to me, under no circumstances do you confront Harry with this" he said strongly.

"Why?" She challenged.

"Because he might be dangerous." Peter said under his breath

"How is he…?"

"Look all I'm saying is that right now confrontation may not be the best option. I think the best thing is for the two of you to reach out to him with friendly positive reinforcement and just keep an eye on him. I've tried to talk to him but he doesn't hear me."

"And while we're being friendly what are you going to be doing?" Gwen asked folding her arms across her chest and raising an eyebrow.

"I'm gonna find out what these pills are and I'm gonna find out how he's getting them or who's giving it to him and I'm going put a stop to it"

"Since when did you become one of the Hardy Boys or Dirty Harry?" Gwen asked flippantly, "And what do you mean put a stop to it? You make it sound like you're going to confront his potential drug dealer and if you are planning on do that by yourself then you're an idiot"

"Thanks for the concern but I can take of myself Gwen" Peter responded.

"I never said you couldn't but this is dangerous territory and I think we might need some help. Maybe I can ask my Dad or maybe I can get Johnny to…."

"No Gwen. No Johnny, no cops….we need to keep the circle small on this one. If we make the circle too big it creates big problems. So for now can you please just do as I ask and keep an eye on Harry….I'll take care of the rest." He said strongly before grabbing the pill bottle from Gwen and turning to the door behind him. He grabbed the handle of the door and he swiftly left the stairwell.

Gwen whipped towards Mary Jane who had a contemplative look on her face.

"MJ did you hear him!?" she asked "You don't really think he's seriously gonna confront Harry's supposed drug dealer do you? He's not that crazy is he?"

Mary Jane looked at Gwen.

'_If you only knew'_ she thought to herself "Of course not Gwen, he's just talking right now. This is a big shock to all of us…emotions are running high and this…this is new territory"

"Still though" Gwen responded turning her eyes to the door that Peter went through and narrowing them slightly.

* * *

**Hallway**

Peter rushed down the crowded Hallway attempting to make his way to his next class, but all the while he was moving his mind was locked on the conversation he had mere seconds ago with Mary Jane and Gwen.

'_Idiot…maybe I shouldn't have told them. No, they deserved to know and I meant what I said. I'm going to get to the bottom of what's going on with Harry but I can't do that if his attention is focused solely on me, maybe Mary Jane and Gwen can reach him better than I could and while they are doing that I can dig a little deeper into Harry's new lifestyle. As soon as I find out what these pills are and how he's getting them I'm gonna….hold on….I just realized something, am I using Mary Jane and Gwen as bait, no….no…that's not what I'm doing….is it…?' _

"HEY PETER!"

Peter was broken from his thoughts by the sound of his name being called. The young teen came to a stop and he looked to see Lana briskly walking towards him.

"Lana?"

Lana stopped in front of him.

**BRINNNNNNNNNNNNNNNG!** Went the sound of the late bell.

* * *

Peter watched as all the remaining students in the hallway ducked into a classroom and as they went inside the doors slammed shut.

"Ugh, I'm late again" he whispered while turning his eyes back to Lana who didn't even look worried that she was late as well. She had a worried look plastered upon her face and upon seeing the look it only played into the feeling he had about her earlier.

"Sorry, but I…..I have something to tell you."

"What is it?" he asked slowly.

Lana stared up at him for a long moment.

"I…..I like you but there is something you should know about me, I wasn't going to say anything but with what's going on with me now, I feel….I know I have to tell you that I am a mutant"

Peter let a shocked expression appear on his face; of all the things he was expected, he wasn't expecting the statement that now hung in the air and he could tell that she was anxiously waiting for him to reply. Lana searched his face for any signs of the same looks the girls in the restroom had when they were looking at her and Sarah but she didn't see it, all she could tell was that he was shocked but seeing as how it was a very shocking statement she couldn't tell whether that was bad or good.

Peter regained his composure and he put a smile on his face.

"Is that it?" he asked.

"What do you mean?" she asked carefully.

"I mean is that all…you're a mutant"

"Yes." She said "You're not creeped out."

"Not in the slightest Lana" he said with a smile _'If you only knew'_ he thought to himself knowingly, "I actually like the fact that you are a mutant…it makes you even more interesting."

"So you're still looking forward to our date tonight."

"Wouldn't miss it"

Lana smiled and then quickly kissed him on the lips before walking away and to her class, and as she left Peter followed her with his eyes.

'_I bet that took a lot to say out loud…especially considering the climate with mutants. I'm going to make that date with her tonight but first…..I just have to quickly finish up with Fisk' _he thought while turning and continuing down the hall and to his next period class.

* * *

**Hours Later- Outside- Down the Street- In the Air**

Spider-Man swung through the air at top speed with only one destination on his mind, Fisk Tower, the home of the current Kingpin of Crime Vanessa Fisk. The web-spinner arched high in the air and then with one hand he shot another web; he reached his free hand up to the side of his head and he pushed a button that was under his mask.

**BEEP!** went the sound followed by a flash of light before his eyes. Spider-Man blinked rapidly and his vision returned to normal.

'_Okay, I think everything is working….I hope its working. I'll only get one shot at this.'_ He thought to himself as he neared Fisk Tower.

* * *

**Fisk Tower**

Vanessa Fisk sat in her very comfortable chair with her hands linked together staring out and into the city…her city….her Empire. Her eyes locked upon the setting sun in the distance and she couldn't help but narrow her eyes at the symbolism. She curled her lips as she continued to stare at the setting sun but while she did that she allowed her mind to drift to the thought of loosing it all, loosing her entire Empire. The snarl grew the more she thought about how hard she had worked to get where she was only for it to slip through her fingers so easily and so early; how her time as the Kingpin was setting.

"_FISK! Do you hear me?"_ came a voice over the speaker from the phone that was on her desk.

The current Kingpin of Crime swiveled away from the window and back to her desk where she put her eyes on the phone.

"I hear you Maggia, I hear you, but you do realize that you are making a mistake. Both of you are making a mistake."

"_Actually the mistake is ours thinking a woman could run things!"_ came the voice of Don Chompoti, _"You're supposed to handle these vigilante bastards."_

"And I am" Vanessa replied.

"_No you're not…because if you were then I wouldn't be standing in a warehouse devoid of merchandise. ALL OF IT'S GONE! THROWN INTO THE F***** RIVER THANKS TO DAREDEVIL!"_

"_Not to mention the bug has been busting up my operations as well. Between the two of them, the cops cracking down, Fortunato and the cluster f*** of a gang war, there is too much heat going on. We're all losing money, time and patience and we've decided that it's time for a change."_ Don Maggia added over the line.

"_We're out of the coalition_" said Don Chompti with conviction, "_We're both out and if you try anything against us we'll…." _

"YOU'LL WHAT YOU FAT SON OF A BITCH!" Vanessa shouted jumping up from her seat and grabbing the phone that was on her desk, "YOU HAVE ANY IDEA WHO YOU'RE TALKING TO…DO YOU HAVE ANY IDEA WHAT I'M CAPABLE OF! DO YOU! I WILL BUR…"

**CRASH!** Went the sound of the window she was previously staring through bursting open, glassing splashing everywhere.

* * *

Spider-Man landed on Vanessa's desk and the startled Kingpin of Crime could only stare up at him in shock.

"Fisk…we need to talk" he said.

"SPIDER-MAN!" she exclaimed.

"_FISK! FISK! WHAT'S HAPPENING!?" _came Don Maggia's voice over the phone.

Spider-Man looked towards the overturned phone and he quickly grabbed and held it up to his face.

"Sorry, she'll have to call back" he said before tossing the phone across the room where it smacked into the wall, shattering upon impact.

* * *

The wall-crawler turned his attention back to the Vanessa who was regaining her composure.

"You…" she started before being interrupted.

"You sent the Enforcers after me and I can understand that…but why the Hardy's"

"They needed to be taught a lesson" Vanessa growled "A lesson you haven't learned yet…DON'T F*** WITH ME!"

"And it's a lesson I'll never learn, I refuse to learn. You claim to be the Kingpin…"

Vanessa growled and she rose from her spot, she felt a twinge of pain but the pain from her injury was long gone from her mind and the only thing that had her focused was the red and blue vigilante perched on her desk.

"It's no claim….it's a F***** FACT! I AM THE KINGPIN OF CRIME and I swear on my life…on my honor that I will **kill **you, I will find a way! You think you can come in here and embarrass me"

"I do actually…I mean I have done it before and it's not really that hard to embarrass you." Spider-Man replied flippantly.

"ERGH!" Vanessa growled while lunging for him.

Spider-Man effortlessly grabbed her wrist and he rose to a standing position. Vanessa was dangling off of the ground as Spider-Man held her firmly.

"Listen to me carefully….the Hardy Family is off limits. You're going to back off and if I get even a hint of you going after them I'll bring so much heat down on you it'll make your head spin. And maybe I'll finish what Elektra started. You remember your hired assassin and her hand ninjas don't you."

"Vividly" Vanessa responded "She betrayed me, which is something I will never forget…or forgive, much like this moment right now. Your time will…"

"Spare me the revenge rhetoric" Spider-Man responded releasing his hold on her and allowing her to unceremoniously drop on the desk, "It's getting old at this point."

"…." Vanessa didn't respond she only stared at him.

"I took down your husband and now I'm taking you down. It's time for you clear out Fisk, shuffle on back to where you came from. Tell your subordinates you're taking a vacation, or tell them you realize that things will never go back to the way they were…I don't care just leave."

"No"

"I tried asking nicely…just remember that." Said Spider-Man.

"Do you really think your idle threats will make me release control of this city? I would rather burn it to ashes than do that."

"I would never let that happen"

"Never say never" Vanessa said darkly.

'_SPIDER-SENSE!' _

* * *

Spider-Man whipped towards the door just as it was kicked open and Bullseye with several men charged into the office. Spider-Man looked at them for a long second before springing through the busted window and out into the night.

* * *

Bullseye and the guards reached the window and watched as Spider-Man swung away.

"Damn bug" Bullseye growled

"Kill him" came a whisper.

Bullseye heard the whisper and he turned to Vanessa who had an angry far away look in her eyes.

"Hey…you alright?" He asked going to her.

"Kill him…..Kill them all!"

Bullseye gently gripped her by the shoulders.

"HEY!"

Vanessa's eyes snapped into focus and she stared at Bullseye.

"Put the word out to everyone….all the gangs….all the low life's….psychos…and deranged freaks. It's open season."

"On who?" Bullseye asked.

"On New York…civilians, cops, Maggia, Chompoti, Daredevil….and especially on Spider-Man and I'm offering a reward to anyone who can bring me his head. Anything goes from now on….its complete and total Anarchy. They want heat I'll show them heat."

"You sure you want to do this?" Bullseye asked carefully.

Vanessa looked at him with a dark look.

"Did I stutter?"

"…"

"GO!" Vanessa shouted.

Bullseye nodded his head and swiftly turned heading for the door with the guards behind him, leaving Vanessa alone with her thoughts.

* * *

**Several Blocks Away**

Peter was sitting in a heavily shadowed area with his mask off and turned inside out. The teen looked at the lens and he zeroed in on the electronics he had a jury rigged together from the equipment he had gotten from the spy shop. The electronic wiring led from his mask all the way through the neck of his costume and to a touch screen cell phone that was tucked into his utility belt. He carefully gripped the electronics and he pulled them off of the lenses while gently guiding the wiring line from out of his costume. Once the wiring was out he reached for his utility belt and he pulled out the touch screen cell phone.

"I hope this camera caught everything and it transferred to the phone" he whispered as he swiped through a few screens until he came to the video section of the phone. He looked at the screen and he pressed one of the dozens of camera files that were present. A cursor appeared and after a few tense seconds, a video began to play.

* * *

**Cell Phone**

"_They needed to be taught a lesson" Vanessa growled "A lesson you haven't learned yet…DON'T F*** WITH ME!" _

"_It's no claim….it's a F***** FACT! I AM THE KINGPIN OF CRIME and I swear on my life…on my honor that I will __**kill **__you, I will find a way! You think you can come in here and embarrass me" _

* * *

"HA!" Peter yelled as he stopped the video, "Gotcha….hook, line and sinker. Now all that's left to do is to drop this off with Lieutenant Lee and Captain Stacy." He said to himself but right as he was about to do that he looked at the time on the phone, "Hold on…it's 7:40….I have enough time to get to my date with Lana. Hmmm….I guess this can wait. I'm going to make that date" he said.

Peter wrapped the wires around the phone and he tucked all of into his utility belt and then he slipped his mask back over his face.

'_I got just enough time to make it…..spider sense. Now what' _

Spider-Man felt the nudge from his spider-sense and he followed the feeling; it nudged him to his utility belt, more specifically his spider-tracker. He pulled out the device and he looked at the screen to see a rapidly blinking silver dot.

"Uh-Oh….that's the spider-tracer I gave to Valerie Hardy. I guess that didn't take long did it. Damn you Fisk, you just don't know when to take a hint." Spider-Man growled. He ran forward and shot a web and swung in the direction his spider-tracer took him.

* * *

**20 minutes Later**

Spider-Man landed on the railing of an impressive Penthouse that had an outdoor pool and bubbling Jacuzzi. He looked around but he didn't see any sign of Valerie or her family or anyone in danger.

"Okay" he said to himself.

**CLICK! **

Spider-Man heard the sound and he turned to the left to see the sliding door that led into the Penthouse slide open. From the interior out stepped the black and white clad mystery girl known as the Black Cat. She looked at him and flipped her platinum white hair before seductively leaning against the frame of the door and biting her lip.

* * *

Spider-Man raised an eyebrow at her and he slowly stepped off the railing.

"I guess you called me here." He said.

The Black Cat held up the silver spider-tracer.

"Cute little toy spider." She replied.

"It's no toy…Cat. It's an emergency signal I gave to the Hardy's for when they need my help." He stated strongly taking a few steps towards her and then stopping.

The Black Cat cocked her head to the side and she straightened up.

"Why do you care so much, their well being is no concern of yours?"

"Call me altruistic."

"No such thing in this world, everyone is out for themselves." She replied, "And this is coming from a thief who has been all over the world and dealt with all kinds of people."

"You're a thief?" Spider-Man questioned with wide eyes.

"The best thief in the world" she replied while moving away from the door frame and slowly walking towards him.

* * *

Spider-Man watched her carefully and as she approached him he folded his arms across his chest. He had to admit that he was still a little put off by her even more so now that she admitted that she was a thief but instead of feeling like he should take her in to the police the only thing he could feel was his heart beating faster and faster; each step that she took towards him caused his heart to beat a mile a minute.

"I-If you're a thief that means your opinion on people in the world is quite biased don't you think. You only deal with people who are out for themselves."

The Black Cat smirked and closed the distance between them by wrapping her arms around his neck. Spider-Man's breathing quickened a bit at how close her body was to his, he knew he should disengage himself but he was caught in her alluring gaze.

"Not all the time" she whispered.

"The majority" he replied, _'She smells great'_ he thought inhaling the alluring aroma coming off of her.

"I'll admit that maybe I am a bit biased, but I mean come on…it is human nature for everyone to look out for themselves."

"It's not in my nature."

"So are you honestly standing here telling me that you're helping the Hardy family because you want to…it's not some way for you to seek an adrenaline rush or fame or glory. Or maybe you're looking for some type of other reward."

"None of that stuff matters to me and no I'm not looking for any type of reward."

* * *

The Black Cat looked at the reflective lenses, she wanted to find something wrong with him, something that she could use against him but she could plainly hear the truth that was in his voice. She had spent enough time around liars and cheats to instantly know when someone was lying to her but she couldn't sense a single ounce of deceptiveness. He was telling her the absolute truth, and the truth was something she had been looking for lately. Her father lying to her had hit her a bit harder than she would have liked and to find out that he hadn't been lying to her about one thing but two things, she was beyond angry at him but standing there with Spider-Man and to hear him telling her the truth sent a sense of relief through her…relief and a bit of desire. She had her arms wrapped around his neck and she could feel the rock hard muscles beneath the thin costume and that sent another wave of desire through her.

A smile appeared on her face.

"I believe you" she said while leaning a little closer and towards his ear "And I think you deserve a reward anyway. I hope you don't have plans tonight."

The Black Cat, with one hand slowly reached for the bottom of his mask and she began to pull it upwards.

Spider-Man felt what she was doing but he was trapped. He was trapped by the beautiful thief pressed against him. Her eyes, her smell, and her body had him rooted in place, letting his mask be pulled upwards. The Black Cat continued to pull on the mask until his mouth was exposed and that's when she stopped.

The air between them was thick; they could feel the other's warm breath; suddenly a fleeting memory flashed across Spider-Man's mind and he found his voice.

"I-I-I-I….actually have….somewhere to…"

"Shhhhhh" Black Cat whispered while putting a finger on his lips "You're right where you're supposed to be spider." She said with a smile.

Black Cat removed her finger and she kissed him on the lips. The kiss started slow and unsure but after a few seconds it became fervent and lustful. Black Cat tightly wrapped her arms around him and Spider-Man wrapped his arms around her waist pull her close holding her there.

Black Cat suddenly broke the kiss and the two breathlessly stared at each other. The young thief grabbed his hand and she slowly began to back up towards the open door that led into the spacious Penthouse.

"Come On" she whispered.

Spider-Man's heart was in his throat but he didn't say a word, he wordlessly allowed himself to be led into the Penthouse and once he was inside the door slid shut and locked behind him.

* * *

**Later: Elsewhere: Restaurant- Prescott's BBQ and Grill- 8:45**

A sad and depressed Lana Baumgartner stood outside the restaurant. She looked at her watch for the 100th time and she looked down either side of the street, her eyes searching for Peter but it became obvious to her that he was not coming. Lana's lip quivered but her look of sadness turned to one of anger.

"Damn you" she whispered while balling her hands into a fist. Her closed fist glowed a bright yellow for a second, which got her some looks from some of the passing people but she paid them no mind. She gathered what was left of her dignity and she stormed off down the street and away from the restaurant.

* * *

**End Chapter: Read and Review: **** Hello all and HAPPY NEW YEAR! WHOOO 2014 is here and in full effect. I hope everyone had a great New Years Eve, I know I did. I went to a kick-ass New Year's Eve Party and I rang in the New Year the right way. So Far 2014 is shaping up to be a great year. I had a few missteps and problems last year but that's in the past and I'm looking towards the future. I wish everyone a great 2014. Yes, I know I've been a bit MIA again but not to worry I'm back and in typing order LOL! I hope everyone enjoyed the chapter, how many of you were surprised there at the end with the Black Cat and Spider-Man. I think a lot of you were waiting for that specific moment right LOL! Well there you go. It happened but it kinda came at a price….a price that will come into play real soon. I debated with myself for a long time as to whether or not I should let it happen this way but I think it's better if it happened now than later because of an upcoming arc. Anyway I hope everyone liked the events that played out in this chapter. A lot of stuff happened and a lot of people will be affected by what's coming up. Vanessa has just declared New York a battleground. The Kingpin of Crime was established by Wilson as a way to keep everyone in check and now that Vanessa has unleashed the reigns the craziness will be coming out of the woodwork. The streets will become a battleground as everyone attempts to gain a little shred of power now that there is no fear of repercussion from the Kingpin…but the question is now that she did that will she be able to regain control. Slowly…ever so slowly Vanessa has been losing control of her Empire and now with this final move the Empire is crumbling down. Spider-Man and the others will be hard pressed to keep everything in check…not to mention a Marvel Universe Event is on the way that'll keep everyone on their toes. I hope everyone is there to see the epic ride that's coming. Again I want to thank everyone that has stuck with this story and has constantly read and reviewed. I want to say thank you to everyone for making this story such a success. If anyone has any questions for me about this story or any of my stories feel free to leave a comment in the review or just hit me up with a PM and I'll get back to you ASAP. This is Nomad88 saying Later….**

**Ps: Check my profile or your story alerts for updates on my other stories which should be coming very soon. And then meet me back here next time for the next installment…this is me saying later…**

**Next up: Anarchy**

**Summary: New York City and its inhabitants feel the effects when the Kingpin has declared complete and total Anarchy. No one is safe. Spider-Man and the other street level vigilantes take center stage as they try to contain the situation. Plus more with Harold, more with Gwen, more with Mary Jane, more with Black Cat…..and more mystery. **


	86. Anarchy

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hello all and welcome back to another chapter in my world of the Amazing Spider-Man. HOLY RUSTED METAL BATMAN! 900+ Reviews…that's INSANE! INSANELY COOL that is lol! Another milestone reached and shattered and it's thanks to all of you. All of the readers and reviewers out there taking the time out to give this very long winded story a chance and from the depths of my heart I thank each and every one of you. My only hope is that you all keep coming back for more and you keep reading and keep reviewing. Telling me what you like and maybe what you don't like about the story, any and all comments helps me to improve what I put out to you readers. Anyway, again over 900 hundred reviews. I got a PM and someone told me that this is the most reviewed spider-man story in this section is that actually true, I haven't taken the time just yet to actually search but if that's true that's AWESOME! And a bit intimidating but I'm willing to keep up to the challenge. I know you readers are eager to get to the next installment so I'm gonna stop talking but before I go I would just like to say please continue to Read, Review( A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 77: Anarchy **

**Night- Outside Fisk Tower- **

Bullseye swung his right leg over the side of his custom made motorcycle and he started the vehicle up making sure to rev the engine loudly. He removed the kickstand and with a twist of his wrist the motorcycle zoomed from its parking spot and down the street away from Fisk Tower.

* * *

**On the Road**

Bullseye expertly swerved through the busy night-time traffic and as he did that he reached into his coat pocket and he retrieved a Bluetooth headset that he slipped over his left ear.

"Call the Boss" he said loudly.

Several numbers could be heard dialing over the headset followed by a steady ringing.

* * *

**RING! RING! RING! CLICK! **

"_What is it Bullseye"_ came the frustrated voice of Wilson Fisk, the true Kingpin of Crime.

"A problem." He said.

"_What?" _

"Your wife has declared Anarchy…she wants me to put the word out that everyone is free to do what they want with no fear of retaliation."

"…_..Heh, Heh. Do it"_ Wilson replied calmly, _"Put the word out to everyone_"

"You know what this means right…every freak from down under is gonna show their face around here. It's going be how it was before you managed to get me under your employment."

"_I know. But it's all part of the plan Bullseye. One thing about Vanessa is that she's predictable; I knew something like this was going to happen. Whenever she doesn't get her way she throws a tantrum and this is the result….a big f**** mess but not to worry. While I'm sure things will get more colorful in the coming days this gives me the perfect opportunity to begin my comeback plan." _

"Always a step ahead huh" Bullseye replied.

"_It's the only way to stay on top, just do me a favor and protect my major interests…like Smythe. All the rest well….I'll be able to get things under control once I'm back in my seat." _

"I'll take care of it…Bullseye out"

Bullseye ended the call and he revved the engine of his motorcycle loudly and increased his speed, speeding through the red light and continuing on down the street and into the night.

* * *

**Brooklyn- Brownsville- 11:30 pm**

Harold Osborn was dressed in a dark gray hoodie that was pulled over his head, black jeans and black shoes; he stood in front of a rundown apartment complex with a sneer across his face.

"What a dump." He whispered to himself "The things I do to stay on top. I better make this quick…I have to get to Gaxton's so he can replace my pills. I wouldn't want any unwanted guests returning."

"HEY!" came a shout.

Harold lulled his head to the left and he saw a group of colorful and menacingly dressed thugs heading right for him. Harold reached up and pulled his hood down a little over his face so it was shadowed in darkness and unrecognizable to the five men approaching him.

"Who are you and what're you doing standin on my block?" the leader of the group of thugs demanded. He was tall, obviously muscular from the form fitting sleeveless muscle shirt, and he was carrying a big brown baseball bat.

"I'm passing through." Harold responded turning to face the guy that was leading the small pack.

"Not with out my say so brother." The guy responded "There's a toll you have to pay for safe passage"

Harold scoffed.

"Who are you?" he asked.

"The name's Czar and this is my crew Big Murder"

"HAHAHAHAHAHAHAA!" Harold laughed loudly "Czar and the Big Murder Crew….I don't recognize your authority."

* * *

Czar cocked his head to the side and he glanced at his crew for a moment before looking at Harold. He pursed his lips together and he gripped his bat tightly, but Harold saw the motion and he prepared himself.

"RECOGNIZE BIG BABY!" Czar shouted lunging forward and swinging the bat as hard as he could.

Harold jumped back avoiding the swing; he then planted himself and came around with a hard and powerful right cross that struck Czar across the face. Czar's head snapped to the side and there was an audible crack echoed loudly through the night.

Czar fell to the ground unmoving and his bat rolled from his hand to Harold's feet. The deranged and enhanced teen remorselessly eyed the unmoving thug for a second before he slowly bent down and grabbed the fallen bat. He gripped the bat tightly and he eyed the rest of the Big Murder crew.

"Heh, Heh, Heh. Whose block is this now?" he asked darkly.

"Yours man….Y-Yours." One of them answered.

Harold nodded his head.

"That's what I thought….NOW GET THE F*** OUT OF HERE!" he roared.

The Big Murder crew turned and took off down the street.

* * *

Harold shook head and turned back to the rundown apartment building; with the bat in hand he slowly made his way up the stairs and into the building.

* * *

**Apt 34**

A thirty year old dirty and unkempt man by the name of Davis Harmon sat on his dingy orange couch with a red playing card in hand; he eyed the beaten coffee table that had a small pile of cocaine on its surface. Davis leaned forward and he used the playing card to scoop a little of the cocaine out of the pile and shift it into a fine line. Davis dropped the playing card and he grabbed a rolled up twenty-dollar bill that was next to the pile of cocaine and put one end in his right nostril and the other end on the cocaine.

**SNIFF!**

"AH!" he gasped pitching the bridge of his nose and tilting his head back, after a few seconds Davis smack his lips and put a smile on his face "Dat's some good coke."

**KNOCK! KNOCK! **

Davis turned towards his front door.

"I DON"T HAVE YOUR F***** RENT EDUARDO! YOU'LL HAVE TO WAIT TILL FRIDAY!"

**SMASH!** Went the sound of the door being kicked open.

* * *

"SH**!" Davis yelled standing up in a panic.

He looked towards the door and he saw a hooded man with a bat enter his apartment and shut his broken door. Davis looked towards the coffee table and he eyed the .38 at the edge. He reached for it but the hooded man threw the bat and it nailed him in the head knocking him down.

"AH! SONUVA BITCH!" came a howl of pain.

Harold casually walked towards Davis and he bent down and grabbed him by the face and pinned him to the ground.

* * *

"WHO ARE YOU!? IF YOU WORK THE OWL TELL HIM I'LL GET THE MONEY PLEASE DON'T…." Davis yelled in terror.

"Shut up" Harold demanded "I don't work for the Owl and I'm not here to kill you Davis. I actually need your help"

"Who are YOU?!"

Harold mulled the question for a second.

"Call me…..call me Goblin"

"What do you want!?" Davis shouted struggling against the very strong grip upon his face.

"You and I have a mutual associate. You used to do odd jobs for him in the past….maybe about five or six years back, I found your number and address in an old book. You mostly did petty theft, or some subtle intimidation."

"Who's the guy….I did jobs for a lot of people back in the day. How am I supposed to remember" Davis replied.

"You're not supposed to remember idiot and the guy doesn't matter, all that matters is that you're going to do a job for me now."

"And why would I do that?"

Harold with his free hand reached into the pocket of his hoodie and he removed a wad of money.

"Because in my hand is 8,000 dollars, and all of it is yours if you do this job for me, but Davis here's the catch. You have to do it exactly as I say otherwise our deal is off and I'll have to kill you."

Davis struggled but he was able to eye the wad of cash and then at the darkened/shadowed face of the person holding him down.

"What's the job?"

"I need you to take care of a man named Phil Coulson."

* * *

**Watson Household**

Mary Jane laid in her bed wide away, just staring at the smooth ceiling above her. Since the stairwell _'meeting'_ of sorts the rest of the day had been a complete blur to her, she didn't even remember how she had gotten home but it didn't matter, all she could think about was the fact that Harry, her ex-boyfriend was using drugs. The red-headed teen turned over in her bed and she released a heavy hearted sigh.

'_Why didn't I see it before?'_ she asked _herself 'How could I see…better question is how could I not, Harry would never say the mean and hurtful things he said unless he wasn't in his right mind, but….but even if he was or is on drugs that doesn't give him the right to speak to me like I'm nothing.' _

Mary Jane rolled over in her another time before she sat up completely; she closed her eyes and rubbed them in frustration.

"God…..I liked it before when I was just worried about me, now this….Harry is on drugs and now it's the only thing I can think about. You really know how to bring a girl down don't you….."

**BZZZZ! BZZZZZZ!**

Mary Jane turned her head to the right and she eyed her vibrating cell phone. She reached over to the phone and she answered it without even looking at the caller ID.

"What" she answered grumpily.

"_Can't sleep either huh?"_ came the voice of Gwen Stacy over the phone.

* * *

**Across Town- Stacy Household- Same time**

"_Gwen, how can I sleep knowing that my ex who I still care about on some level is using drugs and has been for who knows how long and I didn't even pick up on it. I feel like an idiot." _

"None of us picked up on Mary Jane so there's no use beating yourself up about it. We can go back and forth blaming ourselves or each other until we're blue in the face but it wouldn't solve anything." Gwen replied reassuringly.

The blonde teen was sitting on her bed with her laptop in front of her. She adjusted the phone against her ear and then she leaned back on her bed.

"Despite what you may be thinking it's not your fault for not noticing…or our fault…it's no one's fault really, it's just something that happened in the past. The important thing right now is how we go about handling it, how we go about getting our friend back." Gwen stated strongly.

"_I guess"_ Mary Jane replied.

"I think we should confront him about, stage an intervention. For the past couple of hours I've been reading up on stuff like this and this is what people usually do."

"_I don't know Gwen, Peter said…" _

"I know what Peter said, but since when do we take orders from Peter. He's wrong about this MJ, we don't need to stay behind this problem or on the sidelines we need to get in front of it and take it head on, this is our friend we're talking about here."

"_But he has a point though Gwen; confrontation may not be the best option….what if he lashes out or…" _

"If Harry lashes out I'll just chop him in the throat and he'll go down like a ton of bricks." Gwen responded flippantly.

"_I meant verbally Gwen." _

"Harry can say whatever the hell he wants it won't disprove the fact that he needs to see how he's hurting the people close to him."

"_And where's Peter in all of this?"_ Mary Jane asked _"You know he won't go for this approach"_

"He'll be off chasing the big bad drug dealer, which is completely idiotic and from the sound of his voice I don't think he was kidding either Mary Jane. I think he's actually going to track down Harry's…..supplier or something" she replied, "I need to tell my dad."

"_NO!"_ Mary Jane exclaimed _"I mean no…come on Gwen, he…he wasn't serious."_

"No, he was serious."

"…_.Even if he was serious, Pete's a smart guy he'll be fine. He can take care of…." _

"Himself" Gwen interrupted "Yeah I know. Why are you defending him Mary Jane? What makes you so sure…do you know something I don't?"

"…_..No"_ she answered.

Gwen scrunched her eyes for a second.

"What's with the long pause?"

"…_..Look Gwen maybe you should stop worrying about Peter and worry about Johnny…remember…maybe that should be your focus." _

Gwen recoiled a bit and she furrowed her brows.

"Low blow Mary Jane…LOW BLOW!" she shouted before taking the phone from her ear and ending the call.

* * *

**Later: Streets of New York- Southside Bar**

Bullseye lifted the apple in his hand and put it to his mouth and he took a bite. The crazed Assassin was standing in front of several people who had their eyes trained upon him. He was within a safe haven, a cease fire place of business where people from all groups, gangs or affiliations were free to converse, drink and gamble. The Kingpin had long ago declared this place off limits and since that time everyone has abided by the decree.

Bullseye's reputation was well known and it was well known who he worked for and so when he was present the smartest thing to do would be to listen to what he had to say, which everyone that was gathered was doing at the moment, waiting on pens and needles for him to speak.

* * *

Bullseye spit the piece of apple out of his mouth and wiped his lips.

"Definitely not in season" he whispered before turning his eyes back to the people who were eying him, "Alright ladies listen up the Kingpin has declared that this city and all five of the Burroughs are up for grabs. There will be no retaliation of any kind from her."

"BULLSH**!" shouted a guy with a snake tattoo going across his face, "SOME KINDA TEST!"

"No test…no tricks. New York is a free for all. Spread the word to everyone, nothing is off limits. Sanctioned Day time robberies are allowed, kidnappings, muggings, rape, torture anything and everything goes from now on. Maggia and Chompoti are no longer under the Kingpin's protection so their operations and territory is now up for grabs as well."

"What about the cops!?"

"What about them?" Bullseye responded "They get in the way kill em"

"What about the costumed freaks!?"

"Kill them too…oh and the Kingpin has put a bounty on Spider-Man's head. Anyone that can kill him….sky's the limit on the reward, so people please spread the word and you better move quick because something tells me that this is a limited time thing. You never know when the Kingpin will change her mind."

Dozens of murmurs broke out among the crowd of individuals. Bullseye smirked at them and without any further delay he turned and headed out of the bar.

* * *

'_That does it for Manhattan….time for me to head to Brooklyn, it's gonna be a long night'_ he thought as he exited the bar and headed for his parked motorcycle.

* * *

**Hours Later: Morning- 7:15 am- Across town- Penthouse**

The bright rays of sunshine filtered through the open curtains and onto the prone form of Spider-Man. He still had his mask on but that was the only shred of clothing on his body. Spidey's eyes slowly fluttered open and a contented sigh escaped his lips as he looked at the empty spot next to him on the large plush burgundy couch. The memories of the night before still fresh on his and as the nights events played across his mind he couldn't help but let a small goofy smile appear on his face.

"Oh my God…last night….I...she…we..." he started.

"Me and my" came a voice.

Spider-Man looked over to see a disheveled Black Cat walking from the kitchen entrance wearing his red and blue spider shirt and a beautiful smile upon her face.

"You"

Black Cat laughed and shook her head.

"Are we really going to go back and forth with Pronouns spider?" she asked with humor in her voice.

"Uh...No" he responded sheepishly rubbing the back of his neck "It's just…Oh my God."

Black Cat bit her lip and she slowly sauntered over to the foot of the couch where she crawled onto the couch and gently placed herself on top of him.

* * *

"I know, I know. You are one of the lucky guys that has managed to spend a night with me, how does that make you feel?" she asked

"I…feel…."

"It..It..was rhetorical spider, I already know how you feel." She interrupted.

Spider-Man rose up on his elbows and he narrowed his eyes a bit.

"You must think very highly of yourself don't you" he said in a deadpan voice.

"Well I am a Libra" she shrugged, "I'm my biggest fan...well that's not entirely true, many men are fans of mine and some women but that's a different story."

Spider-Man scoffed and smirked.

"Some people would say you have a bad case of narcissism"

"Better than altruism. When you're a narcissist it's much harder to be hurt or let down" She replied "But it's not impossible for both to happen at the same time though." she added under her breath as her mind drift to thoughts of her father and his lying to her.

* * *

Spider-Man heard the comment and he scrunched his eyes a little.

"Is that the voice of experience I hear…is that what happened to you?"

Black Cat looked at him and she let her smile drop a little as she pushed herself up until she was sitting on her knees.

"Let's not ruin the moment Spider. We had a great time and while you're not the most…..experienced guy I've been with you're definitely not the worst."

"Uh…thanks, I think." He responded flatly.

"It's a compliment."

"With a firm backhand attached to it, but whatever." He replied averting his gaze slightly.

Black Cat reached up and pinched his slightly exposed chin and she let out a snort.

"Don't be such a Debbie downer; I'm positive that with a little more practice you'll be bragging with the best of them." She said.

* * *

Black Cat looked away from him and then around the large penthouse and after a few seconds her eyes landed upon a clock that was mounted on the wall. She scrunched her eyes and read the time.

"Is that the time…crap, I gotta go." She said standing up, "I have to thank you though."

"For what?" he asked rising up, he glanced at the clock and he knew that it was time for him to leave as well.

"Giving me a distraction. Yesterday….was not a very good day for me…some issues with the Hardy's, but it ended on the right note though, so thanks….we should definitely do this again sometime." She said.

The Black Cat quickly pulled his shirt off of herself and tossed it to him. She grinned and then reached towards her discarded skin tight outfit that was few inches away from her and she quickly began to dress herself.

* * *

Spider-Man got off of the couch and he grabbed his discarded clothing as well and began to dress. As he was dressing he glanced at the Black Cat and he scrunched his eyes a little.

"I'm surprised" he stated suddenly catching her attention.

"About what?" she asked, not looking at him.

"Not that you could, but, you didn't try to take my mask off while…we were…you know…and you didn't try to take it off when I was sleeping."

Black Cat smirked and she turned to face him.

"Maybe if I cared who you were…under the mask….I would have" she responded zipping up her costume. Spider-Man put his shirt over his head.

"You don't care who I am."

"No."

"Not even a little bit curious"

"Nope" she answered putting her hands on her hips and giving him a playful smile, "Does that bother you?"

"Actually…No…but it raises a few questions, like, is this normal for you. Do you normally pick up guys…in masks, you don't know and…"

"Take them home" she finished.

"…" Spider-Man shrugged his shoulders.

Black cat folded her arms across her chest.

"You know something spider a girl could take this line of questioning the wrong way, but I know that's not what you mean. The answer is no, I don't usually do this, most of the time it's a guy I know and most of the time I don't sleep with them but all of the time I'm usually stealing something from them."

"Right…..because you're a thief."

"The best" she replied "Which reminds me"

The Black Cat suddenly spun around and she walked across the living room and towards what looked like the bedroom. Spider-Man watched her go and he adjusted his mask over his face.

* * *

'_She….is a….a…..how the heck am I supposed to describe her. I've never come across anyone like her in my life.' _he thought to himself_ 'I can't decide if that's a good thing or a bad thing…but after last night which I still can't believe actually happened I'm leaning towards good. We may have started off on the wrong foot but….'_ He started to think before the Black Cat walked out of the bedroom.

"What do you think?" she asked looking at him.

Spider-Man stood there looking at her but what caught his attention was the large sparkling pearl necklace that now adorned her neck.

"Looks good on me right" she said grasping the pearls.

"Where did you get those from?" he asked

"Out of the wall safe in the bedroom…okay let's go"

Black Cat started towards the sliding door she and Spider-Man came through the night before but on her way she was stopped by Spider-Man's voice.

"Hold On! Wha…What are you doing?".

"What do you mean?"

"With that necklace."

"Oh, yeah, I'm taking these. I like these pearls…before you got here and we got all hot and sweaty, I cased this joint out and I found these babies and I said to myself…Cat…there is no way you're leaving without these babies. Oooooh just look at them they are sooo shiny and perfect."

"You can't take that!" Spider-Man exclaimed.

"Uh….yeah I can I'm a thief remember" she replied in a matter of fact tone.

**JINGLE! JINGLE!** Went the sound of keys at the front door. The two costumed teens turned towards the door just as it opened.

* * *

A laughing husband and wife stepped through the front door and immediately the first thing they saw were Black Cat and Spider-Man looking at them. A long second passed where no one said anything they all just awkwardly stared at each other.

Spider-Man cleared his throat and he held up his hands.

"This is not what it looks like."

"OH MY GOD DONALD SHE HAS MY 30,000 DOLLAR PEARL NECKLACE!" the woman shouted.

Black Cat looked at the woman and then grasped the pearl necklace around her neck.

"Trust me lady it's much better on me than you. You've got some serious neck wrinkles going on which are not very attractive."

"WHAT ARE YOU PEOPLE DOING IN MY HOUSE!" the man named Donald yelled.

"CALL THE POLICE ON THAT…ON THAT….HUSSY!"

"Hussy...Really?" Black Cat commented while shaking her head.

Donald hurriedly reached for his pocket and he removed a cell phone; Spider-Man took a step towards them but he caught movement out of the corner of his eyes. He turned his head to see Black Cat running towards the sliding door that would take her outside.

"CAT!" he shouted.

"DONALD THEY ARE STEALING MY NECKLACE!"

Spider-Man heard the shout and he turned back to the husband and wife.

"HELLO….I NEED THE POLICE!"

Spider-Man growled to himself and he made a mad dash for the open sliding door.

* * *

Spider-Man ran through the door just in time to see Black Cat hop onto the railing and turn to him.

"Race ya to the bottom…WHOOOO!" she exclaimed before jumping off the railing. Spider-Man shook his head but he quickly jumped and he sailed over the railing after her.

* * *

**Hell's Kitchen- Exact Same time- Nelson and Murdock**

**SLAM!**

"I hate you sometimes you know that Matt" came the voice of Foggy Nelson as he entered the medium sized office that he shared with his best friend and confident Matt Murdock.

Matt lifted his head from his desk and adjusted the red tinted shades that were over his eyes. He had been asleep but he woke up about thirty seconds ago when he heard Foggy running from around the corner and up the stairs to their office. He heard Foggy's heartbeat and he could tell that something had him agitated and his suspicion had been proven by his best friend's statement.

"What did I do this time Foggy?" he asked while letting out a yawn.

"Were you asleep?"

"No"

"Yes you were!" Foggy exclaimed "Matt you're supposed to be working on the case that we have exactly six hours to get ready for and….."

"Foggy relax I'll be prepared…just get back to the point about you hating me" Matt interrupted.

"Oh! Yeah I hate you sometimes….guess who I ran into at the coffee shop around the corner."

"Uh….hold on"

Matt flared his nostrils and he inhaled deeply, the motion allowed him to breathe in hundreds of different aromas and half of them came off of his best friend. He shifted through several smells until one was familiar to him…perfume….a woman's perfume.

"Chanel No. 5…..hmmm…oh she kissed you….on the cheek leaving the scent of what she had for breakfast, let me see….bagel with blueberry cream cheese and tea with a hint of honey. You met my old girlfriend the Irish beauty Glorianna O'Breen" he said.

"YES!" Foggy shouted.

"How does she look…it's been a while"

"She looks GORGEOUS!" Foggy shouted, "Like all of your girlfriends" he added under his breath.

"Is that why you hate me?" Matt asked with a sly smile.

"Yes. You date these beautiful women and you make them fall in love with you. I just spent the last fifteen minutes trying to ask her out and the only thing she could talk about was you. How's Matt doing? Is Matt single? Does Matt still have a cute butt!"

Matt laughed slightly at his comment.

"I MEAN COME ON!"

"What do you want me to say Foggy?"

"I want you to tell me your secret." Foggy stated quickly.

Matt shook his head.

"You want to know my secret"

"Absolutely"

"Okay….my secret is…" he started before he turned his head slightly and looked towards the window "Jigsaw" he whispered.

"Jigsaw" Foggy replied, "Your secret is a Jigsaw puzzle?"

"NO FOGGY! JIGSAW IS ON THE WAY HERE!" Matt shouted.

* * *

**Down the Street**

Sitting in the back of a speeding car was a man by the name of Billy Russo who had a severely scarred face. Billy's face had jagged suture scars going over almost every inch of his face. Billy's skin dropped and sagged in a disgusting manor and there was a flap of healed skin looped over his right eye obscuring his vision slightly but it didn't' bother him too much anymore. Billy was hideous and because of the scars on his face he resembled something like a jigsaw puzzle and because of that he had renamed himself name to simply **Jigsaw**.

Jigsaw slapped the magazine into his automatic weapon and he put a frown upon his scarred face. He looked towards the front and at the two men in the driver and passenger seat.

"Are we F***** THERE YET!" he snapped.

"We're pulling up on the place now boss."

"Good…as soon as we get out I want that f**** place lit up like a Christmas tree" he growled.

* * *

**Nelson & Murdock**

Matt pulled his scarlet clad shirt of his head. Foggy was standing at the window looking back and forth between the street and Matt who was getting dressed as Daredevil.

"HOW CAN JIGSAW BE COMING HERE!" Foggy shouted in fear "I thought you said the Kingpin ran him out of town and forbid him from showing his disgusting face in Manhattan again. WHY IS HE COMING HERE!?"

Matt pulled his mask over his face and he turned to Foggy.

"I don't know but I'll be sure to ask him, now get under the desk and call the police." said Daredevil.

* * *

**Outside**

Three cars came to a screeching halt in front of Nelson & Murdock law firm. The car doors open and several men armed with automatic weapons stepped out and as soon as they were out of the car they held their weapons up and open fire upon the building that had Nelson & Murdock Law Firm posted across the front.

* * *

The people that were on the streets walking around the busy sections immediately dropped to the ground and covered the heads hoping that the goons wouldn't turn their fire upon them.

* * *

Jigsaw stepped out of the car he was in and then climbed to the roof of the car.

"MURDOCK! YOU FILTHY PIECE OF PIG SH**! I F***** HOPE YOU DIE YOU BLIND F*****!" he shouted right before opening fire himself.

Rapid bullet fire tore through the building, breaking all of the windows and turning the bricks into swiss cheese. As each chip of brick flew off of the building the corner of Jigsaw's mouth turned up a little more. He imagined that every bullet that flew through the building was another bullet inside the body of Matt Murdock.

After a few seconds that seemed like forever passed Jigsaw and his men ran out of bullets, their weapons stopped firing and immediately upon realization they started to reload.

* * *

"HURRY UP BOYS!" Jigsaw shouted.

The disfigured thug was reloading his weapon when a shadow formed over him. He looked up to see the scarlet clad Daredevil coming down upon him. Jigsaw attempted to raise his weapon but Daredevil kicked the automatic away and then smacked him in the face with his escrima stick knocking him off of the roof of the car.

The Man Without Fear whipped around and tossed both of his escrima stick hitting two of Jigsaw's men in the face. He jumped and caught his sticks and landed on the ground, he swiftly pivoted and kicked the guy behind in the chest. He heard the sound of an automatic being cocked and he turned his head to the left to 'see' the weapon aimed at him. Daredevil ducked in rolled just as several bullets erupted from the automatic. He got to his feet while still being in a crouch and he charged at the offending man. DD came up and grabbed weapon and pointed it up in the air while using his other hand to hit the man in the throat. He then grabbed the man by the hair and brought his face towards his knee. Daredevil released his hold on his enemy and he slapped his escrima sticks together creating an outline of the thugs around him and Jigsaw was starting to his feet.

"WHAT ARE YOU DOING BACK IN HELL'S KITCHEN JIGSAW!? THE KINGPIN RAN YOU OUT OF TOWN!"

Jigsaw spit out some blood but some of it ran down his suture scarred face which only enhanced his gruesome appearance. The disgusting foe stumbled from around the car and he held up his automatic weapon.

"YOU KNOW WHAT THEY SAY MURDOCK! THINGS CHANGE!" he shouted before opening fire again.

* * *

**Elsewhere- Harlem- Around the Same Time**

Luke Cage adjusted the black shades over his eyes and he let out a loud yarn.

"Long night last night Luke" came the voice of his best friend and business partner Danny Rand aka Iron Fist.

"You could say that" Luke responded with a sly smile.

The two friends were walking down the street and heading to their Heroes for Hire office. Danny shook his head and took a sip of the hot coffee in his hand.

"Anyone I know?" he asked.

"Actually yes…do you remember that case we worked two days ago. The woman with the missing sister." Luke asked.

"Yeah I remember" Danny replied.

"Well, I kinda asked her out."

Danny hung his head and he released a frustrated sigh.

"God Luke…that's completely unethical!" Danny exclaimed.

"How is it unethical?"

"For one thing she hasn't paid her bill yet." Danny replied.

Luke rubbed the back of his neck and he put a slight smile on his face.

"Which reminds me uh….I kinda….told her that I would sorta take care of her bill."

"JESUS LUKE!" Danny shouted "How the hell are we supposed to turn a profit if you keep doing cases for free. Last week it was that Old Lady and her nephew…two weeks ago it was that couple with the Landlord."

"It's not like we need it Danny, I mean you are rich after all" Luke replied in a matter of fact tone.

"Hey, we are not going to continue to use my money to keep Heroes for Hire afloat. When we started this thing you wanted to my business expertise on how to run a business but this is not what I had in mind. For God's sake the place is called Heroes for Hire…keyword being hire."

"So sue me Danny I…." Luke started before he heard his name followed by Danny's.

"CAGE! RAND!" came a shout.

* * *

Luke and Danny turned to see an old enemy that they thought they would never see again.

"Oh S***" Luke and Danny said at the same time in recognition of the enemy.

* * *

The man in the street was 6'4, wavy medium length brown hair and thick side burns. He had brown eyes, thick eyebrows fair skin and a snarl plastered upon his face. He was burly; all muscle as seen through the black form fitting turtle neck, black slacks and brown shoes. The man's name was Michael Marko but he always went by his street name…**Man Mountain Marko**.

* * *

Man Mountain Marko spit on the ground.

"THOUGHT YOU NEVER SEE ME AGAIN HUH!"

**SCREEEEEEEEEEECH! HONK! HONK!**

Man Mountain turned to the right to see a car inches away from him, honking loudly.

"HEY YOU IDIOT GET OUT OF THE STREET!" yelled the man inside the car. Man-Mountain Marko cracked his neck and raised his hands and grabbed the front end of the car. He easily hoisted the car up into the air and he turned his head to the on looking Heroes for Hire.

"CATCH YOU ASSHOLES!" he shouted before tossing the car right at them.

* * *

"LOOK OUT!" Luke shouted pushing Danny out of the way. The car came flying towards him and smacked into him. He and the car went flying through the front door of the nail salon that was few feet behind them.

"LUKE!" Danny yelled.

**STOMP! STOMP! STOMP! **

Danny heard the sound and he turned to see Man-Mountain Marko upon him trying to take his head off with a powerful punch, but Danny ducked under the strike. He rose up and threw his hot coffee right into Man-Mountain Marko's face.

"ARGH! AHHHHHH!" Man-Mountain yelled in agony. He started swaying his arms and fist in every direction.

Danny saw a fist coming towards him but it was too quick for him to react and it caught dead in the chest. Danny went spiraling back and right into the windshield of a parked car cracking it badly.

* * *

**Brooklyn- Bank **

"F*** COPS!"

**BANG! BANG! POW! POOW! **Went the sound of gunfire and shotguns as they were unleashed upon several officers. The Brooklyn chapter of the Hawks gang had attempted to rob a bank in broad daylight when they were spotted by two cops. They unloaded upon the single cop car riddling it with holes.

"KEEP IT UP HAWKS!"

* * *

**WHOOO! WHOO! WHOO! SCREEEECH!** Went the sound of eight police cars arriving on the scene in front of the bank. One of the doors open and out stepped Detective Jean DeWolff with her glock cocked. She raised her weapon and she let out several rounds.

The Hawks returned fire and Jean had to hide behind her car.

"Seriously who the hell robs a bank in brought daylight…in front of two cops" she said to herself before rising up and letting off a few more rounds.

* * *

**Manhattan**

"ARE YOU CRAZY!?" Spider-Man shouted as he and Black Cat landed on the roof that was several buildings away from the penthouse.

"Asked the man in the spider mask" Black Cat responded while looking at the pearls around her necklace.

Spider-Man pursed his lips together. Black Cat reluctantly looked away from the pearls and at Spider-Man.

"Look this has been great and all but seriously I got to go."

"You're not going anywhere with those pearls" he challenged grabbing her by the arm.

Black Cat glanced at his hand and then she bit her lip while taking a step towards him, he took a slight defensive step back but she closed the distance and slammed her lips to his kissing him through his mask. As she was kissing him his spider sense nudged him urgently; Black Cat lifted her knee and kneed him in the groin.

"AH!" he gasped falling down to the ground grabbing his groin in pain.

"Sorry…I'm sorry, I know that hurts but the way this conversation was going, it seemed like you were gonna try to take these pearls from me….and well I can't have that, but hey on the bright side I had a great time, we should definitely do it again….I might even let you take me out on a date the next time…but don't hold your breath"

Black Cat sauntered away from the fallen vigilante and she walked towards the edge. She turned to him making sure that he saw her. She blew a kiss to him right before diving backwards and over the edge of the roof.

"Ow" he groaned hoarsely.

* * *

**Midtown**

**WHOOOO! WHOOOOO! WHOO!** Went the sound of police sirens as they sped down the street.

"COME ON GEORGE STEP ON IT THEY ARE GETTING AWAY!" shouted Lieutenant Lee as she put a clip into her service weapon.

"Going as fast as I can Terri" Captain Stacy replied as he turned on the wheel avoiding a car that was moving slow, "And trust me…these asshole's aren't getting away" he replied seriously.

The Captain stared through window and had his eyes locked upon the street thugs who were riding on motorcycles. There were nine motorcycles and few of them had two people riding on them. About ten minutes ago the thugs on the bikes showed up in front of their precinct and opened fire. They managed to hit a few officers before the rest responded. It didn't take the officers long to jump into their cars and chase the offenders down.

"Who do these guys think they are to open fire on cops like that….did they think we wouldn't chase them?" Lieutenant Lee asked.

"Maybe they did….and maybe they just didn't care, either way we won't know until we catch them" George responded.

"The morning was going fairly well…I wonder if anyone is having a day like ours"

"I doubt it" George replied.

* * *

**Upper East Side- Later**

"KEE-YAH!" came a shout from a beautiful and shapely dark brown skinned woman. She stood at 5'9 with a large afro, brown eyes, and full lips. She had on a tight red top that was cut-off at the bottom showing her toned mid-riff, she had on a pair of tight red 70's style pants and black shoes, but the real draw the golden prosthetic right arm. The woman was private detective and part time Hero for Hire **Misty Knight**.

* * *

Misty jumped in the air and turned and kicked the colorfully dressed female thug that was trying to creep up behind her. The female thug belonged to a group of violent women who terrorized the rich and privileged just because they had more than the average person. The females named their group **Arsenic Candy**.

Misty looked to see a girl dressed like an undertaker come running at her. The beautiful red clad woman ducked under the poorly executed hook punch and she responded with a hard uppercut that knocked a tooth out the unfortunate girl's mouth.

"I thought these punk-rock rejects were run out of town after that Molotov cocktail incident on the Kingpin's property." said Misty glancing over her shoulder.

* * *

Standing behind Misty was another woman who was equally beautiful and shapely. She was of Asian descent, stood at 5'10 with strawberry blonde hair, blue eyes, fair skin and a mole on the left side of her face just above her lip. She was wearing a white top that was cut off at the mid-riff and tight blue jeans, white shoes and lastly strapped to her back was a sheathed sword with a white handle. The woman was Misty Stone's partner in the Detective and Heroes for Hire business, and her name was **Colleen Wing**.

"They were run out of town but it seems they are back." Colleen replied in a thick accent.

"Not for long" Misty replied with a smirk while lifting her right foot and delivered a hard roundhouse kick. Colleen saw the kick and she smiled to herself.

"Yes, not for long"

The Asian beauty jumped and she kneed a girl dressed like a jester in the chin.

* * *

**Elsewhere- At a Dive Bar**

"Reload" came a gruff voice.

The Bartender heard the voice and he turned to the lone man sitting at the counter, he slowly walked over and he looked at the empty mug.

"You've been here drinking all night" The Bartender commented "its closing time"

The man looked at him.

"Reload" he replied while reaching into his brown coat pocket and pulling out a wad of cash and tossing on the counter. The bartender looked at the money and then he let out a scoff.

"Fine…but this is the last beer" he said while grabbing the mug and going towards the tap. He filled the mug up to the top and he slid it over to his customer who deftly caught it, the man put the mug to his lips but before he took a sip he flared his nostrils.

**SNIFF! SNIFF!**

* * *

**BAM!** Came a loud sound.

The Bartender whipped towards the entrance to see three masked guys with sawed off shotguns rush into the bar.

"WHAT THE F***!" the Bartender shouted.

"SHUT UP!" one of the men yelled, "Go to the safe in the back….open it and then put the money in this bag or I blow your f***** brains out" he said menacingly.

The Bartender pursed his lips together in anger.

"Do you know what you're doing? Do you know who I kick up to…you can't rob this pl…." he started before the one in charge smacked him in the face with the butt of his shotgun.

"SHUT UP!" he yelled.

The man at the bar shifted in his seat and one of the masked men turned to him and aimed his weapon.

"DON'T YOU F*** MOVE MAN! I'LL BLOW YOUR BRAINS OUT!"

The man lazily looked at him and grabbed his mug of beer and he took a long drink; once he was done he set the half empty mug on the table. He glanced at the bleeding Bartender and then back at the three masked guys.

He stood up from his seat.

"HEY! I SAID DON'T MOVE!"

The man didn't listen and he took a step forward.

"I MEAN IT! DON'T TAKE ANOTHER STEP!"

The Man took another step

**POW!** Went the sound of the shotgun going off and right into the approaching man's face. The shotgun pellets rocketed forward and blasted half the man's face off and made him take several steps back.

* * *

The Bartender and thugs looked on in shock because instead of falling down to the ground dead the man let out a growl and he turned to face them. They all grimaced as they saw hanging flesh and what looked like a metal skull staring back. The faces quickly turned to horror as the hanging flesh started to pull and neatly knit back together.

He cracked his neck letting out several more growls while his face healed backed to its normal state.

"Wrong move…..bub!" the man growled while holding up his right hand.

**SNIKT!**

"HRRRRRAHHHHHHHHH!" he yelled while lunging towards the shotgun wielding thugs.

* * *

**Midtown High- 11:50am**

**BRRRRRRRRRRRRRNNNNNNGGGG!** Went the sound of the bell ringing loudly. The students of Midtown High filled the hallways yet again all of them rushing to their lockers and grabbing their books for the next class.

* * *

A smiling and chuckling Peter Parker pushed open the door that led to the main hall and he quickly blended in with the thick crowd of students. He walked amongst his briskly moving peers with a small pep in his step, never for a second letting his smile fade from his face, he even giggled to himself a bit as a black clad female stayed locked up his mind.

'_Black Cat'_ he thought to himself with a smile. He thought about the girl…the thief and he knew that he should be angry with her and he was to a certain extent but he couldn't help but smile and chuckle as he thought about her.

'_She is going to be trouble. There is no doubt in my mind that I'm going to run into her again….but after last night….would that be so bad. Yes, because she is a __thief __but… she's ..she's also incredibly beautiful. God I'm conflicted, even though common sense tells me I shouldn't be but I am, so what do I do….what would Matt do? Maybe I should ask him…he's been around the block a few times, he's bound to have run into a situation like this. Maybe that's what I'll do after school. No, tomorrow…after school I better head home and face the music that is Aunt May. Thank God she wasn't home when I stopped by for a quick shower and change of clothes…I have no idea how I'm going to explain to her why I was out all night. How would that conversation go? Uh…yeah Aunt May what happened was I met this girl who goes by the name of Black Cat right…and we started kissing and then….then…we…' _he started to think before he felt someone put a hand on his shoulder.

* * *

He turned to see Gwen Stacy standing behind him. He looked at her and for the first time in a while he didn't feel any apprehension, hesitation, or guilt when looking at her. He only felt…relieved…..so very relieved. He took a deep breath.

"Hello Gwen" he said his smile still on his face, "How are you on this very beautiful day?" he asked cheerfully.

"Hi...I'm…..fine." she replied giving him a look, "Are you okay?" she asked.

"Never better Gwendolyn never better."

"Yeah…..I've been looking for you all day."

"Well you found me what's up?" he asked.

"I thought about what you said and I don't care….I'm going to confront Harry about his drugs." She said strongly.

Peter stopped walking and the smile that was plastered on his face quickly dropped and he put a hand to his face.

"Gwen that's the complete opposite of what I said to do." He said strongly.

"Well I don't take order from you Peter."

"I wasn't an order…it was a cautionary suggestion" he responded.

She tilted her head to the side and narrowed her eyes.

"I can take care of myself" she said.

Peter hung his head and he muttered a few curses under his breath. Gwen folded her arms across her chest and she narrowed her eyes a bit. She looked to the left and to the right and then back at him.

"Where's you're new girlfriend?" she asked innocently.

Peter raised his head.

"What?"

"Not that I care but your new girlfriend….you know the girl that you were tongue wrestling with yesterday."

"Girlfriend? Oh you mean Lana…she's…..she's…."

* * *

_**Flashback- Yesterday**_

"_So you're still looking forward to our date tonight." Lana asked  
_

"_Wouldn't miss it"_

* * *

_**Penthouse **_

"_I hope you don't have plans tonight." Black Cat whispered.  
_

* * *

**Present**

"She's….OH NO!" Peter shouted catching Gwen by surprise "Lana….the date!" he groaned putting both his hands to his face.

"So the two of you had a date?"

"Yes" he groaned.

"And I'm guessing from your reaction you missed a planned date" Gwen surmised "That sounds familiar." She added under her breath with a smirk.

Peter took his hands away from his face and he gave her a look.

"What?" she said.

Peter pursed his lips together

"Look….Gwen, just….just…..wait for me okay. Don't do anything without me there with you okay….please." He said.

Gwen looked at him with a curious eye while shifting in her spot.

"Peter what did Harry do to make him so dangerous" she asked.

Peter thought about the question for a minute, his mind ran over his _'encounters'_ with Harry and he knew that he couldn't tell her the truth. He released a sigh and rubbed the back of his neck.

"Its not so much as to what he did it's just….it's never a good idea to confront someone with this type of thing okay. Obviously he's been keeping it a secret and when you bring someone's secret to light without them coming to you first…willingly….you're really not likely to get a good response."

**BRRRRRRNNNNNNNNNGGG!** Went the sound of the late bell.

"Gwen I'll catch up with you later alright and please…please for me just think about what I said okay"

Peter turned and he briskly made his way down the hall, leaving Gwen there in the middle of the hallway.

* * *

**Down the Hall**

Peter walked away from Gwen and down the hall. His mind was on the conversation but it was more focused on the fact that he blew off his date with Lana yesterday night.

'_Stupid…Idiot….damn Cats. I have to find Lana but….wait a minute…I don't know any of her classes or where she is…..but even I do find her how do I explain the reason for me not showing up was because I was with someone else. I don't know I'll wing it; I just have to find her, but how. Oh! The front office'_ he thought.

* * *

**Later- 2:00- Elsewhere: Hell's Kitchen**

Daredevil jumped and kicked a thug wearing a black and red jacket in the face. The Man without fear landed and threw one of his escrima sticks at another thug. After making short work of Jigsaw and his band of cronies Daredevil questioned him thoroughly but the only thing he kept saying was that things have changed. The Scarlet clad warrior left him for the cops but right as he was leaving he ran into a group of criminals beating on an elderly couple, he made short work of them also and not long after that her ran into another group of thugs who called themselves the Blackhearts, but they were a familiar gang. The Blackhearts were a street gang that has been absent from Hell's Kitchen for a while, Daredevil remembered then from when he first started out as a vigilante but when the Kingpin grabbed New York he made sure to dispose of the Blackhearts, especially after they refused to bow to his whims.

Daredevil kicked another blackheart in the chest and then grabbed another by the shirt and brought him in for a headbutt.

'_Where the hell did these guys come from'_ he thought to himself as he lifted and tossed the limp thug into another thug that he heard creeping up behind him.

* * *

**Harlem- 2:15**

A battle worn Luke and Danny, stood back to back as they faced the numerous Asian thugs. One of the men came in with a knife and stabbed at Luke who took the blow and smirked as the knife snapped in half. He raised his fist and delivered a devastating blow to the thug's jaw.

"These are Zhou Cheng's men…what are these guys doing here Danny?" Luke asked "I thought you said you took care of things with him."

Danny blocked a round house kick and he responded with a sweep that took his attacker off of his feet. The martial arts master bent down and delivered a solid blow to the sternum.

"I did" he responded with growl "I did take care of things…..but I didn't think he'd go against the Kingpin to get to me…..at least not until he had an army of his own."

"Do you think he's found his army?" Luke asked delivering another punch to another thug.

"No, no way he found an army that size that fast….he's testing us. Keep your eyes peeled, Zhou Cheng is sneaky he might be hiding somewhere nearby."

Luke nodded his head.

"First Man-Mountain Marko stomps a mud-hole in our ass and now Zhou Cheng wants a piece…what's next."

"Don't say that Luke, because with the way our luck is going there's no telling what's around the corner."

* * *

**Upper East Side- 2:30**

Misty Knight took a knee to the jaw which took her to the ground; her opponent was a relatively new villain on the streets but had a bloodthirsty reputation of being overly violent. The villain in question was a woman that went by the name of **Grindhouse**. She was 5'9, slim with long purple dyed hair. She had piercing all over her face; her nose, her lips, her cheeks, tongues, and ears. Grindhouse could be a handful and had been giving Misty and Colleen more trouble than they gave her credit for especially in the past.

* * *

Colleen saw her friend go down and she rushed in with a kick but Grindhouse saw the movement and turned and blocked the attack with her knee. Colleen tried to throw a backfist but Grindhouse blocked that as well.

"Hmph….been practicing." Colleen commented disengaging.

"Extra hours with Bullseye…you remember him don't you?" Grindhouse replied stepping in and delivering a solid blow to Colleen's stomach knocking the wind out of her.

Misty stood up and was about to come at Grindhouse from behind with the pierced villain turned and threw a small blade that she had pulled from its holster. Misty saw the blade and she held up her right arm and the blade sunk into the golden appendage.

Misty grimaced a bit.

"Looks like that's not the only thing he's been teaching you" Misty growled.

"I was aiming for your heart bitch" said Grindhouse "I missed" she continued while narrowing her eyes and removing another blade, "Easily fixed" she finished.

**THOOOOOM!** Came a loud sound.

* * *

Misty, Colleen, and Grindhouse looked to see that the source of the sound was a young woman with pink hair, dressed in a blue and white outfit standing in a large crater.

"Put the knife down" the young woman demanded.

"WHO ARE YOU!" Grindhouse shouted.

"You can call me Jewel"

* * *

Jewel put a smile on her face as she said her name out loud.

'_Been at this superhero thing for a while and I never get tired of saying my name'_ she thought to herself.

Grindhouse raised an eyebrow and without warning she threw her blade at Jewel.

Jewel saw the blade coming and she stood and allowed the blade to hit her. The blade bounced off of her chest landed on the ground.

"Hmph…my turn" Jewel responded.

* * *

The young super heroine cocked her fist back and rushed forward; thanks to her speed she closed the distance and with a little bit of her super strength she delivered a hard shot to Grindhouse face knocking her out in a single blow.

* * *

She stood there over Grindhouse with a smile on her face; she turned to her left and right when she saw Misty and Colleen walk towards her.

"Are you ladies alright?" she asked "I saw you guys fighting when I was flying over head"

"We've endured worse" Colleen replied still looking at Grindhouse "Nice punch"

"Thanks."

"Jewel" Misty started "I've heard of you"

"You have" Jewel responded quickly, shocked that someone had actually heard of her.

"Yeah, I heard you mostly patrol Greenwich Village and West Village…what are you doing here on the east-side?" Misty asked.

Jewel turned to her.

"Would you believe me if I said that I just finished teaming up with some of the Avengers?"

* * *

**Brooklyn- 2:45pm**

**SLAM! **Went the sound of a body hitting the hood of a police car.

"YOU HAVE THE RIGHT TO REMAIN SILENT!" Detective Jean DeWolff shouted into the ear of the criminal as she slapped the handcuffs on him. After dealing with the Hawks bank robbery, they got another call about a minor gang holding people hostage in a botched diamond heist. It had taken about an hour and a half but the Brooklyn PD had finally managed to infiltrate and take care of the situation.

Jean finished saying the Miranda rights and she hoisted the suspect up and led him to the backseat of a squad car.

"DEWOLFF!" came a shout.

"What?" she responded not looking.

"WE GOT ANOTHER ROBBERY IN PROGRESS! CAPTIAN IS CALLING ALL UNITS!"

"Jesus…has all the criminals gone crazy today!" she exclaimed before running to her car and getting inside and throwing on the lights.

* * *

**Front Office- 2:50pm**

Peter entered the school front office and he approached the desk where the plump and smiling office attendee turned to him.

"Hello, young man…shouldn't you be in class?" she asked innocently.

"I was on my way when I remembered that I'm supposed to be tutoring one of the students today but I don't know what class she's in and I was hoping you could help me."

"You're a tutor" the plump woman asked.

"You could say that" Peter responded.

"What's the student's name?"

"Lana Baumgartner"

The plump woman's fingers danced across the keyboard in front of her until a beep was heard.

"Okay here we go…oh…she's not in school today. She did not show up to her first three classes and so she has been marked absent."

'_Damn'_ He thought. He took a second to mull the information over in his mind and that's when an idea sprung into his head.

"That's too bad…she really needed some help in her English. I don't suppose you could tell me her address?" he asked carefully.

The plump woman looked at him with a raised eyebrow.

"You know I can't do that."

"Please….you have too. I promised her that I would help her bring her English grade up and as her tutor it's my duty to keep my word. I told her we would practice everyday, but between you and me I think my dedication might have scared her off."

She chuckled.

"I know how that goes…I used to be a tutor myself back in the day. I remember I had to chase down a few of my classmates who tried to miss their tutoring sessions…but I found them. I found them."

"Can you please help me find mine then?" Peter responded.

* * *

The Plump woman pursed her lips together before letting a smile grace her lips; she leaned over and grabbed a pink sticky note and then a pen.

"Thank you" he said.

* * *

The plump woman smiled and handed Peter the sticky note, she watched as he smiled and then quickly exited the office.

"You did good Ethel….you did good."

As the front office door closed it opened again a man in plain clothes with his hands tucked into his blue jacket entered the office.

* * *

"How may I help you today sir?"

"Is…..Principle Coulson in his office?" the man asked.

"Yes, he's in his office but I'm afraid if you don't have an appointmen…." Ethel started but the man in front of her lunged forward and hit her in the head with a small wooden billy club. He hit her hard enough to knock her out; he carefully caught her head and gently laid it down on the desk. He turned and looked through the glass windows but he didn't see anyone looking because all of the students and teachers were in class. He pursed his lips together and he eyed the office door that had Principle plastered across the middle.

* * *

**Midtown Roof**

'_Cutting class a bit early…but I don't think anyone will notice. I've waited long enough I gotta find Lana and explain.'_ Spider-Man thought to himself as he adjusted the mask over his face and the bookbag on his back before he jumped from the roof shot a web and swung with the intentions of heading to Lana's address.

* * *

**Front Office**

The man, **Davis Harmon**, sucked in a breath and he took his left hand out of his jacket to reveal a small .38 revolver. He looked around one more time before walking towards the door and knocking.

* * *

**Principle's Office**

Agent Phil Coulson stood in front of the shimmering blue image of his boss Colonel Nick Fury.

"How goes the search Coulson?"

"Sir, the canvas is too large; there are too many students and too many possibilities, but I think I might have an idea on how we could potentially narrow down the list and find…"

**KNOCK! KNOCK!**

Agent Coulson turned to the door.

"Ethel I said I'm taking an early lunch."

**KNOCK! KNOCK!**

Agent Coulson hung his head and looked at Colonel Fury.

"I'll call you back in 5 seconds sir…my receptionist is new" he replied before cutting the transmission.

* * *

Agent Coulson adjusted his suit and he put on his Principle persona. He smiled and walked towards the door, grasping the handle and turned it to the right.

"Ethel I'm on my…"

Principle Coulson stopped in mid-sentence when he opened the door only to see a gun pointed at him.

"GOBLIN SAYS HI!"

**POW!**

* * *

**In the Air**

Spider-Man swung through the air in the direction of Lana's address. He swung at a brisk pace but all the while he was swinging he was thinking about what he was going to say to her, how he was going to explain why he missed their date. The wall-crawler was swinging past when his spider sense started buzzing.

He looked down in time to see an explosion rock a small store.

"WHOA!" he shouted.

* * *

**Down Below **

"YEAH!" came a loud shout from a man with a loud orange spiked Mohawk.

Spider-Man landed on the ground and he eyed the large group of hawks before him and the unlit molotov cocktail's in their hands.

"HEY!"

* * *

The Hawks turned to him.

"IT'S THE BUG!"

"LIT HIM UP!" one of the Hawks shouted.

'_I don't have time for this….I'll take care of these idiots and then I'm gonna head to Lana's'_ he thought while jumping forward and engaging the Hawks.

* * *

**Precinct- 3:05pm**

**RING! RING! RING! RING! RING! **Went the sound of dozens of telephones ringing throughout the precinct. Lieutenant Lee looked at everyone that was moving about the squad room and then her eyes settled on the Captain's Office.

* * *

**Captain's Office**

Lieutenant Lee busted in the room, just as Captain Stacy put his office phone down.

"George we got calls up the ass with no signs of slowing down."

"I know Terri I know." He responded in a tired tone, "I just got off the phone with Chief of Police…apparently there is a city wide increase in criminal activity."

"What?"

"Yeah…every criminal and their mother woke up this morning and decided to go out on a crime spree. Cops everywhere are spread thin. We've got multiple thefts, assault and battery, bank robberies, fires…you name it. The Chief thinks that it's the costumes fault"

"Why?" she asked

"Multiple Costume sightings across town"

"Spider-Man's already in the thick of it of course."

"Surprisingly no…he hasn't been spotted yet but if things keep going the way they are it's only a matter of time."

* * *

**Brooklyn- 3:10pm**

Spider-Man landed in an alley that was across the street from an apartment building. He eyed the building for a minute before taking off his book-bag and opening it revealing his street clothes. He quickly took out his shirt and put in on over his costume and then took off his mask.

* * *

**Seconds Later**

Peter adjusted the bookbag on his back and he crossed the street and made his way towards the apartment building. He jogged up the steps and he went towards the buzzers, where he searched the names until he saw Lana's last name and apartment number.

He raised his hand to buzz the button when the front door opened and a woman in a workout clothes with earbuds in her ears stepped out.

Peter watched her jog down the steps and he caught the open door before it closed. He glanced at the apartment number again and he slipped inside the building.

* * *

**Hallway- Apartment 5C-  
**

Peter stood at the door; he stood there for a long minute just gathering his thought on what he was going to say and just like earlier he drew blank. He released a sigh and considered leaving but something told him to stay and so he sucked in a breath, gathering his courage he knocked on the door.

* * *

Peter listened and he could hear voices on the other side of the door. He raised his hand and he knocked on the door again. He heard the voices again and he definitely heard Lana's voice.

'_So she is home'_ he thought while raising his hand and knocking again.

"Lana….Lana it's me." He said carefully, "Lana….I came to…please open the door. I'm not leaving until you…." He started.

**CLICK! CLANK!** Came the sound of the locks on the door coming undone. Peter waited with anticipation and as the door opened he was greeted by a red eyed Lana. Her eyes were red and stained with tears and her cheeks were stained with runny black eyeliner. Upon seeing her saddened state Peter instantly felt guilty.

"Oh My God Lana….I'm….I'm so sorry…I…" Peter started before his spider-sense went off urgently, '_SPIDER-SENSE! DANGER!'_

"Peter you shouldn't be here" she said quickly before glancing to her left "..…GET OUT OF HERE NOW!" She managed to yell before she was pushed to the side and the door opened wide.

Peter's eyes widen in terror because he now knew the reason for his spider-sense going off. In the door way was Morris Bench aka **Hydro-Man**.

* * *

"HYDRO-MAN!" Peter shouted.

"I see you remember me…good, because I remember you and there's no fire extinguisher anywhere in here, I made sure of that" he said darkly.

Peter took a step but Hydro-Man noticed it and made his right arm turn to a column of water. He thrusted his arm forward and the column of water turned into a giant hand that snagged Peter by the chest, wrapping around him tightly. Hydro-Man then effortlessly lifted him up.

"Where ya going Peter…the after party is just getting started. GET IN HERE!" he shouted yanking his arm back and pulling Peter into the apartment, and once he was inside Hydro-Man used his free hand to slam the door behind him.

* * *

**End Chapter: Read and Review:**** Hello all, it's me Nomad88 back again with the closing comments. First and Foremost as always a HUGE and MONUMENTOUS THANK YOU! Goes out to everyone, to all of you Awesome readers and reviewers, 900 reviews! 900+ REVIEWS! That's insane. I know you readers can't see or tell but I just yelled that out loud, I mean there is no other way to say that without yelling it at the top of your lungs 900 REVIEWS! Seriously though thank you, when I started this story I didn't imagine that it would be this big of a hit. I didn't imagine that it would garner this big of an interest or a reader base. I mean I had hoped that it would but to be here at and at that point I have to say that the feeling is Spectacular…..Sensational….and just downright Amazing. See what I did there LOL! I can't say thank you enough my loyal readers, my biggest hope is that you all stick with the story and continue to read and review and here's to another 900 right LOL! I hope you all enjoyed the chapter, and I must say that I'm surprised at all of the support for Lana and Peter than Spider-Man and Black Cat. LOL! Many of you were hoping for that date and I kinda just shattered that LOL! But not to worry they'll spend some time together next chapter…how many of you were surprised by the ending there. How many of you were expecting Hydro-Man to show up again, I told you he would be back. Next, how did you all enjoy the cameos of the street level heroes. I was thinking about adding more but I think I'm going to stick with these core street level people, plus there is another street level costume that has yet to make an appearance but that's coming either next chapter or the chapter after. Anyway Daredevil, Luke and Danny, Misty, Colleen, and Jewel will be back as they each battle old and new foes while Anarchy still reigns the streets. Oh, before I forget what about Agent Coulson…yes that happened I'm evil I know hahaha! Again I hope everyone enjoyed the chapter and enjoyed it enough to return for the next exciting chapter. As always please continue to read and continue to review. If any of you have any questions, comments, rants, or raves feel free to leave it in the review or hit me up with a PM and I'll get back to you ASAP. This is Nomad88 saying Later…**

**Ps: A new chapter to my Star Wars story is up, ready to be read and reviewed and Secret Warrior Spider-Man should be coming as well as a Batman Beyond chapter. So please keep checking my profile for any new updates. This is me saying later….**

**Next up: Hydro-Man! **

* * *

**Summary: The much anticipated showdown between Spider-Man and Hydro-Man commences. Anarchy continues as the NYPD and the Street Level heroes try to adjust. Plus more Black Cat, More Harold, and more twists and turns. BE THERE! **


	87. Hydro-Man!

**Disclaimer: I DO NOT in any form or fashion OWN these CHARACTERS. I repeat I DO NOT OWN CHARACTERS, in fact the people who do own these characters deserve all of the Credit and those people are: STAN LEE, MARVEL, and of course DISNEY! They own everything I don't so knowing that I also want you to know that I'm not making any money off of this story. NO MONEY IS BEING MADE OR HANDED TO ME that I can assure you, so please don't sue me….again PLEASE DO NOT SUE ME! I have no money….none whatsoever…okay. Now that that is out of the way let's move on to the story.**

**Hey all and welcome back to another exciting chapter in the Amazing Spider-Man universe. I hope everyone enjoyed the last chapter which ended on a tense cliffhanger. Peter unknowingly stumbled upon Hydro-Man. A foe he's been 'chasing' or looking for a while. Also last chap saw the intro or return of the street level heroes: Daredevil, Luke Cage and Danny Rand, Misty Knight and Colleen Wing, and Jewel…with a special appearance by Wolverine. You can expect that trend to continue as complete and total Anarchy grips the streets courtesy of Vanessa Fisk. I think I've don enough talking for now but before I go I would just like to say one last thing….please Read, REVIEW( A writer's main source of motivation) and of course ENJOY!**

* * *

**Chapter 78: Hydro-Man!**

**Yesterday Night- 9:30- Brooklyn **

Lana entered her apartment that she shared with her foster parents. She gripped the door tightly and she made sure to slam it shut.

**SLAM!**

Lana's Foster Parents, Barbara and Ethan Habina, looked up from the television and at their foster daughter who was leaning against the door with her arms folded across her chest and a scowl across her face.

"Sweet pea?" Ethan started "What's wrong?"

Lana turned to him and pouted for a minute.

"MEN!" she shouted before storming off and towards her room that was down the hall.

Barbara and Ethan looked at each other for a second before turning back to their television set.

"Teenagers" they grumbled to themselves.

* * *

**Lana's Room**

Lana burst into her very messy bedroom and she slammed the door shut. She kicked a pile of clothes and let out a few curses but her tirade was cut off by her bathroom door opening and a half dressed Tabitha Smith dancing out. She had her headsets on with the volume turned up to the maximum.

Lana stared at her best friend for a long minute just shaking her head as she danced across the floor.

"PARTY IN THE USA!" Tabitha sang out loud.

Lana covered her eyes and stormed up to her and took the earplugs out of her ears. Tabitha whipped around and she looked at Lana.

"Hey" Tabitha greeted cheerily.

Lana snatched the ipod out of her hands and took the earbuds out of the socket and tossed them onto her bed. Tabitha smirked and shifted in her spot.

"What's the problem?" Tabitha asked innocently.

"There is a firm Miley Cyrus ban in this home" Lana stated sternly which only earned a laugh from Tabitha. The free spirited girl moved away from her best friend and towards the single bed that was on the far side of the room. She plopped down on the mattress and released a sigh.

"Where have you been since this morning?" Tabitha asked.

"I went to our new school" she responded.

"And?" Tabitha asked carefully looking at her.

"And nothing…we're….in clear nobody knows that it was us that accidentally blew up the school."

"That's a relief….that's a huge weight off of our shoulders, but even if someone did know that it was us…I'm sure if we explained that it wasn't really our fault"

"They wouldn't believe you or care." Lana replied, "Today I ran into another mutant…her name is Sarah and she was getting picked on in the restroom by these stupid b****, and one of them said that she is holding Sarah responsible for blowing up the school because she's a mutant"

"That's….stupid, that's soo incredibly STUPID!" Tabitha shouted "Did you kick their asses?"

"Didn't have to once I told them I was a mutant too, they backed down" Lana replied

Tabitha pursed her lips together and she looked to the side and out of the window.

"Are you going back?" she asked.

"To what?"

"The new school?"

"Maybe not tomorrow but in general…yeah we have to I…." she started before being interrupted.

"No we don't" said Tabitha turning back to her, "We don't have to go back to that school or any school….what can they teach us. Can they teach us how to be mutant or live in a place that hates our guts?"

"We don't tell them…we…we just blend in" Lana offered.

"How…you already told some girls you're a mutant and that Sarah girl…if she gets picked on again can you honestly say you'll stand on the side lines and watch."

Lana threw up her hands and she began to pace the floor.

"So what, we quit school and do what and go where?"

Tabitha stood up from her spot on the bed.

"While you've been gone I've been thinking and I'm gonna take that guy up on his offer." She answered.

"Guy?" Lana questioned before realization hit her "Not the crazy hat guy…what's his name…uh…uh, oh yeah **Mr. M**."

Tabitha folded her arms across her chest.

"Yeah him."

"Tabby you can't be seriously thinking about going to that guy's place."

"And why not…it's time for us to be with our own kind anyway, what you and that girl Sarah went through today is proof of that. And I kinda like the sound of a place just for us….what did he call it…**Mutant Town**."

"I get what you're saying Tabby but that guy just gives me the creeps…just like Morrie gave me the creeps."

Tabitha's face contorted into a scowl at the mention of Morrie.

"God, how long are going to keep throwing that in my face. I made one bad decision alright."

"I'll keep bringing it up until you learn from your mistakes Tabby. I mean look you're living at my house because of that one bad decision and now you're about to make another one by running to some guy who has a place called Mutant Town."

"Whatever" Tabitha replied flippantly, "So I make mistakes…it's called living Lana…you should try it some time instead of being a sheltered little BORE!"

Lana gritted her teeth and was about to respond but she stopped herself and then swiftly turned and stormed towards her bathroom.

"SCREW YOU TABITHA!" she shouted before slamming the door shut.

* * *

Tabitha stared at the closed door for a long minute with a confused look before slowly walking towards it and knocking on it lightly.

"Hey….Hey what's wrong with you?" she asked in a concerned voice.

"…"

"Come on Lana, don't be like that…I-I didn't mean what I said. It's just, you know that Morrie is a sore spot and I hate it when you bring it up and…."

"I GOT STOOD UP!" Lana shouted through the door.

"Huh"

"…..I got stood up" she said after a second.

"You had a date tonight…with who?"

"Peter. The guy from the restaurant we used to work at."

Tabitha scrunched her face up for a second before realization hit.

"Oh….the cute geek, I remember him."

"He's not a geek."

"But he is cute, but I guess he's also an idiot now. So he stood you up." Tabitha asked.

The door to the bathroom opened.

"Yeah, but I think I might know why" she responded.

"Why?"

"He asked me out but he said he had something to do after school so either it ran over…..or"

"Or what?"

"Or he stood me up because I told him I was a mutant"

Tabitha shook her head and turned away form Lana.

"There's your answer right there Lana. Why would you do something so stupid like that?"

"To prove that they are not all the same"

"Congratulations" Tabitha responded.

"I don't know if that's the real reason Tabby."

"Trust me girl…it is. Open your eyes Lana, it's a new world out there and in the new world you're either a Mutant or….or you're just like everyone else. There is no mingling of the species, and there is no in-between, the quicker you learn that the better off you'll be and you won't get stood up."

"You're wrong Tabitha…you're so F****** wrong!" she exclaimed.

Tabitha turned and she slowly made her way over to Lana, she stood before her looking down slightly because she was a bit taller. The blonde beauty put a slight smile on her face and leaned a little closer.

"If I'm so wrong Lana….how come you're not on your date."

"…."

"Exactly"

Tabitha turned and she went towards the bed where she plopped down comfortably, she grabbed her ear-buds put them in her ears and then her ipod and she turned her music up loud. Lana stared at her best friend and she couldn't help but shake her head, but after a minute she let out a sigh and turned and went towards the bathroom making sure to slam it loudly again.

* * *

**Next Day- Afternoon- 12:30 pm**

Lana cracked open her eyes and she quickly raised her hand to block the partial sunlight that was shinning in her eyes. She glanced up to her night stand and she looked at the clock but attached to the clock was a letter. Lana leaned over and grabbed the note off the clock and she quickly opened the letter.

* * *

**Letter:**

_I'm gone. You'll know where to find me once you realize where you stand. _

_Boom Boom_

* * *

Lana crumpled the letter into a ball and she threw it across the room. She looked around to see that most of Tabitha's stuff that had been scattered across the room was gone. The blue haired teen, reached towards her nightstand again and she opened the second drawer and she pulled out a pack of cigarettes and a lighter. Lana took out a single cigarette put it in her mouth and lit it. The blue haired girl took a long drag and she blew out the smoke, savoring the calm feeling the nicotine instilled in her, a stark contrast to the rollcoaster of emotions she felt. She fell back on her bed and she took another drag from the cigarette and blew out the smoke.

"Damn you Tabitha. DAMN YOU!"

* * *

**Kitchen**

"DAMN YOU!" Lana's voice echoed.

Barbara and Ethan Habina glanced from their meals at the kitchen counter top and towards the direction of their daughter's room.

"Uh Oh…I think she's upset about something." Said Ethan.

"What was your first clue Ethan?" Barbara replied sarcastically "I swear, there is something going on with her and I want to know what it is but she's just not talking. And I think I'm reaching the end of my rope. I don't know what to do with her either…she won't talk to us…she won't talk to her school's counselor and she won't talk to a therapist. And I know that blonde hair little girl that sauntered out of here earlier this morning is a bad influence on her."

"Barbara, what our little girl is going through is normal. She's at that age…where we are the enemies, and we know less than nothing about what she's going through. We should give her time and space…she'll come to us when she's ready."

"Whatever" Barbara retorted, "So what story did she tell you for you to let her stay home this time."

"She's not feeling well"

"For the 20th time huh?" Barbara replied

Ethan could only shake his head.

* * *

**Across town- Hardy Penthouse: 1:00 pm**

Felicia Hardy wiped the steam away from the mirror and she stared at her reflection in the glass. She let her eyes roam over her features and her eyes zeroed in on the large smile that was still plastered on her face. A true smile that only meant one thing...that she was happy, and there was only one reason that stood out to her for her current state of happiness.

"Naughty little Spider..." She chuckled to herself as her mind drifted to Spider-Man.

Felicia's smile grew as she thought about him and the time they had spent together last night but she chuckled to herself again as her mind went from that and to just a few hours ago when he and her were making their getaway from the penthouse, there was a moment that had happened that stuck in her mind.

* * *

Felicia remembered when they had leapt from the building and plummeted towards the ground. She remembered how there was a second…a split second where she looked at him while he was falling by her side, wind ruffling his costume and her hair whipping wildly by the same wind, she looked at him and time stopped. It stopped at the height of her adrenaline pumping through her veins, and at the height of her body being lit with excitement like a Christmas tree on Christmas Eve. The only other time she had felt like she did a few hours ago was when she first took the leap off a building. She had been twelve years old and it was against her father's wishes but she dove off anyway and she vividly remembered that feeling…..the feeling of pure and absolute Freedom.

Felicia sucked in a slow breath and she focused on that feeling with him; even when her Father was with her she never experienced a feeling like the one she had with Spider-Man and that made her…..curious.

"Spider-Man" she whispered with a smile while leaning forward. As Felicia leaned forward she placed her had on the marble counter in front of her and that's when she felt the pearls dig into her hand. She looked at the pearls and how they sparkled. When she had stolen them she had told Spider-Man that she had liked them but that was only half of the true reason she took them.

Felicia picked up the pearls and she closed one eye and then inspected them very very closely.

"That crusty old lady said that these are 30,000 dollar pearls. I bet I can up the price to about 70,000 but I bet the guy I fence this to will try to talk me down to at least 60 or 55,000 which is still a profit." She whispered to herself putting the pearls down. While her father was in the hospital she knew that it fell onto her shoulders to take care of the people trying to steal their company and it also fell onto her shoulders to keep the family afloat financially. She didn't know how far in the red the family was but it didn't matter she'd keep stealing until she knew that they had enough to survive on. Felicia released a sigh and tilted her head up to the ceiling.

"Happy time is over I guess. You had a good night Felicia but now it's time to get down to business. And the first order of business is to find a place to fence this necklace." She finished while looking down at the sparkling pearl necklace.

* * *

**Later- Hell's Kitchen 2:20pm**

Daredevil perched himself on the edge of a building that had an incredible view of Hell's Kitchen. It was a spot that he often visited because it was situated in such a way that if he concentrated hard enough if he pushed himself he could hear almost all of Hell's kitchen. The scarlet clad vigilante focused intently and he stretched far and wide with his enhanced senses. It only took him a few seconds before he was in tune with his city. He could hear everything but he zeroed in on all of the police dispatches. He could hear that there were several robberies going on in the immediate area that he would tend to but as he was listening to the dispatches a conversation between two officers caught his attention. He could hear them talking about how there have been several high profile incidents across the city. A police precinct in Midtown was attacked…explosions rocked the Upper East Side and that a black woman with an afro and an Asian woman with a sword were in the middle of the action.

"Misty and Colleen" Daredevil whispered.

He continued to listen and he heard there was a brawl going on in Harlem and that Man-Mountain Marko was spotted.

"Man Mountain Marko…Big Brawl…no way Luke and Danny aren't involved in that…..there is something going on. First I get attacked by Jigsaw and…." He started before his hearing picked up on the sound of a motorcycle and a loud flap of the wind.

* * *

Daredevil gasped and turned to the right and narrowly avoiding a playing card that was aimed for his neck. Daredevil looked up to _'see'_ an outline of Bullseye on a motorcycle.

"BLIND BASTARD!" came Bullseye's voice. Daredevil dove to the out of the way just as the motorcycle came down.

**VROOOOOOOOOOOOOOOM! SCREEEEEEEECH!** Went the sound of the motorcycle coming to a halt on the roof. Bullseye looked at Daredevil and he let a smirk grace his lips.

"Doing your little eavesdropping thing eh."

"…."

"Heh. Time for listening is over…..time fighting is now." he stated right before throwing five more playing cards.

Daredevil grabbed his escrima sticks and held them at the ready.

* * *

**Elsewhere- **

A haggard looking Wolverine walked down the street puffing on his cigar. The clothes that hung from his body were riddled with holes and slashes but he wasn't bothered by it in the slightest nor was he bothered by looks people threw at him because of his appearance.

After dealing with the first couple of thugs that tried to rob one of the better bars he's visited in a while several more attempts were made and he stuck around and dealt with each of them saving the life of the bartender in the process each time and because of that act it had earned him free beers for life. The Canadian Mutant heaved a breath and he turned a corner and walked past a grocery bodega but right as reached the middle, the glass to his left shattered and he caught a slug to the head.

"OooF!" he grunted when he felt the impact but the bullet ricochet off his metal skull.

He grumbled to himself and he turned to see a crook wildly shooting his weapon at the store clerk who was firing buck shots of his own at the crook who was hiding behind a frosty machine.

**KAPOWWW!** Went the sound of a shotgun

* * *

Wolverine boredly looked at the situation and was about to be on his way when he caught sight of a mother and her son huddled on the ground. He looked at them and he could smell the fear rolling off of them. He shifted the cigar in his mouth but then another stray bullet let out and it hit his cigar and knocked it out of his mouth and to the ground.

He glanced down and his ruined cigar and he let a growl escape his lips followed by his claws popping from the back of his hands.

**SKINT! SKINT! **

* * *

Wolverine entered the bodega and he swiftly walked towards the clerk who caught sight of him out of the corner of his eyes. He turned to Wolverine but the Canadian was much faster. He closed the distance and he sliced the shotgun in half with his claws.

**POW! POW! **

Wolverine turned to the crook and he started for him.

The crook saw Wolverine coming and he held his gun up and shot at him

**POW! POW! POW!** Every shot that came out hit their mark but Wolverine didn't go down he kept coming and coming until he reached the crook; with a flash of his wrist Wolverine sliced the gun in half along with the crooks trigger finger.

"GAHHHHHHHH!" the crook yelled in agony before Wolverine grabbed him and pulled him in for a hard metal headbutt that knocked him out upon impact.

"That was my last cigar punk" he stated before tossing him away.

He heaved in a breath and turned around and glanced at the mother and child who stared back at him.

**WHOOO! WHOO!** Wolverine's attention was drawn from them and to the cop cars that had pulled up out front. The short Canadian backed up a few steps and he turned towards the small hallway that led to a back-door that read exit.

* * *

**Midtown High- 2:55- Principle's Office**

"ERGH!" grunted Principle Coulson as he hit the ground clutching his bleeding belly that had a .38 slug inside of it. His face grimaced in agony and his vision blurred so badly that he barely registered the man that shot him was rummaging through is pockets for his money.

Davis grabbed Coulson's wallet and he opened and retrieved the bills inside before he ran towards the window and opened it. He took one last look at Principle Coulson before he stepped out the window and ran away.

Coulson gritted his teeth and through sheer willpower he managed to roll himself over onto his profusely bleeding belly. It was painful but he was a solider and he pushed through the pain and began to crawl towards his desk. He reached a bloody hand to the edge of his desk and he pulled himself up a little. Coulson muttered a few curses before reaching towards the center of the desk and the silver circular object laying in the middle. He reached and reached and finally he managed to grab the device. Once it was in his hand he collapsed onto the ground.

"C-C-Call….B-Base…" he groaned out.

The circular object hummed and then a blue image of Colonel Nick Fury pulled up.

"Coul…" The Colonel started before seeing him on the ground "PHIL! WHAT HAPPENED!?"

"Shot…..G-Gob..lin….." he managed to get out before he passed out.

"Hold on Coulson I'm sending out an emergency signal in your area. Paramedics and police should be there soon and I'll get an extraction team to you immediately"

* * *

**Midtown- Police Precinct- Few minutes later**

"So what do you think is going on?" Lieutenant Lee asked

"I don't know" Captain Stacy responded with a hand to his chin.

"Do you think it's another Gang War?"

"God I hope not…we haven't exactly gotten over the last one. This doesn't feel like a Gang War…this is something else….this feels a bit more sinister than the Gang War"

Captain Stacy and Lieutenant Lee were startled out of their conversation by an officer bursting through the door.

"CAPTAIN!"

"What is it!?" he asked frantically.

"Sir we just got a call about a shooting at Midtown High School!"

"OH MY GOD!" Captain Stacy shouted shooting up from his seat and running around the desk, "LET'S GO TERRI!" he yelled over his shoulder and he ran out of the room with the thoughts of his daughter Gwen on his mind.

* * *

**Brooklyn- Lana's Apartment- Living room- 2:55pm**

The faucet to the kitchen sink in the medium sized apartment was still and dry but as the seconds ticked by the innocent faucet began to shake ever so lightly. The faucet shook and shook until it started to suddenly leak drops of water into the sink. The leaky drops started out skinny and small but soon they grew bigger and bigger until they quickly went from skinny to fat heavy drops.

The dripping water formed into a pool in the bottom of the sink and even though the drops hit the drain they didn't go down.

* * *

From the pool of water a hand composed of water began rise. The hand rose up until it was just over the edge of the sink; the hand opened and on each of the finger tips an eye made of water formed on the digits and zeroed in on the empty kitchen. The eyes receded back into the hand of water and the hand moved across the ever growing pool of water until it reached the faucet handle. The hand made of water gripped the handle and slowly turned it to the left, opening, the faucet and allowing a thin flowing column of water to flow through the faucet and fill the sink.

* * *

Hydro-Man stood within the kitchen and he carefully looked around the modest apartment. He saw the cabinets and he quickly and quietly began to look through them searching each of them for some type of fire extinguisher. When he didn't see one in the cabinet he saw a pantry over by what looked like a hallway that led further into the apartment. He scoffed a bit and turned his legs to water and slithered over to the pantry where he turned his legs back to normal and opened the pantry only to see more cans food.

**RING!** Went the sound of the phone.

Hydro-Man turned his head all the way around to see the phone that was mounted on the kitchen. He scrunched his face.

"DON'T WORRY I GOT IT!"

Hydro-Man turned his head to the hallway just as Ethan stepped out of one of the rooms, but before the man could see him he turned himself to a puddle of water on the wooden floor.

* * *

Ethan walked down the hallway oblivious to the puddle of water and he turned towards the kitchen but before he reached the phone he saw a shadow form over him. Ethan turned just in time to reactive a large fist made of water to the stomach that crushed him against the wall with immense force. Ethan slid down the wall clutching his chest and gasping for air. Hydro-Man looked at him with slight satisfaction but he couldn't dwell on it because he heard the sound of footsteps and he also heard the sound of the door opening at the same time. The villain whipped around just in time to see Lana walking into the kitchen and Barbara walking in through the front door with a stack of mail in her hands. Both women looked up at him and their eyes widen.

"WHO THE HELL ARE YOU!" Barbara yelled seeing Hydro-Man in the kitchen but her question was soon answered by Lana.

"MORRIE!" she screamed in terror.

Hydro-Man formed into a wave of water slid over to her. Lana barely had time to register what had happened before he was in front of her, he growled and pushed her against the pantry door while forming his left hand into a spear made of water. He held it close to right eyeball and he turned to Barbara.

"Either you shut your mouth and close the door or I shove this thing into her brain and flood it with water, giving a new meaning to the phrase wet behind the ears." He said dangerously.

Barbara closed her mouth and she slowly closed the door.

"LOCK IT!" he shouted.

**CLICK!** Went the sound of the lock.

* * *

Hydro-Man turned back to Lana who was glaring daggers at him.

"Hi Lana"

"You're supposed to be dead" she growled back at him.

"An explosion" he scoffed "HA! I'm a little bit harder to kill, you on the other hand…not so much. There are soo many ways I could kill you right now. I could fill your stomach with water until you explode, I can make all the fluid in your body turn into little tiny pin needles…or I could…I could fill your lungs with water…like this."

Hydro-Man used his free hand to cover her nose and mouth while turning it to water, the watery appendage began to flood water inter her nostrils and mouth.

Lana's eyes widen in terror as she gagged and choked on the water.

"GET AWAY FROM MY DAUGHTER!" Barbara shouted running over.

* * *

Hydro-Man glanced to the left and made one of his legs turn to water; from the leg a trail of water made its way to the rushing Barbara. A fist from the water rose up and socked her in the jaw sending her flying back and crashing into the coffee table in the living room.

Lana began to fall and that's when Hydro-Man took his hand away from her mouth and let her fall to the ground.

"AHHHH!" Lana gagged as she vomited water all over the ground.

Hydro-Man gritted his teeth and turned his leg back to normal and then he crouched down.

"I could've killed you like that Lana, it would've been sooo easy."

"….ahh….ahh…..t-then…d-d-do it" she responded still gagging and gasping a bit.

"I will, but first I want to know where Tabitha is."

"A…long way, away from you Psycho" Lana replied defiantly

Hydro-Man enlarged his fist and then slammed it down in the spot next to Lana scarring her.

"That's strike one….you really don't want to see what happens at strike three."

"GAAAAAH!" came a loud and painful gasp.

* * *

Hydro-Man and Lana looked to see her adoptive father Ethan gasping for air. Hydro-Man shook his head.

"Uh-Oh, I crushed his ribs, and I think one or all of his ribs might've punctured his lungs."

"BASTARD!" she shouted

Hydro-Man grabbed her with his enlarged hand and picked her up.

"WHERE IS TABITHA!?"

**KNOCK! KNOCK! **

* * *

"Who is that?" Hydro-Man asked in a hushed whisper.

"F*** YOU!" Lana shouted tears rolling down her face as she glanced at Ethan and then at Barbara.

Hydro-Man huffed and with Lana in tow he walked towards the door.

"Barb…" Lana started.

"SHUT UP!" he snapped in another harsh whisper as he reached the door and looked through the peep-hole. He saw who was at the door and he narrowed his eyes for a second.

* * *

**KNOCK! KNOCK!**

"You look familiar" Hydro-Man said while setting Lana down "Whoever he is get rid of him before I do" he said seriously to her. Lana dried her face and she glared at him.

* * *

"Lana…..Lana it's me" came the voice through the door, "Lana….I came to…please open the door. I'm not leaving until you…." Peter started.

* * *

Lana hesitated for a second before she undid the locks on the door, while Hydro-Man kept looking through the peephole.

'_Where have I seen you be…that party' _Hydro-Man thought to himself

* * *

"Oh My God Lana….I'm….I'm so sorry…I…"

* * *

Hydro-Man's eyes widen as realization hit him like a ton of bricks.

"Peter you shouldn't be here" Lana said quickly before glancing to her left "…GET OUT OF HERE NOW!" She managed to yell before she was pushed to the side and the door opened wide.

Peter's eyes widen in terror because he now knew the reason for his spider-sense going off. In the door way was Morris Bench aka **Hydro-Man**.

"HYDRO-MAN!" Peter shouted.

"I see you remember me….good, because I remember you and there's no fire extinguisher anywhere in here, I made sure of that" he said darkly.

Peter took a step but Hydro-Man noticed it and made his right hand turned into a giant hand made of water. He thrusted his arm forward and snagged Peter by the chest, the water wrapped around him tightly. Hydro-Man then effortlessly lifted him up.

"Where ya going Peter….the party is just getting started. GET IN HERE!" he shouted yanking his arm back and pulling Peter into the apartment, and once he was inside Hydro-Man used his free hand to slam the door behind him.

* * *

Peter was thrown across the room where he hit the wall hard and fell to the ground, landing in a heap.

"Oooof..." he grunted before his spider-sense went off again but it was too slow in warning him. Hydro-Man had already drifted on a wave over and grabbed him again with a giant fist made of water.

"DO YOU HAVE ANY IDEA HOW MUCH YOU HURT ME THAT NIGHT!" he shouted in anger while shaking Peter.

"Uff…I'm..guessing a lot" Peter responded flippantly

"A F***** LOT YOU D***!" he shouted raising Peter high in the air, he extended his arm and rammed Peter into the ceiling and then released his hold and let him fall to the ground. Hydro-Man raised his foot but Peter rolled to the side and missed the attack. He got to his feet and threw a punch that only got his wrist stuck in Hydro-Man's abdomen. Hydro-Man glared at him.

"I'm a mutant made of water you idiot" Hydro-Man stated before a huge fist made of water shot out of his chest and smacked Peter in the face. He laughed as Peter hit the ground, he then stalked over to him and grabbed him again and held him up. Hydr-Man raised his left hand and formed it into a sharp spike.

"PUT HIM DOWN MORRIE!"

Hydro-Man stopped right before he was about to skewer Peter and then whipped towards Lana who hand her hand raised glowing a bright golden yellow color.

"HAHAHA…..or what Lana, you're gonna blast me again, you remembered what happened last time…..you blew up a f**** school. Why do you think I tracked you down to your house, you're not stupid enough to blow up your own home." said Hydro-Man

* * *

Lana's arm quivered before lowering, she looked at the satisfied grin on Hydro-Man's face but her attention was quickly torn away from him by a loud gasp. She turned to the sound and saw her adoptive father Ethan slumped over on the floor with his tongue hanging out of his mouth…obviously dead. Lana gasped at the sight of him and her shock lasted but a moment before a white hot rage began to consume her.

She gritted her teeth so hard she thought she heard one of them crack, Lana turned her eyes back to Morrie who had lifted his spiked left hand again. She glanced at her unmoving mother and the rage only intensified even more; she raised her right hand once more and she concentrated as hard as she could. From her outstretched hand a powerful blast of energy rocketed forward and sliced through the arm Hydro-Man had around Peter.

"OOOOF!" a soaking wet Peter grunted as he hit the ground.

* * *

Hydro-Man looked at his missing arm with angry eyes before it slowly regenerated.

"Well….look who's been practicing"

Lana gritted her teeth and held up her other hand making it glow as well.

* * *

'_SPIDER-SENSE! YEAH I KNOW'_ Peter thought while trying to get up.

* * *

"I doubt you can do it again Lana"

"Morrie…."Lana started slowly.

He grimaced at the name and he took a step forward.

"For the last time my name is Hydro…."

"F*** YOU!" Lana screamed holding up both of her hands unleashing an uncontrollable wave of golden energy that engulfed and blew out an entire section of the apartment.

**KABOOOOOOOOOM!**

* * *

Lana was unprepared for her own power and she was sent flying backwards as more energy poured from her hands destroying everything in its path; everything that the golden energy touch released a massive mini explosions. The mini-explosions erupted together and at the same time to create a giant explosion.

Peter watched as Hydro-Man bubbled and then exploded in the spot he was standing and the entire brick wall behind him was rippled and then was blown out in an incredible display of intense power.

**BOOOOOOOOOOOM!**

* * *

"JEEZ!" he shouted rolling out of the way of the ever increasing wave energy and explosions coming from Lana's powers.

'_SPIDER-SENSE!'_

Peter felt the floor beneath him shudder and groan right before it dipped and sent him and Lana's unconscious mother sliding towards the massive hole in the apartment. Peter gritted his teeth and they slid towards the opening but right before they fell out and to the street below he grabbed her by the wrist and then slammed his other hand against the wooden floor sticking to it. He and Lana's mother dangled out of the hole.

'_Well…this went bad pretty quick'_ he thought to himself as he saw people down below pointing up.

**KABOOOOOOOOM!**

The steep incline that Peter was sticking to gave a shudder as another golden blast of energy tore through the building, _'Uh oh I think Lana has lost control of her powers…I have to help her'_ he thought. Peter placed his feet against the outside brick wall to stable himself and he pulled Lana's mother up and draped her over his shoulder. Peter slammed his other hand on the incline and he began to pull himself up into the destroyed apartment.

* * *

Lana gritted her teeth as the explosive energy continued to pour from her hands.

"ERGHHH!" she grunted against the powerful and explosive energy. She concentrated and the energy slowly began to stop but the damage had already been done. Lana felt the floor beneath her rumble, and shake right before the floor dipped even more and then gave away.

"AHHH!" Lana screamed as she and everything that wasn't tied down began to roll down the steep incline and towards the massive opening.

* * *

Peter heard he screaming and he looked up to see Lana rolling down the incline, he pursed his lips and jumped to the right and directly into her oncoming path. He stuck to the floor and he caught her with his free hand right as the section of the floor he was sticking to slipped out of the building.

"AHHHHHHHHHHH!" Lana screamed.

'_That's right in my ear!'_ Peter thought to himself while looking over his shoulder and through Barbara's wind whipped hair to see the ground coming closer and closer but along with that he saw a van that was to the right and seemed to be out of the path of the falling debris. Peter sucked in a breath and pushed off the falling floor and in the direction of the parked van. While they were falling he quickly shifted Barbara so she and Lana where in his arms and he would take the brunt of the fall.

'_This might hurt!' _

**BAMMM! **Came the sound of them hitting the roof of the van and it was followed by the sound of the falling debris and furniture from Lana's apartment and another explosion.

**BOOOOOOOOOOOOOOM!**

* * *

**Parked Van**

'_Ufff…I was right'_ Peter thought before he closed his eyes and blacked out.

Lana opened her eyes and she took in a few deep breaths, she could feel her heart beating rapidly almost as if it was going to explode from her chest. She looked around and then put a hand to her head, one minute she was rolling, the next she felt someone catch her before she felt herself falling and then finally she felt a small amount of force from her sudden stop. She let out a few more breaths before she realized that her mother was next to her and that both of them were on top of someone. Lana looked to see an unconscious Peter beneath her which told her that he must have cushioned their fall.

"P-Peter….P-Peter can you hear me?" she asked frantically while reaching towards his face and tapping him, "Please don't be dead….please…..please….Oh God….you're dead aren't you." She said in despair. Lana knew that he was dead because there was no way anyone could have survived a fall from that height with two people on top of them; her eyes began to well up and the tears began to fall when she looked at her adoptive mother Barbara who was still unconscious as well.

"Mom!" she exclaimed rising up and looking at her. Lana grabbed her adoptive mother by the head and that's when she felt the warm liquid. She took her hands away and they were covered with blood.

"No"

"OH MY GOD!"

Lana heard the scream and she looked to see that from the falling debris water was slithering through it and it was forming into a puddle that was rising upwards. People were standing all around with their ipods, ipads and other electronics recording every single second.

* * *

Lana paid them no attention though because her sole focus was on the forming Hydro-Man. She gritted her teeth and she gingerly pushed off of the roof of the van and to the ground.

* * *

Hydro-Man concentrated hard to pull himself together but it was proving to be very difficult. He knew some of the limitations and weaknesses of his powers and one of them was heat. Lana's blast felt and acted like pure heat and when it hit him he had felt some of his water molecules evaporate on the spot. He was completely unprepared for a direct attack and the raw power behind it.

'_Stupid Bi…'_ he started weakly before he had to drop to a knee. He wanted to form into his human state but the most he could manage was a thin watery humanoid outline, "Water….n-need….w-water." He gasped looking around at all of the people with their cameras on him, he reached out for one of them but his hand was suddenly blown off by golden energy.

"ARGHHHHHHHH!" he yelled in agony but he couldn't dwell on it because another energy blast hit him.

Lana took a deep breath and she slowly began to stalk towards him. She saw him turn to her and try to get up and so she stopped and braced herself and held up her hand allowing another golden blast of energy to erupt from her hand and hit him in the leg blowing it off.

* * *

**Parked Van**

Peter's consciousness slowly returned to him and the first thing he saw was the building that he had fallen from was now on fire.

'_F-Fire...w-when, oh no…..d-did I black out….yeah…I think I did'_ he groaned in his mind while rising to a sitting position despite his body protesting. He looked at the fire for a split second before turning to Barbara and putting a hand to neck to check her pulse, after a second he closed his eyes and shook his head "Dead" he whispered.

"DIE!" came a yell.

Peter averted his eyes away from Lana's dead adoptive mother and to Lana who was blasting a very weakened Hydro-Man. He bit his lip and he pushed off of the van.

"Lan…." He started however right as he opened his mouth the sound of several police cars and fire trucks pulling up on the scene interrupted him.

* * *

The Firemen jumped out of there red trucks and grabbed the hose from off the side of the vehicle and ran towards the burning building; and while they were doing that the cops got out of their cars and turned their attention towards Lana and Hydro-Man.

"Good Lord….we got mutants" one of the officers whispered before grabbing his radio "ALL UNITS! ALL UNITS WE GOT MUTANT SIGHTINGS MUTANT SIGHTINGS!" he yelled while pulling out his weapon.

The other officers did the same thing.

* * *

Peter saw the officers slowly approaching Lana and he saw the Firemen approaching the burning building.

'_What do I do….what do I do!?'_ he thought frantically, but he was only frantic for a moment before he grabbed his book-bag off of his back and started to slowly back away from the scene.

* * *

Hydro-Man took another hit and he could feel part of his body evaporating due to the intense heat and mini-explosions. He collapsed to the ground and his head lulled to the left where he saw several firemen prying open a fire hydrant; his eyes widen at the sight of the hydrant and the leaking water.

"Wa…."he gasped but his vision was blocked by Lana who now stood over him with her left hand glowing.

"…..I'm going to kill you" she stated darkly with tears in her eyes.

Hydro-Man laid his head down on the ground and he began to chuckle, a chuckle that irked Lana to no end.

"WHAT'S SO FUNNY!" she shouted.

Hydro-Man continued to laugh but while he was doing that he was gathering what was left of his powers and making a tendril of water leak from his leg and around Lana. The tendril slowly rose upwards until it was behind her head.

"Lana…you don't have the stones to do it" Hydro-Man baited.

Lana recoiled a bit a narrowed her eyes.

"GO TO HELL MORRIE!" she yelled

The tendril of water wrapped around her left arm and yanked it away from him right as a blast of energy erupted. The blast missed him and flew towards a car parked on the other side of the street. The wave of energy hit the car and thousands of mini-explosions happened at once and the parked car detonated.

**KABOOOOOOOOOOOM!**

* * *

**Around the Corner**

Peter looked up from his book-bag as he heard the explosion.

"That didn't sound too good" he remarked to himself as he grabbed his web shooters and mask. He put the mask over his face and he slipped his right web shooter on his wrist but when he grabbed the left he noticed that it was broken.

"No No No No No this can't be happening! I have to go out there with one web-shooter….just what I need, another challenge." He said stuffing the broken web shooter back into his book-bag.

* * *

**Street**

The Officer's eyes widen as they saw the car explode and they immediately put their weapons on Lana who had a look of horror on her face.

"HEY!" one of the officers shouted getting her attention, "LIE DOWN ON THE GROUND AND PUT YOUR HANDS ON YOUR HEAD!"

Lana heard the command and she looked at the blown car.

"No….No it wasn't my fault it was…" she started while turning back to Hydro-Man but he wasn't there. She looked around to see that he was slithering towards the Firemen who had the hose on the burning building.

"LIE DOWN ON THE GROUND!"

"NO! YOU DON'T UNDERSTAND HE DID THIS!" she shouted at the officer but he wasn't listening

"NOW!"

Lana heard the command and she glanced at the slowly approaching officers and then at Hydro-Man that was close to the fireman. She knew she couldn't let him reach the water he so desperately needed and so she ignored the officer and held her hands up and made them glow.

"STOP THAT!"

Lana released a blast that hit Hydro-Man in the back.

"I'M WARNING YOU!"

The glow intensified

**POW!**

"AHHH!" Lana screamed as she felt a bullet hit her in the arm.

* * *

**Up Above **

Spider-Man swung around the corner and he quickly scanned the scene down below. He saw the Firemen handling the fire and the people inside the building. He saw the police and he could see their weapons on Lana.

**POW!**

"AHHH!" Lana screamed.

"NO!" Spider-Man exclaimed as he dipped low.

* * *

**Down Below**

Lana fell to the ground grasping her bleeding arm.

The Officer who shot her looked at her and then to his fellow officers.

"Y-You saw her…she….she wouldn't put her hand down, i-t was glowing" he said.

"HEY!"

The Officer looked up in time for a red boot to greet his face; the force behind the kicked knocked him down to the ground. Spider-Man landed and he grabbed the officer by the front of his uniform and hoisted him up.

"WHY DID YOU DO THAT!" he shouted at him angrily while shaking him.

"SPIDER-MAN!" came a shout from behind by one of the officers, "P-PUT HIM DOWN NOW!"

Spider-Man glanced over his shoulder to see several guns pointed at him.

"WHAT THE HELL!"

'_SPIDER-SENSE!' _

Spider-Man followed the tingling and it directed him towards the Firemen putting out the fire. He narrowed his eyes and they suddenly widened when he saw a weakened Hydro-Man jump towards the spraying water. He inserted himself into the hose stopping the water and making the Firemen drop it in the process. A giant bubble formed in the hose and it quickly traveled all the way towards the fire hydrant.

"Oh No" Spider-Man whispered while dropping the Officer in his hand.

* * *

**Fire Hydrant**

**RUMBBBLE!** Came the sound and the feeling of the ground around them shaking; the top of the Fire hydrant popped off but no water spewed out. The earth beneath them continued to quake until the ground suddenly separated and dozens of underground pipes jutted up from the ground spewing water up into the air. The flowing water joined together to form a giant column of water that towered over all of them while casting a large shadow. At the top of the column of water a face formed and the eyes opened and looked down at all of them and smiling.

* * *

"AH crap….EVERYONE GET OUT OF HERE NOW!" Spider-Man shouted still looking at the giant column of water.

Hydro-Man glared at Lana who was looking up at him however he reluctantly took his eyes away from her and he looked at Spider-Man.

"Spider-Man!" his voice rumbled loudly before smirking a little "Heh, I can kill two birds…" he started while reaching out with a hand made of water and grabbing the large fire-truck "WITH ONE STONE!" he yelled right before swinging the fire-truck at him.

Spider-Man dropped to the ground avoiding the swing, he rose up a bit and fired a web at the fire-truck and was pulled along upwards. He pulled himself to the fire-truck and he ran upside down along the side and he took aim at Hydro-Man's face. He lifted his right and fired dozens of web-balls directly into the eyes.

The web-balls passed through the eye sockets and Hydro-Man only smiled. He brought the fire-truck around and raised it high and slammed it down to the ground.

Spider-Man landed on the ground safely and he looked at Hydro-Man.

* * *

"How the heck do a beat a guy if I can't touch him." He said to himself right as his spider-sense blared again.

The wall-crawler sprung out of the way of a dozen spikes made of water erupted from the wave of water that was shadowed over him. He pushed off his hands and he landed next to Lana who was still clutching her bleeding arm.

"Can you move!" he asked hurriedly

Lana gritted her teeth and then sat up.

"It's not like I have a choice!"

"You don't, he's after the both of us we have to get out of here before any other civilians get hurt" he said quickly before grabbing her and hoisting her up.

"AH!" she exclaimed.

Spider-Man had her by the waist when his spider-sense blared to life; he looked to see Hydro-Man rearing his arm back and then throwing the fire-truck at them. Spider-Man gritted his teeth and jumped at the last second avoiding the thrown fire-truck that bounced and scraped along the ground and into a crowd of civilians who narrowly managed to escape in time.

Spider-Man swung away with Lana in his arm.

* * *

Hydro-Man saw them fleeing and so he leaned his face forward and hit the ground shaking it a little. The column of water moved along the ground like an unstoppable train and after the swinging hero.

* * *

Spider-Man let go of his web and then ran along the side of a small apartment building; he looked down to see Hydro-Man's face attached to the giant column of water. He was knocking cars and people left and right with his water all the while following them.

"WHERE ARE WE GOING!?" Lana yelled thrashing a bit in fright.

"LANA CALM DOWN! THERE AREN'T ENOUGH HIGH RISE BUILDINGS; I CAN'T GET AIRBORNE WE HAVE TO GET ACROSS THE BRIDGE!"

'_Spider-Sense!' _

Spider-Man jump to the right just in time to miss a giant fist made of water slamming into the side of the apartment he was running across. The wall-crawler sailed through the air and he stuck to the building across the building and continued to run but he couldn't stay there too long because his spider-sense alerted him to another fist made of water.

'_No buildings….no swinging…..this is why I don't go to Brooklyn' _

* * *

The fist smacked into the apartment siding again making a giant hole but along with that some of the water splashed away and landed on the roof. The water that was separated formed into a miniature Hydro-Man who took aim and fired globs of water at Spider-Man.

Spider-Man sensed the attack and he dodged it as best as he could with Lana in his arms; he jumped up and avoided a column of water from the larger Hydro-Man but he was hit hard in the back by an impact glob of water from the one on the roof. Spider-Man was knocked for a loop and he started to fall however before he hit the ground he managed to throw Lana out of his arms and shot a web net in which she safely landed inside but he fell to the pavement sliding against the asphalt a little and ripping his costume.

* * *

"Ow" Spider-Man grunted and suddenly rolling out of the way of a spike made of water that was aimed for the back of his heart. He rolled on to his back just as the wave of water with Hydro-Man's face lowered down and hovered over him.

"THAT BOUNTY IS MINE!" Hydro-Man yelled

Spider-Man fired a web to his right and he pulled himself out of the way of Hydro-Man headbutting the ground and leaving a giant hole in the ground.

Spider-Man sprung up and looked at the wave but then his spider sense went off as he was hit in the chest by a ball of water. He growled to himself and then looked up to the roof of the building across the street to see the smaller human sized Hydro-Man standing there with his hands raised.

Another ball of water came flying at him and jumped to the side while the ball of water hit and dent the car behind him. He rose up and fired three web balls at the copy on the roof but he formed a shield made of water. The wave of water turned towards him and a face formed and it opened its mouth, a column of water shot out and hit Spider-Man in the chest carrying him back and through the door of the brownstone behind him.

* * *

**Brownstone**

**BAM! **came the sound of Spider-Man bursting through the door and sliding across the hallway. The column of water that hit him turned into Hydro-Man who stood over him with a satisfied smile on his face.

"How I've long for this day freak" he said while forming his left arm into a tendril of water, it extended from his arm and wrapped around Spidey's throat and easily hoisted him up. He slammed him into the wall knocking a painting to the ground.

"Ever since I got these powers, I've been wondering if I could take you on. You're something of a legend in the….seedier side of things" he said before whipping around and slamming him into the opposite wall "I've thought about finding you on my own and taking you out but…..but my, I guess you can call him my employer advised against it seeing as how there was no upside. But with the bounty that's on you now, there's the upside. I kill you then not only do I get bragging rights but I get an insane amount of money; enough so me and Tabitha live comfortably forever."

Hydro-Man reared him back and threw him into the other side of the wall where he burst through the other side and into the living room.

* * *

Spider-Man groaned and gritted his teeth as he tried to breath; he only vaguely heard Hydro-Man's threats and taunts. He was more concerned with how he was going to get out of his current situation; his eyes darted around the living room and he spotted several items; a television, a computer, and a lamp.

'_Electronics…..electricity…..water…..plan'_ he thought to himself right as his spider-sense came to life. He gathered his strength and he sprung out of the way.

Hydro-Man smirked and retrieved his fist from the ground and he looked at the wall where he saw Spider-Man sticking.

Spider-Man fired a web at the lamp to the left of him and he pulled it to his awaiting left hand. He then ripped the top off and he turned the lamp on as he eyed Hydro-Man who didn't look concerned at all.

"Say goodnight bug"

"Tell me something Hydrant Man"

"HYDRO-MAN!" he shouted in anger while expanding his body into a wave of water.

"Do water and electricity mix?"

Hydro-Man started forward. Spider-Man jumped at him and threw the lamp right into the center of the wave which caused an instantaneous reaction. Electricity erupted through Hydro-Man and electrocuted him.

* * *

Spider-Man landed next to the TV that he had seen and he grabbed it, turned it on and threw it into the wave that Hydro-Man and sent another surge of electricity through him followed by dozens of electric sparks. The wall crawler then dashed over to the computer and he grabbed the monitor and the unit both of which were still powered on and tossed them into Hydro-Man tripling the electrical surge.

Spider-Man had to hop backwards as electric sparks flashed wildly everywhere.

"AHHHHHHHHHHHHHH!" Hydro-Man screamed at the top of his lungs as pain of the electricity ran through his watery body. Several of the sparks flying from his body landed on the plush carpet and it caught fire and in a matter of seconds everything in the living room was on fire.

Hydro-Man fought through the intense electricity and he stared at Spider-Man.

"AHHHH!" he yelled in a mixture of pain and anger. He managed to enlarge one of his arms and swing it at the wall-crawler.

* * *

Spider-Man was hit and along with the force he felt some of the electricity. He went flying back and into the kitchen where he hit and dented the refrigerator.

Spider-Man let out several deep breaths.

"Jeez….he…just won't go down will he" he said to himself

"D-Damn….you…" growled Hydro-Man

Spider-Man saw that he was stalking towards him despite the water that was his body was evaporating a little form the fire that that was raging through the living room. The wall-crawler pursed his lips together and looked around the kitchen for something he could use to defeat his enemy and his eyes landed on a gas line that was attached to the stove in the kitchen.

He looked at the line and then at Hydro-Man who had sparks of electricity flying off of his watery body.

'_I hope whoever lives here has insurance'_ he thought firing a web at the gas line, he tugged on the line and ripped the gas pipe from out of the stove and releasing gas into the kitchen.

* * *

Spider-Man stood to his feet and he balled his fist staring at his formidable enemy.

"Hydrant Man, the dogs must love you am I right."

"GRRRR!"

"I mean come on you couldn't ask for a more ridiculous name than Hydrant Man…seriously…what was...was Aquaman taken." Spider-Man taunted.

"MY….NAME…..IS…HYDRO-MAN!" he roared using his strengthen to lunge at Spider-Man.

Spider-Man calmed himself and he followed his spider-sense as it took over. He deftly jumped upwards and over the lunge. Hydro-Man hit the refrigerator and from his body several sparks of electricity flashed out and because of the gas that was filling the kitchen the reaction happened in seconds.

The spark ignited the gas and the entire kitchen erupted in an explosion.

* * *

Spider-Man could feel the heat spreading as hit the side of the wall and ran along the side, his spider-sense slowed everything down for a second allowing him to see fire everywhere and over everything. The wall-crawler searched and he spotted an exit, the window across the room.

He sprung off the quickly burning wall and he sailed through the air for a moment, he shot a web and a small spot of the ceiling that wasn't on fire and he propelled himself forward and towards the window.

* * *

**Outside**

**CRASHHHHHHHHHH! **Went the sound of Spider-Man bursting through the window just before an explosion rocked the brownstone.

**KABOOOOOOOOOOOOOOOOOOM! **

"Uff…" The wall crawler groaned as he sat up and looked at the burning brownstone "Now that I think about it Aquaman is taken...and it's awesome. Uh...I gotta work on my jokes" he said before turning and looking at the giant wave of water behind him, the face that was in the water looked like it was in pain and suddenly it dropped into a puddle of water in the street. The miniature Hydro-man on the roof turned into a puddle as well.

Spider-Man collapsed on the ground and released a sigh.

"Well….that was…interesting" he said to himself.

"SPIDER-MAN!"

Spidey turned his head to see Lana walking over to him, upon seeing her he immediately pushed himself up and went to her.

"Oh My God Lana are you alright….how's your arm?" he asked.

"It f****** hurts, but….a better question is how do you know my name?"

"…you told me your secret….I think it's only fair that I tell you mine…"

Spider-Man felt his heart beating a mile a minute and he lowered his head a second just to gather his courage and once he did he looked up and locked eyes with her.

"It's me Lana…..it's Peter"

"Wha…." Lana started.

**WHOOOOOO! SCREEEEEEEEECH!**

* * *

Lana was interrupted by the timely arrival of the NYPD, dozens of cars pulled up to the scene and the officers got out of the car with their weapons trained on both of the teens.

"BOTH OF YOU PUT YOUR HANDS UP!"

"Whoah." Spider-Man said getting in front of Lana and the cops, "This is a misunderstand…."

"SHUT UP FREAK! PUT YOUR HAND ON YOUR HEADS AND GET DOWN ON THE GROUND!"

Spider-Man gritted his teeth and he looked at all of the officers and he could tell from his lightly buzzing spider-sense that they all had itchy trigger fingers.

**SCREEEEEEECHHHH!** Came the sound of another police car pulling up to the scene. The door opened and out stepped Detective Jean DeWolff

* * *

"EVERYONE CALM DOWN CALM DOWN LOWER YOUR WEAPONS!" she shouted to the officers but they didn't listen.

"NO WAY THESE TWO ALREADY ATTACKED SOME OF OUR OWN! BLEW UP TWO BUILDINGS AND A FIRETRUCK! MUTANT F***!" an officer shouted back.

Jean quickly moved in-between the officers and the two teens. She looked at them and then over her shoulder.

"I can't keep the lid on this for too much longer. Did you really attack officers Spider-Man?" she asked.

He heaved a sigh.

"It was only one officer…but they shot her and it wasn't her fault." He responded.

Jean shook her head.

"This is turning out to be the longest day of my life. Spidey both of you are going to have to come downtown and explain this."

"No can do Detective…I'll have to reveal myself and she's innocent"

"This is serious" Jean replied.

Spider-Man locked eyes with her.

"Does it look or sound like I'm joking?"

Jean pursed her lips.

"Swing away then." She whispered.

"Not enough high rises….I can't get airborne, I could probably make it to the roof but it's a long shot especially considering I'd have Lana on my back."

Jean then shook her head.

"Well then we're out of options."

* * *

Lana looked at all of the flashing lights, and the weapons.

"MUTANT!" she heard one of them say.

The word itself sent a wave of sadness through her. She could hear what Jean was saying to Spider-Man and now knowing that he was Peter Parker she knew he would never willing hand her over.

"OUT OF THE WAY DETECTIVE!"

"JUST GIVE ME A SECOND!" Jean shouted.

* * *

Lana leaned in towards Spidey's ear.

"Let me go Peter" she whispered.

"WHAT!" he responded glancing over his shoulder at her. "Hell No, they'll have to come and get you from me."

"I know"

"But you're innocent; if you go with them they'll throw you in jail, it's kinda hard prove innocence without Hydro-Man but I think he's…."

"He's not dead…you can't kill him. I blew him before and he just keeps coming back." She replied back to him, "Pete, what can you do…even if you get me out of here my arm is still shot, I have no home, no parents…where would I go? And I did blow up that building…the best bet right now is for me to go with them."

Spider-Man heard the question and he let out a low growl, he knew that she was right, that the best option for her would be to go with the police. Lana leaned closer towards him and kissed him on the side of the face.

"We'll always have France" she whispered while walking past him and to Detective DeWolff.

* * *

Jean looked at the sad faced teen and she pursed her lips together.

"I'll go with you." Lana said.

"You're doing the right thing…I promise I'll help you."

"Unless you can make me not a mutant I don't think you can" she responded, "Let's go"

Jean turned to Spider-Man.

"You better get out of here"

"No…"

"Spider-Man" Lana stated slowly "Please…Go"

Spider-Man heard the tone in her voice and he wanted nothing more than to just swing away with her but he knew that it would only be a temporary fix to a long term problem. The wall-Crawler crouched low and he sprung backwards and landed on a thick tree branch.

**POWW! POWW!** Came the sound bullets being fired but he dodged them as he jumped again and towards the Brownstone roofs across the street.

The officers continued to fire until he was out sight.

* * *

**Sewers**

Hydro-Man laid on the cement bank in the dark, dingy and stank underground Brooklyn sewer. He was severely weakened but he was alive and that was all that mattered to him. He could feel the water around him rolling towards him and the more water that reached him the better he started to feel; while he laid there his mind replayed the fight between him and his red and blue foe over and over again, but more importantly than that he still failed to learn where the love of his life, Tabitha, was staying. And once that thought crossed his mind his face contorted in an angry expression.

"Don't worry Tabitha, I'll find you. They can't keep us apart and Spider-Man" he started his voice echoing among the pipes, "We will meet again….count on it freak."

* * *

**Much Later- 8:30pm- Brooklyn PD**

A bandaged Lana Baumgartner sat with her knees to her chest in her lonely dark jail cell. The events of the day playing over in her mind and she wanted to cry but she was tougher than that and so she kept her tears at bay. She looked to her left and through the small window. Lana could see the moon and for a second she swore she saw Spider-Man before he suddenly vanished.

She smiled to herself

"We'll always have France" she said.

And just as the words left her mouth an explosion rocked her jail cell.

**KABOOOOOOOOOOOOOOOOOOOOM!**

* * *

Lana picked herself off of the ground a little and she looked at the brick wall that had been suddenly blown out. A gentle breeze blew into the cell and through the hole in stepped a figure.

Lana looked at the person that stepped through the hole and her eyes widen.

"TABITHA!" Lana shouted.

Tabitha looked at Lana and smiled.

"Boom Boom to the rescue!" she exclaimed.

"IT'S THE MUTANT'S CELL!" Came a loud yell.

* * *

Tabitha looked towards the jail cell bars and she could see several uniformed officers running towards it and so she held up her hands and in both palms, balls of pure energy formed. Tabitha reared her arms back and then rolled the balls like marbles towards the approaching officers.

"Fire in the hole" said Boom Boom before each of the balls exploded tossing the officers back.

Tabitha quickly ran towards Lana and grabbed her by the arm.

"Come on we gotta go!"

"Where!"

"Where else…someplace where we're wanted and we can be ourselves…**Mutant Town** baby."

Lana allowed Tabitha to pull her along and out of the cell and away from the Brooklyn PD.

* * *

**End Chapter: Read and Review: ****Hey readers it's me Nomad88 back again with the closing comments. Hey readers sorry it took me so long to get this chapter out, the original ending I had in mind for this chapter it wouldn't work and I didn't realize that until waaay late and so I had think for a while on a better note to end the chapter on. It took some thinking but I think I got it where I wanted, and I got the characters in the position where they should be to move the story forward. I know I might have surprised a lot of you with how I dealt with the Peter and Lana situation, I know many of you thought they were going to date and maybe they will down the line but at their current state neither can actually be together but again the door is still open right. I had to cut a few scenes from this chapter otherwise it would have been longer. **

**What I'm going to do is just make up for it by adding a short interlude for the next chapter. It's a small interlude that really deals with the street heroes learning about the gang war. It should've happened in this chapter but again the length was a concern. Anyway I hope everyone enjoyed the chapter and the battle between Hydro-Man and Spider-Man, more battles between the two to come…especially considering there is a new layer to their confrontation now. I hope that you readers drop a review and let me know what you thought of the chapter or hit me up with a PM and I'll get back to you ASAP, this is Nomad88 saying later…..**

**Ps: The moon and the stars must have aligned for Batman, Superman, and TSA have been updated at the same time LOL! That's right readers, Batman and Superman have been updated as well so make sure to stop by and give those stories a read and review as well. I do have a new chapter to my star wars story finished but I'm debating whether or not I should post it, I'll decided later though but while I'm deciding please enjoy my other stories, okay, cool, this is me saying later….**

**Next up: Interlude: Marvel Knights**

* * *

**Summary: Spider-Man is introduced to a few more street level heroes and they each learn that the NYC underground is in a state of Anarchy. Plus more with Harold, Shield, and Black Cat**


End file.
